EMPLOYMENT AGREEMENT





EMPLOYMENT AGREEMENT


            THIS EMPLOYMENT AGREEMENT (the
"Agreement") is made and entered into effective as of the 13th day of April,
2005 by and betweenFirst Charter
Corporation ("First Charter"), a North Carolina corporation with its principal
place of business in Charlotte, North Carolina, and Charles A. Caswell
("Executive"), an individual residing in Mecklenburg County, North Carolina
(collectively defined and referred to as the "Parties").


WITNESSETH:




            WHEREAS, Executive has previously
worked for and is knowledgeable about the business and operations of financial
services organizations and the customer, community and market base that they
serve; 




            WHEREAS, First Charter
desires to engage, confirm and solidify the position of Executive, and Executive desires
to accept such employment as Executive Vice President, Chief Financial Officer
and Treasurer of First Charter and its wholly owned subsidiary, First Charter
Bank (the "Bank"), subject to the terms and conditions set forth in this
Agreement;


            WHEREAS, in order to induce Executive
to accept and continue employment with First Charter and to enhance Executive's
job security, First Charter desires to enter into this Agreement that will
provide compensation to Executive in certain events, including but not limited
to Executive's termination of employment following a change in control of First
Charter, as hereinafter provided; 




            WHEREAS, as outlined in Executive's
initial offer letter, because Executive will become familiar with and gain
extensive knowledge regarding First Charter and Bank products, relationships,
trade secrets and confidential information relating to First Charter, the Bank
and their respective customers' business, products, processes and developments
and will generate confidential information in the course of his duties, First
Charter also wishes to protect its long-term interests by having Executive
enter into certain non-disclosure and non-competition covenants set forth in
this Agreement; 


           NOW, THEREFORE, in consideration of the terms contained herein,
including Executive's employment with First Charter and the compensation,
change in control, additional severance protections, and other benefits, terms
and conditions set forth in this Agreement, the receipt and sufficiency of
which are hereby acknowledged, First Charter and Executive agree as follows:


1.         Employment.  First Charter agrees to employ Executive
during the Employment Term (as defined in Section 4 below), and Executive
hereby accepts such employment and agrees to serve First Charter and the Bank
subject to the general supervision and direction of the President and Chief
Executive Officer of First Charter (the "President").




2.         Duties.  During the Employment Term (as defined in
Section 4 below), Executive shall be employed, and Executive hereby agrees to
serve, as Executive Vice President, Chief Financial Officer and Treasurer of
First Charter and the Bank.  As such,
Executive shall have 

 









responsibilities, duties and authority reasonably accorded
to, expected of, and consistent with Executive's position as an Executive Vice
President, Chief Financial Officer and Treasurer of First Charter and the Bank
and will report directly to the President. 
Executive shall also perform the duties and exercise the powers and
functions that from time to time may be assigned or vested in him by the Board
of Directors of First Charter (the "Board") and/or the Board of Directors of
First Charter's subsidiaries in relation to: (i) First Charter; and/or (ii) any
subsidiary or affiliated company of First Charter, including responsibility for
the financial management and operations of the Bank.  




          Executive hereby
accepts this employment upon the terms and conditions herein contained and
agrees to devote substantially all of his business time, attention and best
efforts to promote and further the business of First Charter and the Bank.  Moreover, except as specifically authorized
in advance by the Board, Executive shall not, during the Employment Term (as
defined in Section 4 below), be engaged as an employee or otherwise in any
other business or commercial activity pursued for gain, profit or other
pecuniary advantage.  Nothing in the
foregoing limitations shall be construed as prohibiting Executive from making
personal investments in such form or manner as will neither require his
services in the operation or affairs of the companies or enterprises in which
such investments are made nor violate the terms of Sections 8 and 9 hereof,
provided, however, that during the Employment Term (as defined in Section 4 below),
Executive may not beneficially own the stock or options to acquire stock
totaling more than 5% of the outstanding shares of any corporation or entity,
or otherwise acquire or agree to acquire a significant present or future equity
or other proprietorship interest, whether as a stockholder, partner,
proprietor, or otherwise, with any enterprise, business or division thereof,
that is engaged in Competitive Activity (as defined in Section 9 below) with
First Charter and/or the Bank.  The
Parties, however, agree that such activities must not singly or in the
aggregate prevent, unduly limit or materially interfere with Executive's
ability to perform his duties and responsibilities to First Charter under this
Agreement.  During the Employment Term,
Executive shall also: 








        a.         Comply
with, execute and fulfill all lawful requests, instructions, policies and
regulations made by the President, the Board or their authorized agents,
included but not limited to general First Charter and/or Bank policies, rules
and regulations applicable to First Charter employees;




       b.         Faithfully
and loyally serve First Charter and its subsidiaries and affiliated companies
to the best of his ability and use his utmost endeavors to promote their
interests in all respects;




       c.         Adhere faithfully to all applicable
professional ethics and business practices, and follow and abide by all
federal, state and municipal ordinances and laws relating to or regulating the
business of First Charter and its subsidiaries and affiliated companies;




       d.         Specifically adhere to the terms of First Charter's
Code of Business  Conduct and
Ethics,   






2




  




       e.         Be fully and readily available to
work on and perform his duties as assigned from time to time; and




       f.          Assist in the identification and
transitioning of any successor to his position, as requested, pending the
termination or end of his employment term as set forth in Section 4 below. 









          Notwithstanding
the above duties, the President and/or the Board shall have the right to
require Executive at any time during the Employment Term to carry out such
special projects or functions commensurate with his abilities, employment
position and status as Executive Vice President, Chief Financial Officer and
Treasurer of First Charter and the Bank as the President and/or the Board shall
in their absolute discretion determine. 
In addition, the Parties further acknowledge and agree that the
President and/or the Board may in their absolute discretion suspend Executive
from the performance of any duties, exclude him from any premises of First
Charter or any First Charter subsidiary or affiliated company and/or
temporarily reassign Executive's duties during any pending or immediately
anticipated investigation or disciplinary action involving Executive and/or
Executive's potential "Termination for Cause" (as defined in Section 5.f.
below).




