##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  FORM 10-K/A
 (Amendment No. 1)
  ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
    SECURITIES EXCHANGE ACT
    OF 1934
  þ ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
 For the Fiscal Year Ended
    December 31, 2007
 OR
 o TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
 For the transition period
    from ­
    ­ to ­
    ­
  Commission File Number 0-15829
  FIRST CHARTER
    CORPORATION
 (Exact Name of Registrant as
    Specified in its Charter)
  North Carolina(State or Other Jurisdiction of
    Incorporation or Organization)

56-1355866(I.R.S. Employer
    Identification No.)10200 David Taylor Drive, Charlotte, NC(Address of Principal Executive Offices)

28262-2373(Zip Code)   Registrants telephone number,
    including area code(704) 688-4300
  Securities registered pursuant to
    Section 12(b) of the Act:
  Title of each class

Name of each exchange on which registeredN/A

N/A   Securities registered pursuant to
    Section 12(g) of the Act:
 Title of Each Class
  Common stock, no par value
  Series X Junior Participating
    Preferred Stock Purchase Rights
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated filer
    þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if asmaller reporting company)   Rule 12b-2 o þ
      Documents Incorporated by
    Reference




---



##### 



FIRST CHARTER
    CORPORATIONFORM 10-K/A
    FISCAL YEAR ENDED DECEMBER 31, 2007
  Form 10-K, Form 10-Q, Form 8-K,
    TABLE OF
    CONTENTS
   
 PagePART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


4ITEM 11.


EXECUTIVE COMPENSATION


6ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


33ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED
    TRANSACTIONS, AND DIRECTOR INDEPENDENCE


36ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


37PART IVITEM 15.


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


38Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2   2




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##### Table of Contents



FIRST CHARTER
    CORPORATION
    EXPLANATORY NOTE
  Form 10-K
   3




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  EXECUTIVE
    OFFICERS
    DIRECTORS
                       4




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##### Table of Contents



SECTION 16(A)
    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
    CODE OF BUSINESS
    CONDUCT AND ETHICS AND CORPORATE GOVERNANCE GUIDELINES
   5




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##### Table of Contents



CHANGES TO
    PROCEDURES FOR SHAREHOLDERS TO NOMINATE PERSONS FOR ELECTION TO
    THE BOARD OF DIRECTORS
      AUDIT
    COMMITTEE
    AUDIT COMMITTEE
    FINANCIAL EXPERT
    ITEM 11.
    EXECUTIVE
    COMPENSATION  COMPENSATION
    DISCUSSION AND ANALYSIS
  EXECUTIVE
    COMPENSATION PHILOSOPHY
      Form 10-K/A,
 6




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##### Table of Contents



PROPOSED MERGER
    WITH FIFTH THIRD
          OVERVIEW OF
    COMPENSATION PROGRAM
      
    A long-term incentive plan (LTIP), tied to Operating
    EPS growth, Cash ROE and Net Charge-offs (see discussion under
    Elements of Compensation  Long Term Incentive
    Plan). The LTIP plan, which operates under the First
    Charter 2000 Omnibus Stock Option and Award Plan has targeted
    the level of compensation with lower payouts than typical for
    lower than peer performance and higher payouts than typical for
    higher than peer performance. For example, performance at the
    25th percentile
    of the Peer Group would result in a payout significantly less
    than the
    25th pay
    percentile, and likewise,
    75th percentile
    performance would result in a payout greater than 75th pay
    percentile.
    Share ownership guidelines to strengthen the link between the
    interests of our directors and executive officers and those of
    our shareholders (see discussion under Share Ownership
    Guidelines). 7




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##### Table of Contents



Compensation Element

Description

ObjectiveBase Salary

Fixed compensation that is usually increased annually based on
    performance and an annual review of peer compensation.

 Provide a base level of compensation that fairly accounts for the job and scope of the role being performed, and
 Reward the demonstrated proficiency of the incumbent.Annual Incentive Plan (AIP)

Variable compensation earned based on performance against
    pre-established annual goals.

 Reward for achieving critical annual operating goals
    (typically, Operating EPS) and individual performance goals
    which ultimately contribute to long-term total return to
    shareholders.Long-Term Incentive Plan (LTIP)

The value of the LTIP is comprised of 30% stock options that
    vest over time and 70% performance shares that vest based on
    achievement of three-year Charge-off, Cash ROE and Operating
    EPS, as compared to the Peer Group.

 Motivate performance consistent with third quartile earnings and return performance which impacts total return to shareholders.
 Align the economic interests of the participants with the shareholders by rewarding executives for stock price improvement.
 Aid in retention.Supplemental Executive Retirement Plan (SERP)

Non-qualified retirement benefit that provides additional
    retirement income beyond what is provided in the
    Corporations standard retirement plan through a pre-set,
    fixed annuity value. Only the CEO and one other executive
    officer are provided SERPs.

 Aid in recruiting of mid-career executives to the Corporation.
 Aid in retention.Other Benefits and Perquisites

Broad-based benefits provided to all the Corporations
    employees (e.g., medical and group term life insurance), a
    nonqualified deferred compensation arrangement, and certain
    perquisites, including club memberships, car allowance and
    supplemental welfare benefits.

 Provide a competitive total package to attract and
    retain key executives.  8




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##### Table of Contents



OPERATION OF
    COMPENSATION COMMITTEE
  Narrative to Summary
    Compensation Table
    OUTSIDE
    CONSULTANT
        COMPETITIVE
    BENCHMARKING AND POSITIONING
      
    Operate with a network of retail branches and commercial lending
    activity, with these traditional banking activities representing
    the core revenue of the bank;
    Are publicly traded and based in the United States; and 9




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##### Table of Contents




    Have an asset size relative to First Charter as of the end of
    the most recent fiscal year that is either (i) within
    $1 billion of the Corporations asset size or
    (ii) within one-half to two times of the Corporations
    asset size, while also operating a core number of branches and
    conducting commercial lending activity in metropolitan
    statistical areas (MSA) that are comparable to First
    Charters MSA.    1st Source Corp.

Hancock Holding Co.

Provident Bankshares Corp.Alabama National BanCorporation

Independent Bank Corp.

Sandy Spring Bancorp Inc.Amcore Financial Inc.

Franklin Bank Corporation

Sterling Bancshares Inc.Bank Atlantic Bancorp Inc.

Frontier Financial Corporation

Susquehanna Bancshares Inc.Chemical Financial Corp.

MB Financial Inc.

Umpqua Holdings Corp.CVB Financial Corp.

National Penn Bancshares Inc.

United Community Banks Inc.First Community Bancorp

NBT Bancorp Inc.

WesBanco Inc.First Financial Bancorp

Park National Corp.

WestAmerica BancorpFirst Midwest Bancorp Inc.

Prosperity Bancshares Inc.           
    Periodic Review.  Approximately every three
    years, the Corporation conducts a comprehensive review of all
    elements of its compensation program  focusing on
    questions of mix and total value. The last review was conducted
    in the fourth quarter of 2005. 10




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##### Table of Contents




    At Time of Plan Introduction.  When a new
    compensation plan is introduced or modified, the Corporation
    reviews relevant information from the Peer Group and
    compensation surveys.
    At Time of Individual Compensation Action(e.g., salary
    increase or change in target incentives). Each compensation
    action is reviewed within the context of relevant competitive
    compensation data. In addition, each compensation action is
    reviewed within the context of that individuals total
    compensation package.  ELEMENTS OF
    COMPENSATION
  Base
    Salary
        
    Competitive Peer Group salary information and salary survey
    information;
    Strong leadership and strategic direction provided during 2006;
    Achievement of the performance goals agreed upon with the Board
    of Directors; and
    The Corporations earnings and return performance were
    below target levels.    2007 Base Salary
    Adjustment
  PercentageName

2006 Base
    Salary(1)

2007 Base
    Salary(1)

Increase

IncreaseRobert E. James, Jr.

