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                                  EXHIBIT 10.8








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                              AMENDED AND RESTATED
                             SUPPLEMENTAL AGREEMENT
                            FOR LAWRENCE M. KIMBROUGH


THIS AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT, effective as of December, 19,
2001, by and between FIRST CHARTER CORPORATION, a corporation organized under
the State of North Carolina ("First Charter"), and LAWRENCE M. KIMBROUGH, a
resident of the City of Davidson, County of Mecklenburg, and State of North
Carolina ("the "Executive").


                                    Preamble

First Charter employs the Executive as its President and Chief Executive
Officer, and the Executive devotes his time, attention, skill and efforts to the
performance of duties on behalf of First Charter as described in his Amended and
Restated Employment Agreement with First Charter dated December 19, 2001 (the
"Employment Agreement"). In consideration of services rendered on behalf of
First Charter and as an inducement for ongoing valuable services until
retirement, First Charter agreed to provide a deferred compensation benefit to
the Executive. First Charter and the Executive first entered into a Supplemental
Agreement to provide that benefit on June 30, 1999, and now agree to amend and
restate the Supplemental Agreement, as permitted under its terms.

In consideration of the Supplemental Agreement and mutual promises hereinafter
contained, the parties hereto agree to the following Amended and Restated
Supplemental Agreement:


                              Article I Definitions

The following definitions shall govern this Supplemental Agreement:

1.1      "Beneficiary" means the person designated in writing by the Executive
         to receive any benefits due the Executive upon his death. If no such
         designation is made or if the designated person is not living at the
         death of the Executive, the Beneficiary shall be the Executive's
         spouse, if living; otherwise, the Beneficiary shall be his estate.

1.2      "Benefit" means the benefit that will be available to the Executive as
         described in Article III.

1.3      "Benefit Distribution Date" means the first day of the first month
         beginning on or after the date the Executive has attained age 65 and
         terminated employment with First Charter, or any earlier date mutually
         agreed to by the Executive and the Board of Directors

1.4      "Board of Directors' means the board of directors of First Charter.

1.5      "Disabled" means the inability of the Executive to engage in his
         profession 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. The Board of Directors, in its sole discretion, shall
         determine if the Executive is Disabled upon certification thereof by a
         qualified physician selected by the Board of Directors after such
         physician examines the Executive.

1.6      "Distribution Event" means an event upon which the Executive may become
         entitled to receive his Benefit as described in Article IV.

1.7      "First Charter" means First Charter Corporation.

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                               Article II Vesting

Under the terms of this Amended and Restated Supplemental Agreement, the
Executive is 64% vested in his Benefit as of December 19, 2001. On each June 30
thereafter on which the Executive continues to be an employee of First Charter,
Executive shall become vested in an additional 12% of his Benefit. The Executive
shall vest in 100% of his Benefit on June 30, 2004 if he remains an employee of
First Charter through such date, subject all times to the forfeiture provisions
of Article VI.

Furthermore, the Executive shall become 100% vested in his Benefit before June
30, 2004 if (i) he dies, (ii) he becomes Disabled or (iii) First Charter has a
Change in Control (as such is defined in the Employment Agreement).


                        Article III Amount of the Benefit

3.1      Following a Distribution Event, the Executive, if fully vested, shall
         receive a monthly benefit payment in the form of 120 monthly
         installments of $16,500 each, with a total of payments of $1,980,000
         (the "Benefit").


3.2      Following a Distribution Event, the Executive, if not fully vested,
         shall receive a reduced monthly benefit payment in the form of 120
         monthly installments. The amount of the monthly benefit payment is
         determined by the percent vested as indicated on the following table:

<TABLE>
<CAPTION>

  Vesting Adjustment                         Monthly Benefit Payment
         Date           Percent Vested               to Executive            Total of Payments
         ----           --------------               -----------             -----------------
      <S>                   <C>                        <C>                        <C>
      12/19/01                64%                      $10,560                    $1,267,200
      6/30/02                 76%                      $12,540                    $1,504,800
      6/30/03                 88%                      $14,520                    $1,742,400
      6/30/04                100%                      $16,500                    $1,980,000