3.         Compensation.  For all services rendered by Executive
during the Employment Term (as defined in Section 4 below), First Charter shall
compensate Executive as follows:




          a.         Base Salary.  During the Employment Term (as defined in
Section 4 below), First Charter will pay Executive a bi-weekly base salary as
compensation for Executive's services hereunder of $8,653.84, equivalent to
$225,000.00 per year (the "Base Salary"), payable on a regular basis in
accordance with First Charter's standard payroll procedures but not less than
monthly, less applicable deductions required by law.  On at least an annual basis thereafter during the Employment Term
(as defined in Section 4 below), the Board will review Executive's performance
in consultation with the President and, based upon the recommendations of the
Compensation Committee of the Board (the "Compensation Committee"), may
increase such Base Salary if, in its discretion, such adjustment is warranted,
with any such adjustment to be effective beginning January 1 of the next
following year.


          b.         Bonus.  In
addition to the Base Salary set forth above, during the Employment Term (as set
forth in Section 4 below) and as long as Executive remains actively employed by
First Charter, Executive may receive an annual bonus from one or more
arrangements including but not limited to the Annual Incentive Plan, in
accordance with the terms and conditions of such plans as they may be modified,
changed or replaced from time to time (collectively, the "Bonus"), the amount
of which shall be determined in the sole discretion of the Board upon
recommendation of the Compensation Committee in consultation with the
President.  In making its determination
of the amount of the Bonus, if any, to be paid, the Board may take into
account, among other things: (i) Executive's qualifications and experience; (ii)
the duties and responsibilities of Executive; (iii) the services performed and
the contributions of Executive to the success of First Charter and/or the Bank;
(iv) compensation patterns in similar businesses for 


 


3


  


similar executives; (v) First Charter's financial resources to pay the bonus;
and (vi) such other factors as the Board shall deem to be relevant.


          c.         Executive Perquisites,
Benefits and Other Compensation. 
During the Employment Term (as defined in Section 4 below), Executive
shall be entitled to receive additional benefits and compensation from First
Charter in such form and to such extent as specified below:


  

           (i)         Payment of all or a portion of premiums
for coverage for Executive and his dependent family members under health,
hospitalization, disability, dental, life and other insurance plans that First
Charter may have in effect as such plans may be modified, amended and terminated
from time to time in the absolute and sole discretion of First Charter;
provided that Executive is otherwise eligible to participate in such plans and
desires to be covered.  Benefits
provided to Executive under this Section 3.c.(i) will require Executive to pay
the same proportion of premiums for, and shall provide benefits at least equal
to, the benefits then provided to First Charter's other executive
employees.  Moreover, nothing contained
in this Agreement shall be construed to obligate First Charter in any manner to
put into effect any plans not presently in existence or to provide special
benefits to Executive.  


        (ii)        Reimbursement for all business travel
and other out‐of‐pocket expenses reasonably incurred by Executive
in the performance of his services pursuant to this Agreement.  All reimbursable expenses shall be
appropriately documented in reasonable detail by Executive upon submission of
any request for reimbursement, and in a format and manner consistent with First
Charter's expense reporting policy.


        (iii)       Payment
of Executive's membership charges and regular dues
for membership in the customary local, state and national professional
organizations to which a public financial institution Executive Vice
President, Chief Financial Officer regularly
belongs.  During the Employment Term,
First Charter shall further pay Executive's membership charges (initiation fees
and regular dues and services charges) for membership in local civic
organizations/clubs subject to advance approval of the President, excluding
non-business related dining charges, donations and other extra expenses related
to such memberships.  Executive shall
provide annually to the President a list of the memberships maintained and the
cost for each.  Moreover, despite the
limitations contained in this Section 3.c.(iii), upon approval of the
President, which approval will not unreasonably be withheld, First Charter
shall reimburse Executive for reasonable dining, event
and other expenses incurred
by Executive on behalf of First Charter when acting in his official capacity as
a member of either professional or civic organizations in accordance with First
Charter's standard policies, procedures and regulations concerning the
same.  Moreover, in addition to the
civic organization/clubs referenced above, during the Employment Term, First
Charter further agrees to provide Executive a membership in a local country
club approved by the President, subject to the club's acceptance, and to pay
his initiation fees, non-


 


4


    


personal use related assessments, monthly dues and
regular service charges in such club, excluding
non-business related dining charges, donations and other extra expenses related
to such membership. 


        (iv)       Other employee perquisites as may be
available to or deemed appropriate for Executive by the Board and participation
in all other company‐wide employee benefits, including but not limited
to, any qualified and/or nonqualified retirements plans sponsored by First
Charter, as such plans may be modified, amended and terminated from time to
time in the absolute and sole discretion of First Charter.  Such current additional perquisites are
listed on Schedule A, which is attached hereto and incorporated herein, as they
may be modified, amended or terminated from time to time in the discretion of
the Board.  In addition, Schedule B,
which is attached hereto and incorporated herein, lists those other
supplemental benefits in which Executive is currently or later will be entitled
to participate per such applicable plan terms, as they may be modified, amended
or terminated from time to time in the discretion of the Board.