$
350,000


$
385,000


$
35,000



10.0
%Charles A. Caswell


245,000



265,000



20,000



8.2Sheila A. Stoke


140,000



150,000



10,000



7.1Stephen M. Rownd


245,000



257,000



12,000



4.9Cecil O. Smith, Jr.


205,000



216,000



11,000



5.4J. Scott Ensor


205,000



216,000



11,000



5.4  (1)
    
    Base salary represents the final
    year-end salary for each NEO. Differences between the base
    salary reported in this table and the salary reported in the
    Summary Compensation Table are attributable to the timing and
    administration of payroll increases.  Annual Incentive
    Plan
     11




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##### Table of Contents




    Branch Purchases and Sales;
    Securities Gains and Losses;
    Line of Business Purchase/Sale;
    Direct Merger and Acquisition Expense;
    Material Tax Penalties, Recoveries; and
    Early Extinguishment of Debt and Derivative Securities.      
    Long-term strategic plan for the Corporation;
    Actual company results compared to peers and to historical
    results;
    Anticipated operational opportunities and challenges; and
    Anticipated external economic events that could impact key
    business drivers (e.g., yield curve).       12




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##### Table of Contents



Narrative to Summary Compensation
    Table
  Name

AIP Payment for 2007Robert E. James, Jr.

$
74,800Charles A. Caswell


Sheila A. Stoke


23,100Stephen M. Rownd


34,650Cecil O. Smith, Jr.


32,300J. Scott Ensor


22,015   Long-Term
    Incentive Plan
      Equity Award Timing Policy
        Stock Options
   13




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##### Table of Contents



Performance Shares
          Operating EPS Growth Versus Peers(70% of Performance Share Award)Percentile withinPeer Group


VestingThreshold


40th



25
%Target


60th



100
%Maximum


80th



175
%    Cash ROE(30% of Performance Share Award)Cash ROE


VestingThreshold


12.5
%


0
%Target


15.0
%


100
%Maximum


17.5
%


150
%     Supplemental
    Executive Retirement Plan
   14




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##### Table of Contents



Form 10-K/A
  Deferred
    Compensation
    Perquisites and
    Other Benefits
      gross-up grossed-up
     15




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##### Table of Contents



gross-up
        Employment
    Agreements
      
    Minimum compensation levels, benefits, and perquisites;
    Non-compete and non-disclosure covenants;
    Change in control benefits; and
    A SERP.    Form 10-K/A
  SHARE OWNERSHIP
    GUIDELINES
   16




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
    Directors are expected to maintain stock holdings in the
    Corporation equal to 2.5 times aggregate annual director fees;
    The CEO is expected to maintain stock holdings in the
    Corporation equal to 2.5 times annual base salary; and
    Members of executive management, other than the CEO, are
    expected to maintain stock holdings in the Corporation equal to
    1.5 times annual base salary.    DEDUCTIBILITY OF
    COMPENSATION EXPENSES
   17




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##### Table of Contents



EXECUTIVE
    COMPENSATION
  Summary Compensation
    TableChange inPensionValue andNon-QualifiedNon-Equity

DeferredStock

Option

Incentive Plan

Compensation

All OtherName and



Salary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

TotalPrincipal Position

Year

($)

($)(1)

($)(2)(3)

($)(4)

($)(5)

($)(6)

($)(7)(8)

($)(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)Robert E. James, Jr.


2007


$
383,654






$
294,000


$
99,883


$
74,800


$
17,579


$
49,094


$
919,010President and Chief Executive Officer


2006



348,923







114,662



97,644







21,110



69,079



651,418Charles A. Caswell


2007



167,788







75,832



6,252











125,854



375,726Executive Vice President, Chief Financial Officer


2006



244,231







79,966



39,964











135,687



499,848Sheila A. Stoke


2007



148,077


$
50,000



26,713







23,100







40,672



288,562interim principal financial officer, ControllerStephen M. Rownd


2007



256,539







106,368



21,706



34,650



17,001



33,599



469,863Executive Vice President, Chief Banking Officer


2006



227,020







51,123



68,226



36,323



25,545



35,200



443,437Cecil O. Smith, Jr.


2007



215,577







93,660



17,003



32,300







40,854



399,394Executive Vice President, Chief Information Officer


2006



204,039







46,741



29,287



32,646







40,182



352,895J. Scott Ensor


2007



215,577







83,801



13,382



22,015







90,929



425,704Executive Vice President, Chief Risk Officer


2006



173,654







43,941



33,978



40,824







12,602



304,999  (1)
    
    Performance bonuses for 2007
    were paid under the Annual Incentive Plan. In accordance with
    SEC requirements, these amounts are reported in the Non-Equity
    Incentive Plan Compensation column (column (g)), and as a
    result, column (d) entitled Bonus has been left
    blank for each officer, except Ms. Stoke. Ms. Stoke
    received a discretionary retention bonus for the year
    2007.(2)
    
    Includes the FAS 123(R)
    expense recognized in the years indicated for outstanding
    performance share awards. For more information on the
    outstanding performance shares held by the NEOs, please refer to
    Outstanding Equity Awards at Fiscal Year-End for
    2007. Performance shares were granted February 8,
    2007, with a grant-date fair value of $22.70 per share. The
    grant-date fair value represented the closing market price of
    the date of grant, less the discounted present value of
    dividends that participants will not receive on the award over
    the performance period. The grant-date fair value is being
    expensed ratably over the three-year performance period at the
    target performance level. No forfeitures were assumed in
    determining the expense.(3)
    
    Includes the FAS 123(R)
    expense recognized for each of the outstanding shares of
    restricted stock held by each of the following NEOs: $0 and
    $23,730 in 2007 and 2006, respectively for Mr. Caswell;
    $9,869 and $16,919 in 2007 and 2006, respectively for
    Mr. Ensor; and $26,713 for Ms. Stoke in 2007. None of
    the other NEOs held shares of restricted stock. For more
    information on the outstanding shares of restricted stock held
    by Messrs. Caswell and Ensor, please refer to
    Outstanding Equity Awards at Fiscal Year-End for
    2007. Restricted shares are expensed ratably over the
    vesting period (five years for Mr. Caswell and three years
    for Mr. Ensor) using the grant-date fair value,
    representing the closing market price on the date of grant
    ($23.73 on February 14, 2005 for Mr. Caswell and
    $22.34 on July 28, 2004 for Mr. Ensor).(4)
    
    Represents the FAS 123(R)
    expense recognized in the year indicated for outstanding stock
    options. For more information on the outstanding stock options
    held by the NEOs, please refer to Outstanding Equity
    Awards at Fiscal Year-End for 2007. The assumptions used
    in the calculation of these amounts are included in Note 18
    Share-Based Payments in the Notes to Consolidated
    Financial Statements included within First Charters Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2007.(5)
    
    This column contains
    compensation paid to the NEOs under the Annual Incentive Plan
    and, as described in the Compensation Discussion and
    Analysis section above, Annual Incentive Plan awards are
    paid to the NEOs when specific performance measures are achieved
    and the payment is approved by the Compensation
    Committee.(6)
    
    The amounts listed in column
    (h) are attributable to the change in actuarial present
    value for the SERPs of Messrs. James and Rownd from
    December 31, 2006 to December 31, 2007. For a
    discussion of the assumptions underlying this valuation, please
    refer to the notes to the table below entitled Pension
    Benefits for 2007. There were no changes of value
    attributable to nonqualified deferred compensation
    earnings. 18




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##### Table of Contents



(7)
    
    All other compensation for each
    of the NEOs consists of the following component
    perquisites:  B. James

C. Caswell

S. Stoke

S. Rownd

C. Smith

S. EnsorAuto

$
6,373


$
6,591


$



$
8,354


$
11,918


$
7,061Club


5,144



4,770







7,603



4,745



72,848Whole life insurance


13,967



















Term life insurance


3,987



528



1,221



777



2,896



439Supplemental disability insurance


3,161











4,491







Relocation










21,964











Relocation
    gross-up










15,929











401(k) contributions


10,125



5,928



1,558



10,125



10,125



8,618Restoration contributions


5,830











1,742



694



1,456Tax preparation service


507











507



507



507Payment of unused PTO






10,192











9,969



Total

$
49,094


$
28,009


$
40,672


$
33,599


$
40,854


$
90,929  (8)
    
