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                                  EXHIBIT 10.26


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                            FIRST CHARTER CORPORATION

                         1994 DEFERRED COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS


SECTION 1. PURPOSE; DEFINITIONS

         The Plan is intended to afford any or all non-employee directors of the
Company and of any Subsidiary the option to defer the receipt of all or part of
their Director's Fees until such future date as they may elect pursuant to the
terms and conditions of the Plan.

         For purposes of the Plan, the following terms are defined as set forth
below:

                  a.        "Allocation Date" means any date on which an amount
                            representing all or a part of a Participant's
                            Director's Fees is to be credited to his or her Cash
                            Account or Stock Account pursuant to an effective
                            deferral election. The Allocation Date for
                            Director's Fees shall be the last day of the month
                            in which the meeting to which such Director's Fees
                            relate is held.

                  b.       "Beneficiary" means any person or entity designated
                           as such in a current Election Form. If there is no
                           valid designation or if no designated Beneficiary
                           survives the Participant, the Beneficiary is the
                           Participant's estate.

                  c.       "Board" means the Board of Directors of the Company
                           and the Board of Directors of each Subsidiary.

                  d.       "Cash Account" means an unfunded deferred
                           compensation account established by the Company for a
                           Participant in accordance with Section 3.2.1.

                  e.       "Common Stock" means the common stock, $5.00 par
                           value, of the Company.

                  f.       "Company" means First Charter Corporation, a
                           corporation organized under the laws of the State of
                           North Carolina, or any successor corporation.

                  g.       "Deferred Amount" means the amount (determined as a
                           percentage of the Director's Fees) subject to a
                           current deferral election, as evidenced by an
                           Election Form.

                  h.       "Director's Fees" means any retainer paid to a
                           Participant for serving as a member of the Board and
                           any fees paid to a Participant for attending meetings
                           of the Board or any committee thereof.

                  i.       "Disability" means permanent and total disability as
                           determined under procedures established by the Board
                           for purposes of the Plan.

                  j.       "Distribution Date" means the date designated by a
                           Participant in accordance with Sections 3.3.1 and
                           3.3.2 for the commencement of payment of amounts
                           credited to his or her Cash Account or Stock Account,
                           as the case may be.

                  k.       "Election Date" means the date an Election Form is
                           received by the Secretary of the Company.

                  l.       "Election Form" means a valid Deferred Fee Election
                           Form in the form attached hereto as Exhibit A
                           properly completed and signed.


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                  m.       "ERISA" means the Employee Retirement Income Security
                           Act of 1974, as amended from time to time, and the
                           rules and regulations thereunder.

                  n.       "Exchange Act" means the Securities Exchange Act of
                           1934, as amended.

                  o.       "Fair Market Value" means, as of any given date, the
                           average of the highest and lowest reported sales
                           prices of the Common Stock as reported on a national
                           securities exchange or quoted on the NASDAQ National
                           Market System; or if the Common Stock is not listed
                           on a national securities exchange or quoted on the
                           NASDAQ National Market System, the average of the
                           closing bid and asked prices for the Common Stock as
                           reported by the NASDAQ Stock Market; or if the Common
                           Stock is not listed on a national securities exchange
                           or quoted on the NASDAQ National Market System or
                           reported in the NASDAQ Stock Market, the fair value
                           thereof determined in good faith by the Board of
                           Directors of the Company.

                  p.       "Participant" means a member of the Board who
                           satisfies the requirements of Section 2. A
                           Participant shall also include a person who ceases to
                           be a member of the Board after the effective date of
                           the Plan as long as a Cash Account or a Stock Account
                           is being maintained for his or her benefit.

                  q.       "Plan" means the First Charter Corporation 1994
                           Deferred Compensation Plan for Non-Employee
                           Directors.

                  r.       "Stock Account" means an unfunded deferred
                           compensation account established by the Company for a
                           Participant in accordance with Section 3.2.2.

                  s.       "Subsidiary" or "Subsidiaries" means First Charter
                           National Bank and any other wholly-owned subsidiary
                           of the Company.

SECTION 2. ELIGIBILITY

         Each member of the Board who is not a full-time employee of the Company
or a Subsidiary shall be eligible to participate in the Plan.

SECTION 3. DEFERRED FEE PROGRAM

         3.1      Participation

                  3.1.1   Deferral Elections

                           A Participant may make a deferral election with
                  respect to all or a part of his or her Director's Fees to be
                  earned and payable thereafter by completing and executing an
                  Election Form and submitting it to the Secretary of the
                  Company. Any deferral election shall be in integral multiples
                  of twenty-five percent (25%) of the Director's Fees. Each
                  Participant shall indicate on his or her Election Form
                  (whether the initial Election Form or a modified Election Form
                  pursuant to Section 3.1.2 hereof) whether such Participant's
                  Deferred Amount is to be allocated to the Participant's Cash
                  Account or Stock Account. A Participant's Deferred Amount may
                  not be apportioned among the Cash Account and the Stock
                  Account; however, a Participant may change his or her
                  investment election in accordance with Section 3.1.2 hereof.