  




4.         Term
of Agreement.  The Parties
intend that this agreement provide Executive with a three-year term that will
expire when the Executive attains age 65, unless the Agreement is sooner
terminated as provided in Section 5. Therefore, upon execution of this
Agreement by Executive, the initial period of Executive's employment under this
Agreement shall be deemed to have commenced retroactively beginning on March
17, 2005 and shall continue until March 31, 2008, unless sooner terminated as
provided in Section 5 (the "Initial Period"). 
In addition, on the last day of each calendar month after March 31, 2005
until June 30, 2027, this Agreement shall be deemed to have been automatically
renewed and extended for an additional one (1) month on the same terms and
conditions contained herein in effect as of the time of renewal, unless either
party shall give written notice of nonextension to the other party at least
fifteen (15) days before the last day of a month.  Following June 30, 2027, this Agreement may be renewed and
extended on terms and conditions mutually agreed upon by the Parties.  In addition, Executive's total term of
employment with First Charter during the Initial Period and any extended term
is collectively defined and referred to under this Agreement as the "Employment
Term."




5.         Termination.  In addition to the provisions set forth in
Section 4 above, the Employment Term shall terminate immediately upon the
occurrence of any of the following events: (a) immediately upon the retirement
or death of Executive; (b) upon the end of the time period specified in the
First Charter Corporation Omnibus Stock Option Plan following the Disability of
Executive (as defined below); (c) upon the effective date of Resignation
by Executive Without Good Reason (as defined below); (d) upon the effective
date of Resignation by Executive For Good Reason (as defined below); (e) upon
the 60th day following the date the Board gives Executive notice of Termination
Without Cause (as defined below); or (f) upon the close of business on the
date the Board gives Executive notice of Termination for Cause (as defined
below).




      a.         Retirement.  "Retirement by Executive" shall mean any
voluntary retirement by Executive with the consent of the Board.


 


5


  


      b.         Disability. 
"Disability" shall mean the inability of Executive to perform the
essential functions and duties of Executive's position with First Charter, with
or without reasonable accommodation, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
is to last or can be expected to last for a continuous period of not less than
twelve months, as determined by the Board in its sole discretion upon certification
thereof by qualified physicians selected by the Board after such physician
examines the Executive.  Executive
agrees, upon request by the President and/or the Board, to submit such medical
evidence, records and examination data to the President and the Board regarding
any Disability as is reasonably necessary for the Board to evaluate the same,
to be treated as confidential as required by law.


       c.         Resignation Without Good
Reason.  "Resignation Without
Good Reason" shall mean any termination or resignation by Executive for any
reason other than the retirement or death of Executive, "Disability" or
"Resignation for Good Reason". 
Executive is required to give at least 60 days advance written notice of
Resignation Without Good Reason to the Board, and First Charter is entitled
upon receiving such notice, in its discretion, to accept such resignation as
effective on: (i) the resignation date proposed by Executive, or (ii) such
other earlier date designated by First Charter.  In addition, First Charter will be required to pay Executive his
regular salary and benefits only through Executive's final resignation date as
agreed to or revised by the Board, regardless of whether Executive is actually
permitted to perform any services for First Charter during such final
transition period.


        d.         Resignation For Good
Reason.  "Resignation For Good
Reason" shall mean any termination or resignation by Executive:  (i) following a material reduction in
Executive's position, duties, responsibilities or status, or a change in Executive's
title resulting in a material reduction in his responsibilities or position
with First Charter, in either case without Executive's consent, but excluding
for this purpose any isolated, insubstantial and inadvertent action not taken
in bad faith and which is remedied promptly by First Charter after receiving
notice from Executive, and further excluding any such reductions or changes
made in good faith to conform with generally accepted industry standards for
Executive's position; (ii) following the involuntary suspension or exclusion of
Executive or the temporary reassignment of Executive's duties, but excluding
for this purpose any suspension, exclusion or temporary reassignment  occasioned by pending or immediately
anticipated investigation, disciplinary action and/or Executive's potential
"Termination for Cause" as set forth in Section 2 above; (iii) following a
reduction in the rate of Executive's Base Salary or a decrease in any Bonus to
which Executive may potentially have been entitled pursuant to the First
Charter Corporation Annual Incentive Plan or other incentive plans at the end
of the most recently concluded fiscal year, in either case without Executive's
consent; provided, however, that a decrease in Executive's Bonus amount
shall not constitute "Good Reason" and nothing herein shall be construed to
guarantee such bonus awards if performance, either by First Charter or
Executive, is below such targets as may reasonably and in good faith be set
forth in the First Charter Corporation Annual Incentive Plan or other incentive
arrangements;(iv) following the relocation of Executive, without his consent, to
a location outside a fifty (50) mile radius of Charlotte,



 


6


  


North Carolina; or (v) "For Good Reason" (as defined in Section 7 below)
within one (1) year following a "Change in Control" (as defined in Section 7
below). 



       Executive is required to give at least fifteen (15) days advance
written notice of Resignation For Good Reason to the Board, and First Charter
is entitled upon receiving such notice, in its discretion, to accept such
resignation as effective on the resignation date proposed by Executive, or such
other earlier date designated by the Board. 



     e.         Termination Without Cause.  "Termination Without Cause" shall mean any
termination of the employment of Executive by First Charter for any reason
other than termination due to the retirement or death of Executive,
"Disability" or "Termination for Cause".


     f.          Termination For Cause.  "Termination for Cause" shall mean
termination of the employment of Executive by First Charter as the result of
Executive's: (i) willful misconduct of a material nature in connection with the
performance of his duties under this Agreement; (ii) use of alcohol during
working hours beyond that customarily authorized in the performance of
Executive's job duties, repeated use of alcohol after working hours that
materially interferes with Executive's duties under this Agreement, use of
illegal drugs, or violation of First Charter's drug and/or alcohol policies;
(iii) conviction, guilty plea or plea of nolo
contendere for any crime involving moral turpitude or for any felony; (iv)
embezzlement or theft from First Charter, the Bank, any other subsidiary or
affiliated company of First Charter, or any of their respective customers and
employees; (v) gross inattention to or dereliction of duty; (vi) commission or
omission of any act of fraud or dishonesty in connection with Executive's
employment with First Charter or the Bank; (vii) breach of any fiduciary duty
to First Charter or the Bank, including the duty of loyalty; (viii)
insubordination or Executive's unwillingness to carry out or meet the lawful
instructions, performance criteria and other supervisory goals established or
given by the President and/or the Board from time to time; (ix) breach or
threatened breach of the obligations set forth in Sections 8-10 of this
Agreement; (x) breach, threatened breach or failure to perform any other
provision of this Agreement; or (xi) performance of any other willful act(s)
which Executive knew or reasonably should have known would be materially
detrimental to First Charter, the Bank and/or any other subsidiary or
affiliated company of First Charter.