    Mr. Caswells total
    also includes $97,845 of severance payments made after his
    separation date, August 17, 2007, pursuant to a Transition
    Agreement and Release between the Corporation and
    Mr. Caswell.  Narrative to
    Summary Compensation Table
      Robert E. James, Jr.
  Stephen M. Rownd.
 19




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##### Table of Contents



Charles A. Caswell.
      Change in Control Provisions.
  and/or
 20




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##### Table of Contents



Grants of
    Plan-Based Awards for 2007
  GrantEstimated Future Payouts

Estimated Future Payouts

All Other

All Other

Exercise

DateUnder Non-Equity Incentive

Under Equity Incentive

Stock

Option

or

FairPlan
    Awards(1)

Plan
    Awards(2)

Awards

Awards

Base

ValueNumber of

Number of

Price

of  StockShares of

Securities

of

andStock or

Underlying

Option

OptionGrant

Threshold

Target

Maximum

Threshold

Target

Maximum

Units

Options

Awards

AwardsName

Date

($)

($)

($)

(#)

(#)

(#)

(#)

(#)(3)

($/Share)(4)

($)(5)(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)Robert E. James, Jr.


1/18/07


$
74,800


$
249,400


$
498,800



























2/08/07















2,765



15,800



26,465














$
358,6602/08/07































20,600


$
24.46



115,978Charles A. Caswell


1/18/07



39,750



132,500



265,000



























2/08/07















1,330



7,600



12,730















172,5202/08/07































9,900



24.46



55,737Sheila A. Stoke


1/18/07



18,500



37,000



55,500



























Stephen M. Rownd


1/18/07



38,500



128,300



256,600



























2/08/07















1,278



7,300



12,228















165,7102/08/07































9,600



24.46



54,048Cecil O. Smith, Jr.


1/18/07



25,900



86,400



172,800



























2/08/07















1,085



6,200



10,385















140,7402/08/07































8,100



24.46



45,603J. Scott Ensor


1/18/07



25,900



86,200



172,400



























2/08/07















1,085



6,200



10,385















140,7402/08/07































8,100



24.46



45,603   (1)
    
    Amounts shown are estimated
    threshold, target and maximum payouts for fiscal 2007 to the
    NEOs under the Annual Incentive Plan. Actual bonuses received by
    these named executive officers for fiscal 2007 are reported in
    the Summary Compensation Table under the column entitled
    Non-Equity Incentive Plan Compensation. As described
    in the Compensation Discussion and Analysis section
    above, the Annual Incentive Plan awards are paid to the NEOs
    when specific performance measures are achieved and the payment
    is approved by the Compensation Committee.(2)
    
    Amounts shown are estimated
    threshold, target and maximum for performance shares that were
    granted in 2007 under the Corporations 2000 Omnibus Stock
    Option and Award Plan, which will result in the issuance of the
    number of shares of First Charter common stock indicated three
    years from the date of grant if the established performance
    criteria are met. The vesting for performance shares is
    contingent upon the achievement of Net Charge-off, Operating EPS
    and Cash ROE goals over the three year performance period, as
    described in the Compensation Discussion and
    Analysis section above.(3)
    
    Stock options vest 20% per year
    over the 5 year vesting period.(4)
    
    The option exercise price is the
    closing price of First Charter common stock on the date of
    grant. The closing price of First Charters common stock on
    February 8, 2007, the date of the grant, was
    $24.46.(5)
    
    The value of a performance share
    award or option award is based on the fair value as of the grant
    date of such award determined pursuant to FAS 123(R). The
    grant date fair value for the performance shares is based on the
    target award and the SFAS 123(R) value of $22.70. The grant
    date fair value for the stock options is based on the
    SFAS 123(R) value of $5.63. For a discussion of grant date
    fair value calculations, please refer to footnote 2 to the
    Summary Compensation Table. 21




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##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year-End for 2007
  Option Awards

Stock AwardsEquity









Equity Incentive

Equity IncentiveIncentive









Plan Awards:

Plan Awards:Number of

Plan Awards:





Number of

Market Value

Number of

Market or PayoutNumber of

Securities

Number of





Shares or

of Shares

Unearned

Value of UnearnedSecurities

Underlying

Securities





Units of

or Units

Shares, Units

Shares, Units orUnderlying

Unexercised

Underlying

Option



Stock that

of Stock

or Other Rights

Other RightsUnexercised

Options

Unexercised

Exercise

Option

Have Not

that Have

That Have

that HaveOptions (#)

(#)

Unearned

Price

Expiration

Vested

Not Vested

Not Vested

Not VestedName

Exercisable

Unexercisable(1)

Options (#)

($)

Date

(#)(2)

($)(3)

(#)(4)

($)(5)(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)Robert E. James, Jr.


27,210










$
18.38



1/29/2009















959











14.50



1/20/2010















23,296











15.75



1/17/2011















21,985











17.37



1/16/2012















21,597











18.39



1/15/2013















18,448











23.66



1/19/2015















3,600



14,400







23.66



3/9/2016



















20,600







24.46



2/8/2017











































31,500


$
940,590Charles A. Caswell






























































5,967



178,175Sheila A. Stoke






















3,000


$
89,580







Stephen M. Rownd






6,400







23.66



3/9/2016



















9,600







24.46



2/8/2017











































14,300



426,998Cecil O. Smith, Jr.


4,237











23.60



2/28/2015















1,480



5,920







23.66



3/9/2016



















8,100







24.46



2/8/2017











































12,600



376,236J. Scott Ensor


4,000











16.57



10/28/2012















4,072











18.39



1/15/2013















3,583











20.90



2/25/2014















5,736











23.66



1/19/2015















860



3,440







23.66



3/9/2016



















8,100







24.46



2/8/2017











































9,900



295,614    (1)
    
    Stock options vest 20% per year
    over the five-year vesting period, with 100% vesting occurring
    on 2/8/2012.(2)
    
    Restricted stock units granted
    to Ms. Stoke will vest three years from the date of the
    grant on November 15, 2009.(3)
    
    Calculated by multiplying the
    unvested shares of restricted stock by the closing market price
    of First Charters common stock on December 31, 2007
    ($29.86).(4)
    
    Amounts shown are target number
    of performance shares granted in 2007. The actual vesting for
    performance shares is contingent upon the achievement of Net
    Charge-off, Operating EPS and Cash ROE goals over the three-year
    performance period, as described in the Compensation
    Discussion and Analysis section above.(5)
    
    Calculated by multiplying the
    target number of performance shares by the closing market price
    of First Charters common stock on December 31, 2007
    ($29.86). 22




---



##### Table of Contents



Option Exercises
    and Stock Vested for 2007
  Option Awards

Stock AwardsNumber of SharesAcquired on

Value Realized

Number of Shares

Value RealizedExercise

on Exercise

Acquired on Vesting

on VestingName

(#)

($)(1)

(#)

($)(2)(a)

(b)

(c)

(d)

(e)Robert E. James, Jr.


23,622


$
318,474






$
Charles A. Caswell


11,780



60,556







Sheila A. Stoke














Stephen M. Rownd


22,785



179,019







Cecil O. Smith, Jr.


2,901



18,160







J. Scott Ensor










2,272



41,804    (1)
    
    The value realized on exercise
    represents the difference between the closing market price on
    the day of exercise and the exercise price multiplied by the
    number of shares acquired on exercise.(2)
    
    The value realized represents
    the number of shares acquired on vesting multiplied by the
    closing market price on the day of vesting. The closing market
    price on December 31, 2007 ($29.86), was used to determine
    value.  Pension Benefits
    for 2007
  Number of

PresentYears

Value of

PaymentsCredited

Accumulated

DuringService

Benefit

Last Fiscal YearName

Plan Name

(#)(1)

($)(2)

($)(a)

(b)

(c)

(d)

(e)Robert E. James, Jr.