</TABLE>


                         Article IV Distribution Events

The Benefit shall be paid to the Executive or the Executive's Beneficiary upon
the following events:

         o If the Executive's employment is terminated on or after the Benefit
         Distribution Date, the Executive shall be entitled to payment of
         Sixteen Thousand Five Hundred Dollars ($16,500) per month for 120
         monthly installments, unless another equivalent form of distribution is
         selected by the Board of Directors in its sole discretion. Payment will
         begin as soon as practicable following the Executive's termination of
         employment.

         o If the Executive's employment is terminated by reason of his death or
         if the Executive's death occurs after a Distribution Event but before
         full payment of the Benefit has been made to the Executive, the
         Beneficiary shall be entitled to the continuation of monthly
         installments of Sixteen Thousand Five Hundred Dollars ($16,500) per
         month, so that a total of 120 such installments are paid to the
         Executive and the Executive's Beneficiary, unless another equivalent
         form of distribution is selected by the Board of Directors in its sole
         discretion. Payment to the Beneficiary will begin (or continue to the
         Beneficiary) as soon as practicable following the Executive's death.

         o If the Executive becomes Disabled before reaching his Benefit
         Distribution Date and while in the employ of First Charter, the
         Executive shall be entitled to payment of Sixteen

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         Thousand Five Hundred Dollars ($16,500) per month for 120 monthly
         installments, unless another equivalent form of distribution is
         selected by the Board of Directors in its sole discretion. Payment will
         begin as soon as practicable following the date the Executive becomes
         Disabled.

         o If the Executive's employment is terminated before the Executive
         attains his Benefit Distribution Date for any reason other than the
         Executive's death or if the Executive becomes Disabled, the Executive
         shall be entitled to payment of the vested portion of the Benefit in
         120 equal monthly installments in the amount indicated in Section 3.2,
         unless another equivalent form of distribution is selected by the Board
         of Directors in its sole discretion. Payment will begin as soon as
         practicable following the date the Executive's termination of
         employment.


                          Article V Payment of Benefit

Alternatives

5.1      Form of Payment. All monthly benefit installments will be paid in cash.
         When the Executive becomes fully vested, First Charter may purchase an
         annuity from an insurance company rated A+ or better by A.M. Best
         Company, Inc. Notwithstanding the foregoing, however, if the Benefit
         becomes fully vested as a result of a Change in Control, or if a Change
         in Control occurs after benefits become payable, First Charter shall
         purchase an annuity as described above. If purchased by First Charter,
         such annuity shall provide the Executive or his Beneficiary with 120
         monthly payments in an amount equal to his Benefit as described in
         Articles III and IV.

5.2      Alternate Recipients. If, in the sole opinion of First Charter, the
         Executive or Beneficiary is physically or mentally incapacitated to
         properly receive such payments, First Charter may make (or cause to be
         made) payments to any member of the family of the Executive or
         Beneficiary, or for the use and benefit of the Executive or
         Beneficiary, or to any person or institution providing care for the
         Executive or Beneficiary. All payments so made shall fully discharge
         and acquit First Charter obligation to provide the Benefit to the
         amounts thereof.

5.3      Withholding for Taxes. First Charter (or, if payments are made by an
         insurance company under an annuity) may withhold from any benefits
         payable under this Supplemental Agreement all federal, state, city, or
         other taxes, or qualified domestic relations order or divorce decree as
         shall be required pursuant to any law, government regulation or ruling,
         or court order.


                        Article VI Forfeiture of Benefit

Rights to any unvested payments of the Executive's Benefit pursuant to this
Supplemental Agreement shall be immediately forfeited if the Executive engages
in any act that results in the Executive's Termination for Cause (as defined in
the Employment Agreement) or the breach of any covenant in the Employment
Agreement.


                          Article VII Status Of Benefit

7.1      Accrual of Benefit. First Charter may use any reasonable accounting
         policy in accruing the Benefit, and shall accrue the Benefit on its
         books on a monthly basis. The amount accrued shall be segregated from
         other accounts on the books and records of First Charter as a
         contingent liability of First Charter to the Executive.

7.2      General Creditor. The Executive shall be regarded as a general creditor
         of First Charter with respect to any rights derived by the Executive
         from the existence of this Supplemental

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         Agreement or the existence or amount of the liability. Title to and
         beneficial ownership of any assets, whether cash, investments, life
         insurance policies, or other assets that First Charter may intend to
         use as a source of payment, shall at all times remain with First
         Charter. The Executive and his Beneficiary shall not have any property
         interest whatsoever in any specific assets of First Charter.