6.         Rights Upon
Termination.  Following the
termination or end of the Employment Term for any reason, (i) Executive shall
be entitled to any earned but unpaid Base Salary, if any, due at the time of
termination of the Employment Term, (ii) Executive shall have the general right
to elect certain coverage continuation under COBRA, provided he is and remains
eligible therefor, and (iii) Executive will not forfeit any vested stock options
or vested 401(k) or pension benefits with First Charter and the Bank, if any. 
Thereafter, except as otherwise provided for in accordance with the incentive
and benefit plan terms referenced in Section 3 above, and except for any
benefits or payments which may be due as set forth in Sections 6.a., 6.b., 6.d.,
6.e. and Sections 7.a., 7.b., 7.c. and 7.d. below, Executive shall not be
entitled to receive any additional compensation, wages, bonuses, incentive pay,
commissions, severance pay, consideration and/or benefits of any kind from First
Charter and/or the Bank hereunder upon the termination or end of the Employment
Term, nor shall Executive be entitled to receive reimbursement for business 


 


7





expenses incurred after the end of the Employment Term, except that Executive
will not forfeit any vested or accrued, non-forfeited compensation or benefits
with First Charter, if any, pursuant to the terms of such then applicable plans
and programs.




            a.         Death. If
termination of the Employment Term occurs at any time due to the death of
Executive, then Executive'spersonal
representative shall be paid all earned but unpaid Base Salary and any prior
year's annual incentive Bonus earned but not yet paid(as those terms
are described in Section 3) and an additional amount representing one
(1) year's Base Salary, such amounts to be paid in the same manner as provided
in Section 3.  In addition, all
supplemental benefits, awards, grants and options under any First Charter or
Bank supplemental agreement, stock option or grant will be fully vested
notwithstanding any other provision in such plan or grant.


            b.         Disability.  If termination of the Employment Term occurs
at any time due to the Disability of Executive, and provided Executive complies
with and continues to abide by the non-competition, confidentiality and other
requirements set forth in Sections 8-10 of this Agreement and signs a release
of any and all claims that Executive has or may then have against First Charter
and its subsidiaries, and such entities' past and then current officers,
directors and employees in connection with or relating to Executive's
employment or separation from employment with First Charter and/or its subsidiaries
(under this Agreement or otherwise) on a form to be prepared by First Charter
at such time, then Executive shall be entitled to receive all earned but unpaid
Base Salary and any prior year's annual incentive Bonus earned but not yet paid
(as those terms are described in Section 3) and an additional amount
representing one (1) year's Base Salary, such amounts to be paid in the same
manner as provided in Section 3, less any amounts which Executive
receives from First Charter's long-term disability plan and/or supplemental
disability income plan.  In addition,
all supplemental benefits, awards, grants and options under any First Charter
or Bank supplemental agreement, stock option or grant will be fully vested
notwithstanding any other provision in such plan or grant.


            c.         Termination "For Cause"
or Resignation "Without Good Reason".  If termination of the Employment Term occurs
at any time due to termination by First Charter "For Cause" or due to
resignation by Executive "Without Good Reason" then Executive shall be entitled
only to receive all earned but unpaid Base Salary, unreimbursed expenses and/or
accrued, vested stock options and vested 401(k) or pension benefits through the
effective date of the Termination "For Cause" or Resignation "Without Good
Reason".


            d.         Termination "Without
Cause" or Resignation "For Good
Reason". If termination of the Employment Term occurs at any time due
to termination by First Charter "Without Cause" or due to resignation by
Executive "For Good Reason" other than that following a "Change in Control" (as
defined in Section 7), and provided Executive complies with and continues to
abide by the non-competition, confidentiality and other requirements set forth
in Sections 8-10 of this Agreement and signs a release of any and all claims
that Executive has or may then have against First Charter and its subsidiaries,
and such entities' past and then current officers, directors and employees in
connection with or relating to Executive's employment or separation from
employment  


 


8


  


with First Charter and/or its subsidiaries (under this Agreement or
otherwise) on a form to be prepared by First Charter at such time, then
Executive shall be entitled to (i) all accrued, unpaid Base Salary and
unreimbursed expenses through the date of such termination; (ii) any prior
year's annual incentive bonus earned but not yet paid; (iii) continued payment
of Executive's Base Salary for the greater of the remainder of the Employment
Term or two (2) years; (iii) an annual Bonus amount (calculated as the average
of the Bonus awards/determinations for Executive for the three most recent
annual award dates, or such lesser historical annual award dates as may be
applicable, including any years where there is no Bonus award earned) for the
greater of the remainder of the Employment Term or two (2) years; (iv)
continuation of health and welfare benefit coverage (including coverage for
Executive's dependents to the extent such coverage is provided by First Charter
for its employees generally) under such plans and programs to which an
Executive was entitled to participate immediately prior to the date of the end
of his employment for the greater of the remainder of the Employment Term or
two (2) years, provided such continued participation is possible under the terms
and provisions of such plans and programs; and (v) acceleration of vesting of
all supplemental benefits, including but not limited to all awards, grants, and
options under any First Charter or Bank supplemental agreement, stock option
plan or grant notwithstanding any other provision in such plan or grant.