SupplementalExecutive Retirement Plan


80
%

$
548,433



Charles A. Caswell












Sheila A. Stoke












Stephen M. Rownd

SupplementalExecutive Retirement Plan


60



742,273



Cecil O. Smith, Jr.












J. Scott Ensor












    (1)
    
    Benefits under the SERP
    agreements vest in percentage increments each year, as described
    herein under the caption, Narrative to Pension Benefits Table.
    As of December 31, 2007, Messrs. James and Rownd were
    80% and 60% vested, respectively, in their respective SERP
    benefits. Each SERP provides a ten-year certain annuity, as
    described in the narrative below.(2)
    
    Please refer to the accompanying
    textual narrative for a discussion of the assumptions underlying
    the present value calculation for the accumulated
    benefits.  Narrative to
    Pension Benefits Table
   23




---



##### Table of Contents




    We have assumed the full benefit will be payable at the date the
    participant becomes fully vested
    (1/1/2009
    and 1/1/2011
    for Messrs. James and Rownd, respectively), rather than at
    age 65.
    Since the benefits are fixed in terms of the monthly amount and
    the form of payment, the present value will not change due to
    any benefit accruals. However, the present value will change
    from year to year due to (i) the passage of time to reflect
    the time value of money at a discount rate and
    (ii) discount rate fluctuations from measurement date to
    measurement date.
    The present value at December 31, 2007 was determined using
    a discount rate of 6.5%, which is consistent with assumptions
    applicable to 2006 and 2007 FASB pension plan disclosure. Since
    the benefits are payable as a ten-year certain annuity to the
    participant, or to a beneficiary upon the participants
    death, no discount for mortality applies.  Nonqualified
    Deferred Compensation for
    2007(1)
  Executive





Aggregate

AggregateContributions

Registrant

Aggregate

Withdrawals

Balance at Lastin Last Fiscal

Contributions In

Earnings In Last

and/or

Fiscal YearYear

Last Fiscal Year

Fiscal Year

Distributions

EndName

($)

($)(2)

($)

($)

($)(a)

(b)

(c)

(d)

(e)

(f)Robert E. James, Jr.

$



$
10,502


$
962


$



$
25,142Charles A. Caswell






3,845



28







1,588Sheila A. Stoke


















Stephen M. Rownd






2,587



189







10,816Cecil O. Smith, Jr.






497



15







J. Scott Ensor






14











    (1)
    
    Reflects deferred compensation
    under the OPT Plan, which is described in the narrative
    below.(2)
    
    Amounts in this column represent
    contributions credited during 2007 for the year 2006 and were
    included in the 2006 Summary Compensation Table.  Narrative to
    Nonqualified Deferred Compensation Table
   24




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##### Table of Contents



Potential
    Payments Upon Termination or Change in Control
    Accrued and Vested Benefits. and/or
    Accrued and
    Vested Benefits
  James


Caswell


Stoke


Rownd


Smith


EnsorSeverance/salary

$



$



$



$



$



$
Vested SERP


628,000











723,000







Vested OPT balances


25,142



1,588







10,816



512



14Vested
    options(1)


1,311,475















26,269



172,865Total

$
1,964,617


$
1,588


$



$
733,816


$
26,781


$
172,879   (1)
    
    The value of the vested stock
    options is calculated by multiplying the number of options by
    the difference between the exercise price over the closing
    market price of First Charters common stock on
    December 31, 2007 ($29.86). 25




---



##### Table of Contents



Death, Disability or Retirement.
      Death, Disability
    or Retirement
  James


Caswell


Stoke


Rownd


Smith


EnsorSalary

$
385,000


$



$



$
257,000


$



$
AIP payments


74,800











38,500







Accelerated portion of
    SERP(1)


157,000











482,000







Accelerated
    options(2)


200,520











91,520



80,444



65,068Accelerated restricted
    stock(3)










89,580











Accelerated/pro-rata performance
    shares(3)


940,590











426,998



187,222



134,012Total

$
1,757,910


$



$
89,580


$
1,296,018


$
267,666


$
199,080   (1)
    
    Vesting accelerates and benefit
    is payable only in the event of death or disability and is not
    payable in the event of retirement.(2)
    
    The value of the accelerated
    stock options is calculated by multiplying the number of
    accelerated options by the difference between the exercise price
    over the closing market price of First Charters common
    stock on December 31, 2007 ($29.86).(3)
    
    The value of the accelerated
    performance shares and accelerated shares of restricted stock is
    calculated by multiplying the number of accelerated shares by
    the closing market price of First Charters common stock on
    December 31, 2007 ($29.86).  Termination Without Cause or Resignation For Good
    Reason.
 26




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##### Table of Contents



Termination
    Without Cause/Resignation For Good Reason
  James


Caswell


Stoke


Rownd


Smith


EnsorSeverance/salary

$
1,155,000


$



$



$
771,000


$



$
AIP payment


226,236











154,223







Accelerated portion of
    SERP(1)


157,000











482,000







Accelerated
    options(2)


200,520











91,520



80,444
(4)


65,068
(4)Accelerated restricted
    stock(3)






















Accelerated performance
    shares(3)


940,590











426,998



187,222
(4)


134,012
(4)Welfare benefits


16,791











16,791







Total

$
2,696,137


$



$



$
1,942,532


$
267,666
(4)

$
199,080
(4)   (1)
    
    Represents acceleration of SERP
    balance in addition to the vested portion of the SERP at
    December 31, 2007 ($628,000 for Mr. James and $723,000
    for Mr. Rownd).(2)
    
    The value of the accelerated
    stock options is calculated by multiplying the number of
    accelerated options by the difference between the exercise price
    over the closing market price of First Charters common
    stock on December 31, 2007 ($29.86).(3)
    
    The value of the accelerated
    performance shares and accelerated shares of restricted stock is
    calculated by multiplying the number of accelerated shares by
    the closing market price of First Charters common stock on
    December 29, 2007 ($29.86).(4)
    
    For Messrs. Smith and Ensor
    and Ms. Stoke, benefits are payable only in the event of
    termination without cause and are not payable in connection with
    resignation for good reason.  Termination Following a Change in Control.
 27




---



##### Table of Contents



gross-up
    Termination
    Following a Change in Control
  James


Caswell


Stoke


Rownd


Smith


EnsorSeverance/cash(1)

$
1,829,131


$



$
150,000


$
1,163,452


$
522,202


$
586,088AIP payment


74,800











38,500







Accelerated portion of
    SERP(2)


157,000











482,000







Accelerated
    options(3)


200,520











91,520



80,444



65,068Accelerated restricted
    stock(4)










89,580











Accelerated performance
    shares(4)


940,590











426,998



376,236



295,614Welfare benefits


36,742







11,282



36,742



23,294



24,149Excise tax (280G)
    gross-up(5)


1,416,189











743,360







Total

$
4,654,972


$



$
250,862


$
2,982,572


$
1,002,716
(6)

$
970,919
(6)    (1)
    
    Represents amounts payable
    following a change in control if the executive is terminated
    without cause.(2)
    
    Represents acceleration of SERP
    balance in addition to the vested portion of the SERP at
    December 31, 2007 ($628,000 for Mr. James and $723,000
    for Mr. Rownd).(3)
    
    The value of the accelerated
    stock options is calculated by multiplying the number of
    accelerated options by the difference between the exercise price
    over the closing market price of First Charters common
    stock on December 31, 2007 ($29.86).(4)
    
    The value of the accelerated
    performance shares and accelerated shares of restricted stock is
    calculated by multiplying the number of accelerated shares by
    the closing market price of First Charters common stock on
    December 31, 2007 ($29.86).(5)
    