                           In addition to indicating the investment election,
                  the Participant shall indicate on his or her Election Form:

                           a.       the percentage of the Director's Fees that
                                    he or she wishes to defer;


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                           b.       the Distribution Date;

                           c.       whether distributions are to be in a lump
                                    sum, in installments or a combination
                                    thereof; and

                           d.       the Participant's Beneficiaries.

                           A deferral election (including the investment
                  election) shall become effective with respect to a
                  Participant's Director's Fees accruing on and after the first
                  day of the calendar month following the Election Date. A
                  deferral election (including the investment election) shall be
                  irrevocable and shall remain in effect with respect to all
                  future Director's Fees until a new irrevocable deferral
                  election (including the investment election) made by the
                  Participant in accordance with Section 3.1.2 or Section 3.1.3
                  becomes effective.

                           A Participant (or a Beneficiary (after the death of
                  the Participant)) may not make transfers between his or her
                  Cash Account and Stock Account.

                  3.1.2    Deferral Election Modifications

                  A Participant may modify his or her deferral election with
respect to Director's Fees to be earned and payable thereafter by completing and
executing an additional Election Form (which shall replace the prior Election
Form) and submitting it to the Secretary of the Company. An election to increase
or decrease the amount of future Director's Fees to be deferred shall become
effective with respect to a Participant's Director's Fees accruing on and after
the first day of the calendar month following the new Election Date. Any amount
credited to a Participant's Cash Account or Stock Account, as the case may be,
prior to such effective date will continue to be subject to the provisions of
the Participant's previously valid Election Form.

                  3.1.3    Cessation of Deferrals

                           A Participant may cease to defer future Director's
                  Fees by completing and executing an additional Election Form
                  (which shall replace the prior Election Form) and submitting
                  it to the Secretary of the Company. An election by a
                  Participant to cease deferrals of his or her Director's Fees
                  shall become effective with respect to Director's Fees
                  accruing on or after the first day of the calendar month
                  following the new Election Date. Any amounts credited to a
                  Participant's Cash Account or Stock Account, as the case may
                  be, prior to such effective date will continue to be subject
                  to the provisions of the Participant's previously valid
                  Election Form.

                  3.1.4    Beneficiary Election Modification

                  A Participant shall be permitted at any time to modify his or
her Beneficiary election by completing and executing an additional Election Form
(which shall replace the prior Election Form) and submitting it to the Secretary
of the Company. Such Beneficiary modification shall be effective as of the new
Election Date.

         3.2      Accounts

                  The Company shall establish a Cash Account and a Stock
Account, as applicable, for each Participant and for each Beneficiary to whom
installment distributions are being made.

                  3.2.1    Cash Accounts

                  The Cash Account shall be a bookkeeping account whose value is
based on the dollar amount of any Deferred Amounts allocated to such Cash
Account. On each Allocation Date, for each


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Participant who has elected to have Deferred Amounts invested in his or her Cash
Account, the Company shall credit such Cash Account with an amount equal to such
Deferred Amount. Interest shall be credited to such Cash Account as of the end
of each calendar month, at an annual rate equal to First Charter National Bank
Prime Rate in effect from time to time, based on the bookkeeping balance of the
Cash Account throughout the month.

                  3.2.2    Stock Accounts

                  The Stock Account shall be a bookkeeping account whose value
shall be based on the value of shares of Common Stock. On each Allocation Date,
for each Participant who has elected to have Deferred Amounts invested in his or
her Stock Account, the Company shall credit such Stock Account with units
equivalent to shares of Common Stock in an amount equal to the quotient of (1)
the Deferred Amount so allocated divided by (2) the Fair Market Value of the
Common Stock on the Allocation Date. Additional units equivalent to shares of
Common Stock shall be credited to such Stock Account as of each payment date for
dividends on the Common Stock in an amount equal to the quotient of (1) the
product of the number of units credited to the Stock Account on the record date
for such dividends and the dividend rate per share divided by (2) the Fair
Market Value of the Common Stock on the dividend payment date.

         3.3      Distributions

                  3.3.1    Distribution Elections

                           Each Participant shall designate on his or her
                  Election Form (whether an initial Election Form or a modified
                  Election Form) one of the following dates as a Distribution
                  Date with respect to amounts credited to his or her Cash
                  Account or Stock Account, as the case may be, thereafter:

                           a.       the first day of the calendar month
                                    following the date of the Participant's
                                    death;

                           b.       the first day of the calendar month
                                    following the date of the Participant's
                                    Disability;

                           c.       the first day of the calendar month
                                    following the date of termination of the
                                    Participant's service as a member of the
                                    Board;

                           d.       the first day of a calendar month specified
                                    by the Participant which is at least six
                                    months after the Election Date;

                           e.       the earliest to occur of a, b, c or d;

                           f.       the earliest to occur of a, b or c; or

                           g.       the earliest to occur of a, b or d.