       e.         Retirement With the
Consent of First Charter.  If
termination of the Employment Term occurs at any time due to retirement by
Executive with the consent of First Charter, and provided Executive complies
with and continues to abide by the non-competition, confidentiality and other
requirements set forth in Sections 8-10 of this Agreement and signs a release
of any and all claims that Executive has or may then have against First Charter
and its subsidiaries, and such entities' past and then current officers,
directors and employees in connection with or relating to Executive's
employment or separation from employment with First Charter and/or its
subsidiaries (under this Agreement or otherwise) on a form to be prepared by
First Charter at such time, then Executive shall be entitled to receive all
earned but unpaid Base Salary and any prior year's annual incentive Bonus
earned but not yet paid (as those terms are described in Section 3) and
an additional amount representing one (1) year's Base Salary, such amounts to
be paid in the same manner as provided in Section 3.  In addition, all awards, grants and options under any First
Charter or Bank stock option or grant will be fully vested notwithstanding any
other provision in such plan or grant.


        f.          Deductions.  All payments set forth in this Section 6 to
Executive and/or his personal representative, if any, shall be made subject to
applicable withholdings as required by law.





7.         Termination Following a Change in
Control.




        a.        
The Parties agree that if, during the Employment Term, a Change in Control (as
defined in Section 7.a.(ii) hereof) occurs and if, within one (1) year following
the Change in Control, the employment of Executive is terminated by First
Charter or its successor Without Cause (as defined in Section 5.e. hereof), and
provided Executive complies with and continues to abide by the non-competition,
confidentiality and other 


9


  


requirements set forth in Sections 8-10 of this Agreement and signs a release
of any and all claims that Executive has or may then have against First Charter
and its successors and subsidiaries, and such entities' past and then current
officers, directors and employees in connection with or relating to Executive's
employment or separation from employment with First Charter and/or its
successors and subsidiaries (under this Agreement or otherwise) on a form to be
prepared by First Charter or its successor at such time, Executive's
Compensation (as defined in Section 7.a.(iii) below) shall continue to be paid
in monthly installments, subject to applicable withholdings, by First Charter
for a period of thirty-five (35) months following such termination of
employment.  


     Furthermore, if, within one (1) year following the Change in
Control, the employment of Executive is terminated by Executive for Good Reason
(as defined in Section 7.a.(i) below), and provided Executive complies with and
continues to abide by the non-competition, confidentiality and other
requirements set forth in Sections 8-10 of this Agreement and signs a release
of any and all claims that Executive has or may then have against First Charter
and its successors and subsidiaries, and such entities' past and then current
officers, directors and employees in connection with or relating to Executive's
employment or separation from employment with First Charter and/or its
successors and subsidiaries (under this Agreement or otherwise) on a form to be
prepared by First Charter or its successor at such time, Executive's Compensation
(as defined in Section 7.a.(iii) below) shall continue to be paid in monthly
installments, subject to applicable withholdings, by First Charter for the
greater of the remainder of the Employment Term or two (2) years. 


     In lieu of receiving payment of Compensation (as defined in
Section 7.a.(iii)) in installments for the such period, Executive may elect, at
any time prior to the earlier to occur of (i) a Change in Control, or (ii) an
action by the Board with respect to an event which would, upon consummation,
result in a Change in Control (which election shall be evidenced by notice
filed with First Charter), to be paid the present value of any such
Compensation in a lump sum within thirty (30) days of termination of
Executive's employment under circumstances entitling such Executive to
Compensation hereunder.  The calculation
of the amount due shall be made by the independent accounting firm then
performing First Charter's independent audit, and such calculation, including
but not limited to any discount factor used to determine present value, shall
be conclusive.


  

     (i)         Good Reason.  For purposes of this Section 7,
termination by Executive for "Good Reason" shall mean those reasons set forth
as "Good Reason" in Section 5.d. of this Agreement, except that the change in
Executive's position, duties, responsibilities, status, title, Base Salary or
Bonus shall be measured for such matters as they were in effect immediately
preceding the Change in Control.


     (ii)        Change in Control. 
For purposes of this Section 7, Change in Control" shall mean (A) the
consummation of a merger, consolidation, share exchange or similar transaction
of First Charter with any other corporation as a result of which the holders of
the voting capital stock of First Charter as a group 


10


    


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 First Charter) of substantially all the assets of First Charter;
(C) in the absence of a prior expression of approval by the Board, the
acquisition of more than 20% of First Charter'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 First Charter's securities; (D) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board cease for
any reason to constitute at least a majority thereof unless the election, or the
nomination for election by First Charter's shareholders, of each new director
was approved by a vote of at least 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 First Charter 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 First Charter by any person,
company or other entity.


     (iii)       Compensation.  For purposes of this Section 7,Executive's Compensation shall consist
of the following: (A) Executive's Base Salary in effect immediately preceding
the Change in Control,plus (B) an
annual bonus equal to the average bonus (including, but not limited to, the
"Bonus", as that term is defined in Section 3.b. hereof and calculated as a
percentage of Base Salary, without regard to vesting schedules or restrictions
on the bonus compensation and converting all post-employment payments in stock
and stock options to a cash present value) awarded or paid by First Charter for
each one-year performance period to Executive for the three (3) most recent
fiscal years ending prior to such Change in Control pursuant to First Charter's
incentive and bonus plans, or such lesser historical annual award dates as may
be applicable, including any years where there is no Bonus award earned, or, if
a relevant bonus program has not existed for three (3) years preceding the
Change of Control, an amount equal to the estimated average bonus as calculated
by the independent accounting firm then performing First Charter's independent
audit, which calculation shall be conclusive.