    Pursuant to their employment
    agreements, Messrs. James and Rownd will be entitled to a
    payment from the Corporation consisting of the excise tax
    payable in accordance with Internal Revenue Code
    section 280G. Because the executive is entitled to receive
    severance payments following a termination without cause where
    there has been no change in control, a portion of the amount
    reflected might not be deemed to have been paid in
    connection with a change in control under Internal Revenue
    Code section 280G and therefore would not cause the
    executive to incur an excise tax that would be subject to a
    gross-up
    payment under the applicable employment agreement. Accordingly,
    based on the facts and circumstances surrounding the termination
    of the executive, the calculated excise tax and related
    gross-up
    could be substantially reduced or eliminated.(6)
    
    Total amounts for
    Messrs. Smith and Ensor will be reduced due to Internal
    Revenue Code section 280G limits . 28




---



##### Table of Contents



Change in Control
    and Proposed Merger with Fifth Third
    Caswell
    Transition Agreement
    Payments Under
    Transition Agreement
  VestedSeverance/



Vested

Performance

WelfareName

Salary/ PTO

AIP Payment

Options

Shares(1)

Benefits

TotalCaswell

$
176,865










$
160,751


$
3,910


$
341,526   (1)
    
    Represents cash payment in
    settlement of outstanding performance shares.  COMPENSATION
    COMMITTEE REPORT
    Form 10-K/A Form 10-K/A Form 10-K
    Jerry E. McGee (Chairman)

John S. PoelkerMichael R. Coltrane

L.D. Warlick, Jr.Walter H. Jones, Jr.  29




---



##### Table of Contents



DIRECTOR
    COMPENSATION
  Director Compensation for
    2007(1)Change inPension ValueFees







andEarned







Nonqualifiedor

Stock

Option

Non-Equity

Deferred

All OtherPaid in

Awards

Awards

Incentive Plan

Compensation

Compensation

TotalName

Cash ($)

($)(2)(3)(5)

($)(4)(5)

Compensation ($)

Earnings

($)(6)

($)(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)William R. Black


60,750



16,029



















76,779James E. Burt III


51,750



16,029











0(7
)

$
64,054



131,833Michael R. Coltrane


55,250



16,029



















71,279Richard F. Combs


41,000



8,145



















49,145John J. Godbold, Jr.


54,750



16,029



















70,779Jewell D. Hoover


67,750



8,145



















75,895Charles A. James


60,250



16,029



















76,279Walter H. Jones, Jr.


54,750



16,029



















70,779Samuel C. King, Jr.


56,000



16,029



















72,029Jerry E. McGee


54,250



16,029



















70,279Ellen L. Messinger


55,000



16,029



















71,029Hugh H. Morrison


50,000



16,029



















66,029John S. Poelker


99,000



8,145



















107,145Thomas R.
    Revels(8),
    retired


12,250



6,246



















18,496Lawrence D. Warlick, Jr.


46,750



16,029



















62,779William W. Waters


41,500



16,065



















57,565    (1)
    
    Robert E. James, First
    Charters President and Chief Executive Officer, is not
    included in this table because he is an employee of the
    Corporation and thus receives no compensation for his service as
    a director. The compensation received by Mr. James as an
    employee of the Corporation is shown in the Summary Compensation
    Table above.(2)
    
    Represents the FAS 123(R)
    expense recognized in 2007 for outstanding shares of restricted
    stock held by the directors. Restricted shares are expensed
    ratably over the vesting period, assuming no forfeitures, using
    the grant date fair value, as discussed in footnote 3,
    below.(3)
    
    On February 8, 2007, each
    of the non-employee directors received an award of
    1,000 shares of restricted stock, each with a
    FAS 123(R) grant date fair value of $24,460. Restricted
    shares granted to directors during 2007 vest 1/3 annually with
    vesting dates of 12/31/07, 12/31/08, and 12/31/09.(4)
    
    Represents the FAS 123(R)
    expense recognized in 2007 for outstanding stock options. In
    December 2006, the vesting for all outstanding stock options,
    [except for awards made in 2006,] was accelerated so that all
    such stock options were 100% vested. Stock options are no longer
    granted to directors as part of their annual retainer, having
    been replaced by restricted stock awards. Accordingly, the
    Corporation recognized no FAS 123(R) expenses for directors
    in 2007 except for President and Chief Executive Officer, Robert
    E. James, Jr. (see Summary Compensation Table).(5)
    
    The outstanding equity awards
    for each director as of December 31, 2007 were as
    follows: 30




---



##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year-End for 2007
  Option AwardsNumber of

Stock AwardsSecurities

Number ofUnderlying

Shares or UnitsUnexercised Options

Stock that have(#)

not VestedName

Exercisable

(#)(a)

(b)

(c)William R. Black






1,332James E. Burt III


12,100



1,332Michael R. Coltrane


19,200



1,332Richard F. Combs






666John J. Godbold, Jr.


20,200



1,332Jewell D. Hoover






666Charles A. James






1,332Walter H. Jones, Jr.


2,500



1,332Samuel C. King, Jr.


13,240



1,332Jerry E. McGee


10,300



1,332Ellen L. Messinger


18,200



1,332Hugh H. Morrison






1,332John S. Poelker






666Thomas R. Revels, retired






Lawrence D. Warlick, Jr.


8,520



1,332William W. Waters






1,332   (6)
    
    On June 29, 2000, the
    Corporation and Mr. Burt entered into a Separation and
    Consulting Agreement terminating Mr. Burts employment
    agreement with the Corporation and its successors. Pursuant to
    the agreement, Mr. Burt served as a consultant to the
    Corporation on a part-time basis. This agreement terminated on
    July 31, 2007. During 2007, Mr. Burt received $64,054
    for his consulting services.(7)
    
    The Corporation provides
    Mr. Burt with monthly payments in the amount of $4,166.67
    ($50,000 a year) under a supplemental executive retirement plan.
    Because these benefits are payable as a ten-year certain annuity
    to the participant, the present value of the benefit will
    decline each year. From December 31, 2006 to
    December 31, 2007, the present value of this benefit
    declined by $39,301. Mr. Burt is entitled to continue
    receiving these monthly payments until August 2012.(8)
    
    Thomas R. Revels retired from
    the Board of Directors, effective May 23, 2007, upon the
    expiration of his term. Upon his retirement,
    Mr. Revels unvested restricted stock awards expired.
    He was permitted, under the appropriate plan(s), and pursuant to
    the Corporations policy, to exercise vested stock options
    over a
    90-120 day
    period expiring November 23, 2007.  Narrative to
    Director Compensation Table
   31




---



##### Table of Contents



Deferred Compensation for Non-Employee
    Directors.
      and/or
  Burt Agreements.
    COMPENSATION
    COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
   32




---



##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  EQUITY
    COMPENSATION PLAN INFORMATION
    Weighted-Average

SharesShares to Be

Option

Available forIssued Upon

Exercise

FutureExercise(1)

Price

GrantsPlans approved by shareholders


1,099,948


$
20.37



1,489,285Plans not approved by shareholders










Total


1,099,948


$
20.37



1,489,285   (1)
    
    Does not include outstanding
    options to purchase 24,584 shares of common stock assumed
    through various acquisitions. As of December 31, 2007,
    these assumed options had a weighted-average exercise price of
    $16.25 per share and are all exercisable.  SHARE OWNERSHIP
    OF CERTAIN BENEFICIAL OWNERS
    Shares Beneficially OwnedName and Address of Beneficial
    Owner

Number

Percent of ClassCarlson Capital, L.P.Asgard Investment Corp.Clint D. Carlson
    2100 McKinney Avenue, Suite 1600
    Dallas, Texas 75201


2,209,658
(1)


6.3
%    (1)
    
    Based on information contained
    in Schedule 13G filed with the SEC on March 10, 2008.
    The persons listed have the power to vote and dispose of
    2,209,658 shares of the Corporations common stock for
    certain accounts. 33




---



##### Table of Contents



OWNERSHIP OF
    COMMON STOCK
    Shares Beneficially
    Owned(1)Name

Number


Percent of ClassWilliam R. Black


117,412
(2)


*James E. Burt, III


162,713
(3)


*Charles A. Caswell


9,260
(4)


*Michael R. Coltrane


111,514
(5)


*Richard F. Combs


129,511
(6)


*J. Scott Ensor


23,003
(7)


*John J. Godbold, Jr.