7.3      Liability of First Charter. Nothing in this Supplemental Agreement
         shall constitute the creation of a trust or other fiduciary
         relationship between First Charter and the Executive or between First
         Charter and the Beneficiary or any other person. First Charter shall
         not be considered a trustee by reason of this Supplemental Agreement.


                    Article VIII Claims and Review Procedure

In the event that any claim for benefits that must initially be submitted in
writing to the Board of Directors, is denied (in whole or in part) hereunder,
the claimant shall receive from First Charter a notice of denial in writing
within 60 days, written in a manner calculated to be understood by the claimant,
setting forth the specific reasons for denial, with specific reference to
pertinent provisions of this Supplemental Agreement.

Any disagreements about such interpretations and construction shall be submitted
to an arbitrator subject to the rules and procedures established by the American
Arbitration Association. The arbitrator shall be acceptable to both First
Charter and the Executive (or Beneficiary); if the parties cannot agree on a
single arbitrator, the disagreement shall be heard by a panel of three
arbitrators, with each party to appoint one arbitrator and the third to be
chosen by the other two.

No member of the Board of Directors shall be liable to any person for any action
taken under Article VIII except those actions undertaken with lack of good
faith.


                      Article IX The Supplemental Agreement

9.1      Assignment. Except for the designation of the Beneficiary by the
         Executive, no rights under this Supplemental Agreement may be assigned,
         transferred, pledged or encumbered by the Executive or the Beneficiary
         except by will or by North Carolina interstate laws or other laws of
         descent and distribution. This Supplemental Agreement may be assigned
         by First Charter only (i) if First Charter or substantially all of its
         assets are purchased by another entity or are merged into the assets of
         another entity, and such entity specifically assumes First Charter's
         obligations thereunder, or (ii) with the prior written consent of the
         Executive.


9.2      Supplemental Agreement Binding. This Supplemental Agreement shall be
         binding upon and inure to the benefit of the parties hereto and their
         respective next of kin, successors, assigns, heirs, personal
         representatives, executors, administrators, and legatees. First Charter
         shall not merge or consolidate with any other entity or reorganize
         unless and until such succeeding and continuing entity agrees to assume
         and discharge the obligations of First Charter under this Supplemental
         Agreement. Upon such assumption, the term First Charter as used in this
         Supplemental Agreement shall be deemed to refer to such successor to
         First Charter. The Board of Directors, at its sole discretion, reserves
         the right to amend, revise, or terminate this Supplemental Agreement
         with respect to future benefits only, but the Executive's consent must
         be obtained for all other amendments or revisions.


9.3      Entire Agreement. This document constitutes the entire understanding
         between the parties as to the provision of supplemental retirement
         benefits hereunder by First Charter to the

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         Executive. This Amended and Restated Supplemental Agreement supersedes
         the Supplemental Agreement that was entered into between the parties
         effective June 30, 1999, and may only be modified, altered, or amended
         by prior written approval and consent of Executive and First Charter
         with respect to Executive's right to or the payment of vested Benefits.


                             Article X Miscellaneous

10.1     No Guarantee of Employment. Nothing in this Supplemental Agreement
         shall be construed as guaranteeing future employment to the Executive.
         The Executive continues to be an employee of First Charter subject to
         the Employment Agreement.


10.2     Not "Compensation" for Other Purposes. Any deferred compensation
         payable under this Supplemental Agreement (or the actuarial or the net
         present value of any such payments) shall not be deemed salary or other
         compensation to the Executive for purposes of any qualified retirement
         plans maintained by First Charter, any incentive bonus plans, or for
         purposes of any other fringe benefit obligations of First Charter.


10.3     Governing Law. This Supplemental Agreement shall be construed in
         accordance with and governed by the laws of the State of North
         Carolina, except to the extent such laws are preempted by federal laws
         and regulations.




         IN WITNESS WHEREOF, the Parties have entered into this amended and
restated Supplemental Agreement as of the 19th day of December, 2001.



                                      FIRST CHARTER CORPORATION

                                      By: /s/ J. Roy Davis, Jr.
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                                      Name: J. Roy Davis, Jr.
                                      Title: Chairman of the Board and Director

     Witnesses

     /s/ Laura N. Blalock             /s/ Lawrence M. Kimbrough
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                                      LAWRENCE M. KIMBROUGH
     /s/ Robert O. Bratton
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