  


     b.         Upon termination of Executive's
employment entitling Executive to Compensation set forth in Section 7.a. above,
and provided the additional conditions of Section 7.a. are and continue to be
met by Executive, First Charter shall maintain in full force and effect for the
continued benefit of Executive for a thirty-five month period, or such
applicable lesser Compensation payment period as set forth in Section 7.a.
above, health insurance (including coverage for Executive's dependents to the
extent dependent coverage is provided by First Charter for its employees
generally) under such plans and programs in which Executive was entitled to
participate immediately prior to the date of such termination of employment,
provided that Executive's continued participation is possible under the general
terms and provisions of such plans and programs.  In the event  




11




  


that participation in any such plan or program is
barred, First Charter shall arrange to provide Executive with health insurance
benefits at First Charter's expense for a thirty-five month period, or
such applicable lesser Compensation payment period as set forth in Section 7.a.
above, substantially similar to those which Executive would otherwise have been
entitled to receive under such plans and programs from which his continued
participation is barred.  However, in no
event will Executive receive from First Charter the health insurance
contemplated by this Section 7.b. if Executive receives comparable insurance
from any other source.




     In lieu of receiving the continued health insurance coverage for
the period described in the preceding paragraph, Executive may elect, at any
time prior to the earlier to occur of (i) a Change in Control, or (ii) an
action by the Board with respect to an event which would, upon consummation,
result in a Change in Control (which election shall be evidenced by notice
filed with First Charter), to be paid the present value of any such continued
health insurance coverage in a lump sum within thirty (30) days of termination
of Executive's employment under circumstances entitling such Executive to
Compensation hereunder.  The calculation
of the amount due shall be made by the independent accounting firm then
performing First Charter's independent audit, and such calculation, including
but not limited to any discount factor used to determine present value, shall
be conclusive.


      c.         Upon termination of Executive's employment
entitling Executive to Compensation as set forth in Section 7.a. above, and
provided the additional conditions of Section 7.a. are and continue to be met
by Executive, Executive will become immediately vested in any and all stock
options and shares of restricted stock previously granted to him by First
Charter notwithstanding any provision to the contrary of any plan under which
the options or restricted stock are granted. 
Any accrued but ungranted stock options or restricted stock shall also
be fully vested upon grant to Executive. 
Executive may exercise such options only at the times and in the method
described in such options.  All
restrictions imposed by First Charter on shares of First Charter's stock
granted under any plan shall lapse upon a Change of Control.  First Charter will amend such options or
plans in any manner necessary to facilitate the provisions of this Section 7.c.


      d.        
It is the intention of First Charter and Executive that Executive receive the
full benefits available under this Section 7 in the event of a Change in
Control.  If a Change of Control occurs and a determination is made by
legislation, regulation, ruling directed to Executive or First Charter, or court
decision that the aggregate amount of any payment made to Executive hereunder,
or pursuant to any plan, program or policy of First Charter in connection with,
on account of, or as a result of, such Change in Control constitutes "excess
parachute payments" as defined in Internal Revenue Code (the "Code") section
280G (as well as any successor or similar sections thereof), subject to the
excise tax provisions of Code section 4999 (as well as any successor or similar
sections thereof), Executive shall be entitled to receive from First Charter, in
addition to any other amounts payable hereunder, a lump sum payment equal to
100% of such excise tax, plus an amount equal to the federal and state income
tax, FICA, and Medicare taxes (based upon Executive's projected marginal income
tax rates) on such lump sum payment.  The amounts under this Section 7.d.
shall be paid to Executive as soon as may be practicable 


12


  


after such final determination is made.  Executive and First Charter
shall mutually and reasonably determine whether or not such determination has
occurred or whether any appeal to such determination should be made.  


     e.         Except as elected by Executive with the
prior consent of First Charter, all payments provided for under this Section 7
shall be paid in cash (including the cash values of stock options or restricted
stock, if any) from the general funds of First Charter, 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.  Executive shall have no right,
title or interest whatsoever in or to any investments that First Charter may
make to aid First Charter in meeting its obligations under this Section 7.  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 First Charter and
Executive or any other person.  To the
extent that any person acquires a right to receive payments from First Charter hereunder,
such right shall be no greater than the right of an unsecured creditor of First
Charter.


     f.          All payments set forth in this Section
7 to Executive, if any, shall be made subject to applicable withholdings as
required by law.





8.         Covenant Not to Disclose
Confidential Information.




     a.         Executive understands that his position
with First Charter and the Bank is one of trust and confidence because of
Executive's access to trade secrets and confidential and proprietary business
information.  Executive pledges his best
efforts and utmost diligence to protect and keep confidential the trade secrets
and confidential or proprietary business information of First Charter and its
subsidiaries.


     b.         Unless required by First Charter in
connection with his employment or with First Charter's express written consent,
Executive agrees that he will not, either during his employment or afterwards,
directly or indirectly, use, misappropriate, disclose or aid anyone else in
disclosing to any third party for Executive's own benefit or the benefit of
another: (1) all or any part of any of First Charter's or its subsidiaries'
trade secrets or confidential or proprietary information, whether or not the
information is acquired, learned, or developed by Executive alone or in
conjunction with others; or (2) the details of any contracts, business
transactions or negotiations to which First Charter or its subsidiaries are a
party or of any tenders, offer or proposals submitted to or to be submitted by
First Charter and/or its subsidiaries in connection with their business.  Executive makes the same pledge with regard
to the confidential information of First Charter's and its subsidiaries'
customers, contractors, or others with whom First Charter or its subsidiaries
have a business relationship.


      c.        
Executive understands that trade secrets and confidential or proprietary
information, for purposes of this Agreement, shall include, but not be limited
to, any and all versions of First Charter's or its subsidiaries' computer
software, hardware, and documentation; all methods, processes, techniques,
practices, product designs, pricing information, billing histories, customer
requirements, customer lists, account data, loan 


13


  


records, employee lists and salary/commission information, personnel matters,
financial data, operating results, plans, contractual relationships, and
projections for business opportunities for new or developing business of First
Charter or its subsidiaries; and all other confidential or proprietary
information, patents, ideas, know-how and trade secrets which are in the
possession of First Charter or its subsidiaries, no matter what the source,
including any such information that First Charter or its subsidiaries obtain
from a customer, contractor or another party or entity and that First Charter
treats or designates as confidential or proprietary information, whether or not
such information is owned or was developed by First Charter.