176,718
(8)


*Jewell D. Hoover


4,712
(9)


*Charles A. James


187,684
(10)


*Robert E. James, Jr.


146,652
(11)


*Walter H. Jones, Jr.


67,555
(12)


*Samuel C. King, Jr.


81,388
(13)


*Jerry E. McGee


44,794
(14)


*Ellen L. Messinger


29,421
(15)


*Hugh H. Morrison


57,451
(16)


*John S. Poelker


5,017
(17)


*Stephen M. Rownd


6,735
(18)


*Cecil O. Smith, Jr.


13,395
(19)


*Sheila A. Stoke


3,979
(20)


*L. D. Warlick, Jr.


180,276
(21)


*William W. Waters


78,478
(22)


*All directors and executive officers of the Corporation as a
    group (23 persons)


1,662,841
(23)


4.7
%    *
    
    Less than 1%.(1)
    
    Except as otherwise noted, the
    persons named in the table have sole voting and investment power
    with respect to the shares listed.(2)
    
    Includes 1,332 unvested
    restricted shares granted under the Corporations
    Restricted Stock Award Program as to which he has sole voting
    power, but not investment power.(3)
    
    Includes 10,808 shares
    owned by Mr. Burts spouse, as to which she has sole
    voting and investment power. Also includes
    (i) 12,100 shares that may be acquired by him upon the
    exercise of stock options that are currently exercisable,
    (ii) 9,555 shares as to which he may be deemed to be
    the beneficial owner that are held pursuant to the Deferred
    Compensation Plan, as to which he would have sole voting and
    investment power upon acquisition and (iii) 1,332 unvested
    restricted shares granted under the Corporations
    Restricted Stock Award Program as to which he has sole voting
    power, but not investment power.(4)
    
    Mr. Caswell ceased working
    with the Corporation effective August 17, 2007. Includes
    6,560 shares owned jointly by Mr. Caswell and his
    spouse, as to which he has shared voting and investment
    power.(5)
    
    Includes 19,200 shares that
    may be acquired by Mr. Coltrane upon the exercise of stock
    options that are currently exercisable. Also includes
    (i) 11,776 shares as to which he may be deemed to be
    the beneficial owner that are held pursuant to the Deferred
    Compensation Plan, as to which he would have sole voting and
    investment power upon acquisition, (ii) 8,924 shares
    held in the Anne Collins Coltrane Trust as to which he may be
    deemed to be the beneficial owner, as to which he has sole
    voting and investment power, (iii) 1,332 unvested
    restricted shares granted under the Corporations
    Restricted Stock Award Program as to which he has sole voting
    power, but not investment power and (iv) 30,037 shares
    held by LDC Associates Limited Partnership as to which he has
    shared voting power and investment power.(6)
    
    Includes 13,688 shares
    owned by Mr. Combss spouse, as to which she has sole
    voting and investment power. Also includes 666 unvested
    restricted shares granted under the Corporations
    Restricted Stock Award Program as to which he has sole voting
    power, but not investment power.(7)
    
    Includes 20,731 shares that
    may be acquired by Mr. Ensor upon the exercise of stock
    options that are currently exercisable or become exercisable
    within 60 days of March 1, 2008.(8)
    
    Includes 1,789 shares owned
    by Mr. Godbolds spouse, as to which she has sole
    voting and investing power. Also includes
    (i) 20,200 shares that may be acquired by
    Mr. Godbold upon the exercise of stock options that are
    currently exercisable and 34




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##### Table of Contents



(ii) 1,332 unvested
    restricted shares granted under the Corporations
    Restricted Stock Award Program as to which he has sole voting
    power, but not investment power.  (9)
    
    Includes 666 unvested restricted
    shares granted under the Corporations Restricted Stock
    Award Program as to which Ms. Hoover has sole voting power,
    but not investment power.(10)
    
    Includes 19,200 shares
    owned jointly by Mr. Charles A. James and his children, as
    to which he has shared voting and investment power. Also
    includes 1,332 unvested restricted shares granted under the
    Corporations Restricted Stock Award Program as to which he
    has sole voting power, but not investment power.(11)
    
    Includes 124,815 shares
    that may be acquired by Mr. Robert E. James, Jr. upon the
    exercise of stock options that are currently exercisable or
    become exercisable within 60 days of March 1, 2008,
    and 462 shares owned jointly by Mr. Jamess
    children, as to which they have shared voting and investment
    power.(12)
    
    Includes 528 shares owned
    jointly by Mr. Jones and his spouse, as to which he has
    shared voting and investment power. Also includes
    (i) 33,101 shares owned by his spouse, as to which she
    has sole voting and investment power, (ii) 174 shares
    as to which he may be deemed to be the beneficial owner that are
    held pursuant to the Deferred Compensation Plan, as to which he
    would have sole voting and investment power upon acquisition and
    (iii) 1,332 unvested restricted shares granted under the
    Corporations Restricted Stock Award Program as to which he
    has sole voting power, but not investment power.(13)
    
    Includes 6,514 shares owned
    jointly by Mr. King and his spouse, as to which they have
    shared voting and investment power. Also includes
    (i) 4,782 shares owned by his spouse, as to which she
    has sole voting and investment power, (ii)13,240 shares
    that may be acquired by him upon the exercise of stock options
    that are currently exercisable, and (iii) 1,332 unvested
    restricted shares granted under the Corporations
    Restricted Stock Award Program as to which he has sole voting
    power, but not investment power.(14)
    
    Includes 10,300 shares that
    may be acquired by Dr. McGee upon the exercise of stock
    options that are currently exercisable. Also includes
    (i) 11,220 shares as to which he may be deemed to be
    the beneficial owner that are held pursuant to the Deferred
    Compensation Plan, as to which he would have sole voting and
    investment power upon acquisition and (ii) 1,332 unvested
    restricted shares granted under the Corporations
    Restricted Stock Award Program as to which he has sole voting
    power, but not investment power.(15)
    
    Includes 447 shares owned
    by Ms. Messingers spouse, as to which he has sole
    voting and investment power. Also includes
    (i) 18,200 shares that may be acquired by her upon the
    exercise of stock options that are currently exercisable,
    (ii) 1,524 shares held by Ms. Messinger as
    custodian for her children, as to which they have shared voting
    and investment power, (iii) 1,332 unvested restricted
    shares granted under the Corporations Restricted Stock
    Award Program as to which she has sole voting power, but not
    investment power, and (iv) 156 shares as to which she
    may be deemed to be the beneficial owner that are held pursuant
    to the Deferred Compensation Plan, as to which she would have
    sole voting and investment power upon acquisition.(16)
    
    Includes 1,451 shares owned
    by Mr. Morrisons spouse, as to which she has sole
    voting and investment power. Also includes (i) 1,332
    unvested restricted shares granted under the Corporations
    Restricted Stock Award Program as to which he has sole voting
    power, but not investment power and (ii) 28,000 shares
    pledged as collateral.(17)
    
    Includes 666 unvested restricted
    shares granted under the Corporations Restricted Stock
    Award Program as to which Mr. Poelker has sole voting
    power, but not investment power.(18)
    
    Includes 3,520 shares that
    may be acquired by Mr. Rownd upon the exercise of stock
    options that are currently exercisable or become exercisable
    within 60 days of March 1, 2008.(19)
    
    Includes 8,817 shares that
    may be acquired by Mr. Smith upon the exercise of stock
    options that are currently exercisable or become exercisable
    within 60 days of March 1, 2008.(20)
    
    Includes 3,000 unvested
    restricted shares granted under the Corporations
    Restricted Stock Award Program as to which Ms. Stoke has
    sole voting power, but not investment power.(21)
    
    Includes 3,062 shares held
    by Mr. Warlicks spouse as custodian for their
    children, as to which she has sole voting and investment power.
    Also includes (i) 31,269 shares owned by his spouse,
    as to which she has sole voting and investment power,
    (ii) 8,520 shares that may be acquired by him upon the
    exercise of stock options that are currently exercisable,
    (iii) 1,070 shares as to which he may be deemed to be
    the beneficial owner that are held pursuant to the Deferred
    Compensation Plan, as to which he would have sole voting and
    investment power upon acquisition, and (iv) 1,332 unvested
    restricted shares granted under the Corporations
    Restricted Stock Award Program as to which he has sole voting
    power, but not investment power.(22)
    
    Includes 1,332 unvested
    restricted shares granted under the Corporations
    Restricted Stock Award Program as to which Mr. Waters has
    voting power, but not investment power.(23)
    
    Includes 15,068 shares that
    may be acquired by two other unnamed executive officers upon the
    exercise of stock options that are currently exercisable or
    become exercisable within 60 days of March 1, 2008.
    Also includes 600 unvested restricted shares granted under the
    Corporations Restricted Stock Award Program, as to which
    one unnamed executive officer has sole voting power, but not
    investment power.  Changes in
    Control
   35




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##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  CONFLICTS OF
    INTEREST TRANSACTIONS
      mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law
  CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS
   36




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##### Table of Contents



DIRECTOR
    INDEPENDENCE
    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    Fees

2007


2006Audit
    fees(1)

$
919,000


$
1,100,000Audit related
    fees(2)


116,500



67,885Tax
    fees(3)


11,800



55,505All other fees






    (1)
    
    Audit fees are presented on an
    audit year basis in accordance with SEC guidance.(2)
    
    Consists of aggregate fees
    billed for audit of employee benefit plans and fees for
    consultations related to audit and accounting matters.(3)
    
    Consists of aggregate fees
    billed for tax compliance of $0 and $13,500 in 2007 and 2006,
    respectively. Also consists of tax advice on return filings of
    $11,800 and $42,005 in 2007 and 2006, respectively.  POLICY ON AUDIT
    COMMITTEE PRE-APPROVAL OF THE AUDIT AND PERMISSIBLE NON-AUDIT
    SERVICES BY THE INDEPENDENT REGISTERED PUBLIC
    ACCOUNTANTS
    case-by-case
 37




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    (1)

Financial Statements (previously filed with the Original Filing):Reports of KPMG LLP, Independent Registered Public Accounting
    FirmConsolidated Balance Sheets as of December 31, 2007 and 2006Consolidated Statements of Income for the years ended
    December 31, 2007, 2006, and 2005Consolidated Statements of Shareholders Equity for the
    years ended December 31, 2007,
      2006, and 2005Consolidated Statements of Cash Flows for the years ended
    December 31, 2007, 2006, and
      2005Notes to Consolidated Financial Statements(2)

Financial Statement Schedules:None(3)

Exhibits.  38




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##### Table of Contents



Exhibit No.(per ExhibitTable inItem 601 ofRegulation S K)

Description of Exhibits2.1

Agreement and Plan of Merger, dated June 1, 2006, by and
    between the Registrant and GBC Bancorp, Inc., incorporated
    herein by reference to Exhibit 2.1 of the Registrants
    Current Report on
    Form 8-K,
    dated June 1, 2006.2.2

Agreement and Plan of Merger dated as of August 15, 2007 by
    and between First Charter Corporation and Fifth Third Bancorp,
    incorporated herein by reference to Exhibit 2.1 of the
    Registrants Current Report on
    Form 8-K,
    dated August 15, 2007.2.3

Amended and Restated Agreement and Plan of Merger dated as of
    September 14, 2007, by and among First Charter Corporation,
    Fifth Third Bancorp, and Fifth Third Financial Corporation,
    incorporated herein by reference to Exhibit 2.1 of the
    Registrants Current Report on
    Form 8-K,
    dated September 14, 2007.3.1

Amended and Restated Articles of Incorporation of the
    Registrant, incorporated herein by reference to Exhibit 3.1
    of the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004.3.2

Amended and Restated By-laws of the Registrant, as amended,
    incorporated herein by reference to Exhibit 3.2 of the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004.4.1

Indenture dated June 28, 2005 between First Charter
    Corporation and Wilmington Trust Company, as trustee,
    incorporated herein by reference to Exhibit 4.1 of the
    Registrants Current Report on
    Form 8-K
    dated June 28, 2005.4.2

Indenture dated September 29, 2005 between First Charter
    Corporation and Wilmington Trust Company, as trustee,
    incorporated herein by reference to Exhibit 4.1 of the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2005.4.3

Stockholder Protection Rights Agreement dated July 19, 2000
    between the Registrant and Registrar and Transfer Company,
    incorporated herein by reference to Exhibit 99.1 of the
    Registrants Current Report on
    Form 8-K,
    dated July 19, 2000.4.4

First Amendment to the Stockholder Protection Rights Agreement,
    dated as of August 15, 2007 by and between First Charter
    Corporation and Registrar and Transfer Company, incorporated
    herein by reference to Exhibit 4.1 of the Registrants
    Current Report on
    Form 8-K,
    dated August 15, 2007.*10.1

Comprehensive Stock Option Plan, incorporated herein by
    reference to Exhibit 10.1 of the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 1992.10.2

Amended and Restated Dividend Reinvestment and Stock Purchase
    Plan, incorporated herein by reference to Exhibit 99.1 of
    the Registrants Registration Statement
    No. 333-60641,
    dated August 8, 1998.*10.3

Executive Incentive Bonus Plan, incorporated herein by reference
    to Exhibit 10.3 of the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 1998.*10.4

Amended and Restated Employment Agreement dated November 2,
    2007 by and between the Registrant and Robert E. James,
    incorporated herein by reference to Exhibit 10.6 of the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10.5

Amended and Restated Supplemental Agreement dated
    December 19, 2001 for Lawrence M. Kimbrough, incorporated
    herein by reference to Exhibit 10.8 of the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001. 39




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##### Table of Contents



Exhibit No.(per ExhibitTable inItem 601 ofRegulation S K)

Description of Exhibits*10.6

Amended and Restated Supplemental Agreement dated
    December 19, 2001 for Robert O. Bratton, incorporated
    herein by reference to Exhibit 10.9 of the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001.*10.7

Amended and Restated Supplemental Agreement dated
    November 2, 2007 by and between the Registrant and Robert
    E. James, incorporated herein by reference to Exhibit 10.8
    of the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10.8

Restricted Stock Award Program, incorporated herein by reference
    to Exhibit 99.1 of the Registrants Registration
    Statement
    No. 033-60949,
    dated July 10, 1995.*10.9

The 1999 Employee Stock Purchase Plan, incorporated herein by
    reference to Exhibit 99.1 of the Registrants
    Registration Statement
    No. 333-54019,
    dated May 29, 1998.*10.10

The First Charter Corporation Comprehensive Stock Option Plan,
    as amended effective March 26, 1996, incorporated herein by
    reference to Exhibit 99.1 of the Registrants
    Registration Statement
    No. 333-54021,
    dated May 29, 1998.*10.11

The Stock Option Plan for Non-Employee Directors, incorporated
    herein by reference to Exhibit 10.15 of the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 1997.*10.12

The Home Federal Savings and Loan Employee Stock Ownership Plan,
    incorporated herein by reference to the Registrants
    Registration Statement
    No. 333-71495,
    dated January 29, 1999.*10.13

The HFNC Financial Corp. Stock Option Plan, incorporated herein
    by reference to the Registrants Registration Statement
    No. 333-71497,
    dated February 1, 1999.*10.14

Amended and Restated Employment Agreement dated November 2,
    2007 by and between the Registrant and Stephen M. Rownd,
    incorporated herein by reference to Exhibit 10.7 of the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10.15

The First Charter Corporation 2000 Omnibus Stock Option and
    Award Plan, incorporated herein by reference to
    Exhibit 10.1 of the Registrants Registration
    Statement
    No. 333-132033.*10.16