     d.         Executive also agrees that all notes,
records (including all computer and electronic records), software, drawings,
handbooks, manuals, policies, contracts, memoranda, sales files, customer
lists, employee lists or other documents that are made or compiled by
Executive, or which were available to Executive while he was employed at First
Charter, in whatever form, including but not limited to all such documents and
data concerning any processes, inventions, services or products used or
developed by Executive during his employment, shall be the property of First
Charter.  Executive further agrees to deliver
and make available all such documents and data to First Charter, regardless of
how stored or maintained and including all originals, copies and compilations
thereof, upon the separation of his employment, for any reason, or at any other
time at First Charter's request.


     e.         Executive understands that First
Charter expects him to respect any trade secrets of confidential information of
any of Executive's former employers, business associates, or other business
relationships.  Executive also agrees to
respect First Charter's express direction to Executive not to disclose to First
Charter, its officers, or any of its employees any such information so long as
it remains confidential.





9.         Covenant Not to
Compete.  For and in
consideration of this Agreement, the change in control and severance protection
contained herein, and Executive's employment and continued employment with
First Charter, Executive agrees that, unless specifically authorized by First
Charter in writing, Executive will not for a period of two (2) years after his
employment with First Charter has terminated or ended (whatever the reason for
the end of the employment relationship):




     a.         Engage in any "Competitive Activity"
(as defined below) within the "Restricted Territory" (as defined below);


     b.         Serve as an employee, director, owner,
partner, contractor, consultant or agent of, or own any interest in (except for
beneficially owning the stock or options to acquire stock totaling less than 5%
of the outstanding shares in a "public" competitor), any person, firm or
corporation that engages in "Competitive Activity" within the "Restricted
Territory"; or


     c.         Engage in any "Competitive Activity"
with, for or towards or divert, attempt to divert or direct others to divert
any business of First Charter from a then existing First Charter and/or First
Charter subsidiary customer, a joint venturer or other 


14


  


business partner of First Charter (hereinafter referred to as an
"affiliate"), or from a potential customer identified through leads or
relationships developed during the last two (2) years of Executive's employment
with First Charter, within the "Restricted Territory".





       Furthermore, Executive will
not during his employment with First Charter and for a period of three (3)
years after his employment with First Charter has terminated or ended (whatever
the reason for the end of the employment relationship) solicit or hire for
employment or as an independent contractor any employee of First Charter, the
Bank or any other First Charter subsidiary, or solicit, assist, induce,
recruit, or assist or induce anyone else to recruit, or cause another person in
the employ of First Charter, the Bank or any other First Charter subsidiary to
leave his or her employment with First Charter, the Bank or First Charter's
other subsidiaries for the purpose of joining, associating, or becoming
employed with any business or activity with which Executive is or expects to be
directly or indirectly associated or employed.


     "Competitive Activity" means:
(1) the business activities engaged in by First Charter, the Bank and/or First
Charter's other subsidiaries during Executive's employment with First Charter,
including the sales, marketing, distribution and provision of banking,
financial and insurance services or other products or services of the type of
which Executive was involved during his employment with First Charter; and/or
(2) the performance of any other business activities competitive with First
Charter, the Bank and/or First Charter's other subsidiaries for or on behalf of
any financial or insurance services
entity.


     "Restricted Territory" means:
(1) the geographic area encompassing a twenty-five (25) mile radius of
Charlotte, North Carolina; and/or (2) any Metropolitan Statistical Area (as
defined by the United States Department of Commerce) from which First Charter
generated at least ten percent (10%) of its gross annual revenue during the
last two calendar years before the end of Executive's employment with First
Charter.


     Executive further agrees that
except with the express written consent of the Board, Executive will not engage
in any Competitive Activity individually or with any entity or individual other
than First Charter, the Board or its subsidiaries during the Employment Term.


10.       Acknowledgments by Executive.




     a.         Executive acknowledges that the
restrictions placed upon him by Sections 8 and 9 of this Agreement are
reasonable given the nature of Executive's position with First Charter, the
area in which First Charter markets its products and services, and the
consideration provided by First Charter to Executive pursuant to this
Agreement.  Specifically, Executive
acknowledges that the length of the Covenant Not to Disclose Confidential
Information and Covenant Not to Compete in Sections 8 and 9 are reasonable and
that the definitions of "Competitive Activity" and "Restricted Territory" are
reasonable.


     b.         Executive acknowledges that all of the
provisions of the Agreement are fair and necessary to protect the interests of
First Charter.  Accordingly, Executive
agrees not to contest the validity or enforceability of Sections 8 or 9 hereof.


  15

  


     c.         Executive understands that every
provision of this Agreement is severable from each other provision of this
Agreement.  Therefore, if any provision
of this Agreement, including but not limited to all provisions of Sections 8
and 9, is held invalid or unenforceable, every other provision of this
Agreement will continue to be fully valid and enforceable.  In the event that any provision of this
Agreement is determined by a court of competent jurisdiction to be void or
unenforceable, Executive and First Charter agree that such provision shall be
enforced to the extent reasonable under the circumstances and that all other
provisions shall be enforceable to the fullest extent permissible by law.  Executive and First Charter further agree
that, if any court makes such a determination, such court shall have the power
to reduce the duration, scope and/or area of such provisions and/or delete
specific words and phrases by "blue penciling" and, in its reduced or blue
penciled form, such provisions shall then be enforceable as allowed by law.


     d.         Executive understands that his
obligations under Sections 8 and 9 of this Agreement will continue whether or
not his employment with First Charter is terminated voluntarily or
involuntarily, or with or without Cause or Good Reason.