The First Charter 1994 Deferred Compensation Plan for
    Non-Employee Directors, incorporated herein by reference to
    Exhibit 10.26 of the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2000.*10.17

The First Charter Option Plan Trust, incorporated herein by
    reference to Exhibit 10.27 of the Registrants Annual
    Report on
    Form 10-K
    for the year ended December 31, 2000.*10.18

The Carolina First BancShares, Inc. Amended 1990 Stock Option
    Plan, incorporated herein by reference to Exhibit 10.28 of
    the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2000.*10.19

The Carolina First BancShares, Inc. 1999 Long-Term Incentive
    Plan, incorporated herein by reference to Exhibit 10.29 of
    the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2000.*10.20

Deferred Compensation Agreement dated as of February 18,
    1993 by and between Cabarrus Bank of North Carolina and Ronald
    D. Smith, incorporated herein by reference to Exhibit 10.30
    of the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2000. 40




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##### Table of Contents



Exhibit No.(per ExhibitTable inItem 601 ofRegulation S K)

Description of Exhibits*10.21

Deferred Compensation Agreement dated as of December 31,
    1996 by and between Carolina First BancShares, Inc. and James E.
    Burt, III, incorporated herein by reference to
    Exhibit 10.31 of the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2000.*10.22

Separation and Consulting Agreement between First Charter
    Corporation and James E. Burt, III dated June 29,
    2000, incorporated herein by reference to Exhibit 10.32 of
    the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2000.*10.23

Carolina First BancShares, Inc. Amended and Restated
    Directors Deferred Compensation Plan, incorporated herein
    by reference to Exhibit 10.33 of the Registrants
    Annual Report on
    Form 10-K
    for the year ended December 31, 2000.*10.24

Amended and Restated Deferred Compensation Plan for Non-Employee
    Directors, incorporated herein by reference to Exhibit 10.1
    of the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2001.*10.25

First Charter Corporation Directors Option Deferral Plan,
    incorporated herein by reference to Exhibit 10.35 of the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001.*10.26

Amended and Restated Supplemental Agreement dated
    November 2, 2007 by and between the Registrant and Stephen
    M. Rownd, incorporated herein by reference to Exhibit 10.9
    of the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10.27

Form of Award Agreement for Incentive Stock Options Granted
    under the First Charter Corporation 2000 Omnibus Stock Option
    and Award Plan, incorporated herein by reference to
    Exhibit 10.32 of the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2004.*10.28

Form of Award Agreement for Nonqualified Stock Options Granted
    under the First Charter Corporation 2000 Omnibus Stock Option
    and Award Plan, incorporated herein by reference to
    Exhibit 10.33 of the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2004.*10.29

Form of First Charter Corporation Incentive Stock Option
    Agreement Pursuant to First Charter Corporation Comprehensive
    Stock Option Plan, incorporated herein by reference to
    Exhibit 10.34 of the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2004.*10.30

Form of First Charter Corporation Nonqualified Stock Option
    Agreement Pursuant to First Charter Corporation Comprehensive
    Stock Option Plan, incorporated herein by reference to
    Exhibit 10.35 of the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2004.*10.31

Form of First Charter Corporation Restricted Stock Award
    Agreement for use under the Restricted Stock Award Program,
    incorporated herein by reference to Exhibit 10.5 of the
    Registrants Current Report on
    Form 8-K,
    dated February 27, 2006.*10.32

Separation Agreement and Release, dated February 1, 2005,
    by and between the Registrant and Robert O. Bratton,
    incorporated herein by reference to Exhibit 10.1 of the
    Registrants Current Report on
    Form 8-K,
    dated February 1, 2005.*10.33

Employment Agreement, dated April 13, 2005, by and between
    the Registrant and Charles A. Caswell, incorporated herein by
    reference to Exhibit 10.1 of the Registrants Current
    Report on
    Form 8-K,
    dated April 13, 2005. 41




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##### Table of Contents



Exhibit No.(per ExhibitTable inItem 601 ofRegulation S K)

Description of Exhibits*10.34

Amended and Restated Change in Control Agreement dated
    November 2, 2007 by and between the Registrant and Cecil O.
    Smith, incorporated herein by reference to Exhibit 10.4 of
    the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10.35

Amended and Restated Change in Control Agreement dated
    November 2, 2007 by and between the Registrant and Stephen
    J. Antal, incorporated herein by reference to Exhibit 10.1
    of the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10.36

Transition Agreement and Release, dated April 27, 2005, by
    and between the Registrant and Lawrence M. Kimbrough,
    incorporated herein by reference to Exhibit 10.1 of the
    Registrants
    Form 8-K,
    dated April 27, 2005.*10.37

Form of Performance Shares Award Agreement under the First
    Charter Corporation 2000 Omnibus Stock Option and Award Plan,
    incorporated herein by reference to Exhibit 10.1 of the
    Registrants Current Report on
    Form 8-K,
    dated February 27, 2006.*10.38

Form of Restricted Stock Award Agreement under the First Charter
    Corporation 2000 Omnibus Stock Option and Award Plan,
    incorporated herein by reference to Exhibit 10.2 of the
    Registrants Current Report on
    Form 8-K,
    dated February 27, 2006.*10.39

Description of 2006 Compensation for Non-Employee Directors,
    incorporated herein by reference to Item 1.01 of the
    Registrants Current Report on
    Form 8-K,
    dated January 25, 2006.*10.40

Description of 2006 Performance Goals for Executive Officers,
    incorporated herein by reference to Item 1.01 of the
    Registrants Current Report on
    Form 8-K,
    dated February 27, 2006.*10.41

Amended and Restated Change in Control Agreement dated
    November 2, 2007 by and between the Registrant and
    Josephine P. Sawyer, incorporated herein by reference to
    Exhibit 10.2 of the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10.42

Transition Agreement and Release, dated September 27, 2006,
    by and between the Registrant and Richard A. Manley,
    incorporated herein by reference to Exhibit 10.1 of the
    Registrants Current Report on
    Form 8-K,
    dated September 27, 2006.*10.43

Amended and Restated Change in Control Agreement dated
    November 2, 2007 by and between the Registrant and Jeffrey
    S. Ensor, incorporated herein by reference to Exhibit 10.3
    of the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10.44

Amended and Restated Change in Control Agreement dated
    November 2, 2007 by and between the Registrant and Sheila
    A. Stoke, incorporated herein by reference to Exhibit 10.5
    of the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10.45

Transition Agreement, dated May 16, 2007, by and between
    the Registrant and Charles A. Caswell, incorporated herein by
    reference to Exhibit 10.1 of the Registrants Current
    Report on
    Form 8-K,
    dated May 16, 2007.*10.46

Description of retention bonus compensation arrangement between
    the Registrant and Sheila A. Stoke, incorporated herein by
    reference to the Registrants Current Report on
    Form 8-K,
    dated May 16, 2007.**11.1

Statement regarding computation of per share earnings,
    incorporated herein by reference to Note 1 of the
    Consolidated Financial Statements 42




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##### Table of Contents



Exhibit No.(per ExhibitTable inItem 601 ofRegulation S K)

Description of Exhibits**12.1

Computation of Ratio of Earnings to Fixed Charges**21.1

List of subsidiaries of the Registrant**23.1

Consent of KPMG LLP31.1

Certification of Chief Executive Officer Pursuant to
    Rule 13a-14(a)/15d-14(a)
    of the Securities Exchange Act of 1934, as Adopted Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of principal financial officer Pursuant to
    Rule 13a-14(a)/15d-14(a)
    of the Securities Exchange Act of 1934, as Adopted Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of the Chief Executive Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of the principal financial officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.   *
    
    Indicates a management contract or compensatory plan.**
    
    Previously filed with the Original Filing 43




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##### Table of Contents



SIGNATURES
    FIRST CHARTER CORPORATION
    (Registrant)Date: April 22, 2008

By:

/s/  Robert
    E. James, Jr.Robert E. James, Jr.,
    President and Chief Executive Officer  44