11.       Breach
by Executive.  Executive agrees
that in the event of any breach or threatened breach of the provisions of
Sections 8-10 hereof by Executive, First Charter's remedies at law would be
inadequate, and First Charter shall be entitled to an injunction (without any
bond or other security being required), restraining such breach, and costs and
attorneys' fees relating to any such proceeding or any other legal action to
enforce the provisions of this Agreement, but nothing herein shall be construed
to preclude First Charter from pursuing any other remedies at law or in equity
available to it for any such breach or threatened breach. Moreover, Executive
also agrees that if Executive breaches any of Sections 8-10 above, Executive shall
forfeit at the time of the breach the right to any additional future payments
or benefits under this Agreement, except to the extent such benefits or
payments are vested and earned.  In such
case, Executive and First Charter agree that the confidential information and
non-compete obligations contained in this Agreement shall remain valid and
enforceable based upon the consideration actually paid.




12.       Assignment and
Binding Effect.  This Agreement shall be binding upon, and inure to
the benefit of, Executive and First Charter and the Bank and their respective
permitted successors and assigns.  Neither this Agreement nor any right or
interest hereunder shall be assignable by Executive, his beneficiaries, or legal
representatives without the First Charter's prior written consent. First Charter
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 First Charter, by agreement in form and substance
satisfactory to Executive, to expressly assume and agree to perform all of First
Charter's obligations under this Agreement in the same manner and to the same
extent that First Charter would be required to perform it if no such succession
had taken place, and to perform all obligations to Executive as provided in
Section 7.  Failure of First Charter to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle Executive to compensation from First Charter 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 




16







effective shall be deemed the date Executive's employment was terminated. 
As used in this Agreement, "First Charter" shall mean First Charter 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 12 or that
otherwise becomes bound by the all terms and provisions of this Agreement by
operation of law.


13.       Complete Agreement.  This Agreement replaces any previous
agreement or understanding relating to the same or similar subject matter that
the Executive and First Charter may have entered into with respect to
Executive's employment by First Charter, including specifically any prior offer
letter from First Charter.  Executive
has no oral representations, understandings or agreements with First Charter or
any of its officers, directors or representatives covering the same subject
matter as this Agreement.  This written
Agreement is the final, complete and exclusive statement and expression of the
Employment Agreement between First Charter and Executive and of all the terms
of this Agreement, and it cannot be varied, contradicted or supplemented by
evidence of any prior or contemporaneous oral or written agreements.  This written Agreement may not be later
modified except by a further writing signed by a duly authorized officer of
First Charter and Executive, and no term of this Agreement may be waived except
by writing signed by the party waiving the benefit of such term.


14.       Notice.  Whenever any notice is required hereunder,
it shall be given in writing addressed as follows:


To First Charter:                       Laura
Nelson Blalock

                                                EVP, Human Resources

                                                First Charter Bank

                                                P. O. Box 37937

                                                Charlotte, North Carolina 28237-7937




To Executive:                            Charles
A. Caswell

                                                 2309
-K Prestigious Lane

                                                 Charlotte, North Carolina 28269


Notice shall be deemed given
and effective on the earlier of three (3) days after the deposit in the U.S.
mail of a writing addressed as above and sent first class mail, certified,
return receipt requested, or when actually received.  Either party may change the address for notice by notifying the
other party of such change in accordance with this Section 14.


            15.       Taxes/Estate.  The Parties agree that First Charter will
report the compensation, benefits and potential severance and/or change in
control payments set forth in this Agreement as W-2 income for the applicable
tax year(s) in which they are received, if and as applicable or as otherwise
required by law.  The Parties further
agree that in the event of Executive's death, any applicable severance, change
in control pay or other vested or accrued, non-forfeited compensation or
benefit payments outlined in this Agreement will be paid to Executive's estate
or legal representative, in accordance with the above terms.


17





16.       Headings.  The section headings herein are for
reference purposes only and are not intended in any way to describe, interpret,
define or limit the extent or intent of the Agreement or of any part hereof.


17.       Governing Law.  This Agreement shall in all respects be
construed according to the laws of the State of North Carolina.


IN WITNESS
WHEREOF, the Parties have executed this Agreement as of the day and year
first above written.


                                                                        FIRST CHARTER CORPORATION




                                                                        By:
      /s/ LAWRENCE M. KIMBROUGH

                                                                        Name: 
Lawrence M. Kimbrough                  


                                                                        Title:    
President and CEO                           





                                                                        EXECUTIVE


                                                                       
     /S/ CHARLES A. CASWELL                


                                                                               CHARLES A. CASWELL     


 

 

18






Schedule A




	


       Business related travel and
entertainment expense

 




  
	       Mobile telephone expenses

 
	       Expenses related to business use of company provided car







 






 






19











Schedule B 




	Medical Insurance

 
	Dental Insurance

 
	Short-term Disability with a seven (7)
day elimination period, and a benefit of at least 75% of base pay during
illness for a maximum of ninety (90) calendar days.

 
	Long-term Disability with a ninety
(90) day elimination period and a benefit of 60% of base salary, up to $5,000
per month, once approved by the Long-term Disability carrier.

 
	Life Insurance equivalent to two times
base pay, with a $500,000 maximum benefit.

 
	Accidental Death and Dismemberment
Insurance equivalent to two times base pay, with a $500,000 maximum benefit.

 
	First Charter Retirement 401(k) Plan 

 
	Benefit Restoration Match for
contributions limited under the First Charter Retirement 401(k) Plan 

 
	First Charter Money Purchase Pension
Plan (merged into the First Charter Retirement 401(k) Plan effective January 1,
2002) (generally eligible on the next enrollment date following the completion
of one year of service)

 
	OPT Capital Plan

 
	Employee Stock Purchase Plan (generally eligible on the
next enrollment date)

 
	PTO of twenty-six (26) days

 
	Supplemental Life Insurance policy

 
	Supplemental Disability Income policy



 





 

20