                           A Distribution Date election shall become effective
                  on the Election Date. A Participant may request on his or her
                  Election Form that distributions from his or her Cash Account
                  or Stock Account, as the case may be (referred to in this
                  Section 3.3.1 as the "Account"), be made in (i) a lump sum,
                  (ii) no more than one-hundred eighty (180) monthly or sixty
                  (60) quarterly installments or (iii) a combination of (i) and
                  (ii). Each installment shall be determined by dividing the
                  Account balance by the number of remaining installments. If a
                  Participant receives a distribution from his or her Account on
                  an installment basis, amounts remaining in such Account before
                  payment shall continue to be credited with earnings in
                  accordance with the terms of Section 3.2. Except as
                  hereinafter described, all distributions shall be made to the
                  Participant.


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                           If the Distribution Date is the first day of the
                  month following the Participant's death or a fixed date which
                  in fact occurs after the Participant's death or if at the time
                  of death the Participant was receiving distributions in
                  installments, the balance remaining in the Participant's
                  Account shall be payable to his or her Beneficiaries as set
                  forth on the Participant's current Election Form. All
                  distributions to Beneficiaries shall be in a lump sum, without
                  interest, except when the Distribution Date is the first day
                  of the month following the Participant's death and the
                  Participant's current Election Form specifies installment
                  payments. Upon the death of a Beneficiary who is receiving
                  distributions in installments, the balance remaining in the
                  Account of the Beneficiary shall be payable to his or her
                  estate without interest.

                           All distributions shall be paid in cash. Units
                  credited to a Participant's Stock Account shall be paid in
                  cash equal to the aggregate Fair Market Value of the shares of
                  Common Stock represented by such Units as of three (3)
                  business days prior to the Distribution Date.

                  3.3.2    Modified Distribution Elections

                           A Participant may not modify his or her election as
                  to Distribution Date or distribution form with respect to
                  Director's Fees previously earned and deferred hereunder. In
                  the event a Participant modifies his or her deferral election
                  in accordance with Section 3.1.2 hereof with respect to
                  Director's Fees to be earned and payable thereafter, such
                  Participant may modify the Distribution Date and distribution
                  form on such new Election Form.


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SECTION 4. GENERAL PROVISIONS

         4.1      Unfunded Plan

                  It is intended that the Plan constitute an "unfunded" plan for
         deferred compensation. The Company may authorize the creation of trusts
         or other arrangements to meet the obligations created under the Plan,
         provided that, unless the Company otherwise determines, the existence
         of such trusts or other arrangements is consistent with the "unfunded"
         status of the Plan. Any assets set aside shall remain in the name of
         the Company. Any liability of the Company to any person with respect to
         any grant under the Plan shall be based solely upon any contractual
         obligations that may be created pursuant to the Plan, and any payments
         under the Plan shall be made from the general assets of the Company. No
         such obligation of the Company shall be deemed to be secured by any
         pledge of, or other encumbrance on, any property of the Company.

         4.2      Changes in Capitalization

                  In the event of any merger, share exchange, reorganization,
         consolidation, recapitalization, stock dividend, stock split or other
         change in corporate structure affecting the Common Stock, appropriate
         substitutions or adjustments shall be made to each Participant's Stock
         Account, such that such Participant's Stock Account immediately
         subsequent to such event shall have an aggregate balance of units equal
         to such number of shares of Common Stock (or other property for which
         the Common Stock of the Company shall have been exchanged) as such
         Participant would have owned after such event if such Participant had
         owned directly, immediately prior to such event, that number of shares
         of Common Stock for which units were credited to his or her Stock
         Account at that time.

         4.3      Administration

                  The Plan shall be administered by the Compensation Committee
         of the Board of Directors of the Company. Such Administrator shall have
         the authority and responsibility to administer and interpret this Plan.
         Benefits due and owing to a Participant or Beneficiary under the Plan
         shall be paid when due without any requirement that a claim for
         benefits be filed. However, any Participant or Beneficiary who has not
         received the benefits to which he or she believes himself or herself
         entitled may file a written claim with the Administrator, who shall act
         on the claim within thirty days. Any action on any such claims shall be
         conclusive.

         4.4      Rules of Construction

                  Headings are given to the sections of the Plan solely as a
         convenience to facilitate reference. The reference to any statute,
         regulation, or other provision of law shall be construed to refer to
         any amendment to or successor of such provision of law.

         4.5      Withholding

                  No later than the date as of which an amount first becomes
         includible in the gross income of the Participant for Federal income
         tax purposes with respect to any participation under the Plan, the
         Participant shall pay to the Company, or make arrangements satisfactory
         to the Company regarding the payment of, any Federal, state, local or
         foreign taxes of any kind required by law to be withheld with respect
         to such amount.

         4.6      Amendment

                  The Plan may be amended by the Board, but no amendment shall
         be made that would impair the rights of a Participant to his or her
         Cash Account and/or Stock Account without his or her consent.


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         4.7      Duration of Plan

                  The Board may terminate the Plan at any time, by appropriate
         action. Upon termination of the Plan, amounts then credited to each
         Cash Account and each Stock Account shall be paid in accordance with
         the Distribution Election then governing such Account or as otherwise
         provided in Section 3.3.1.

         4.8      Effective Date of Plan

                  The Plan will become effective on July 20, 1994, the date of
         approval by the Board of Directors of the Company.

         4.9      Assignability

                  No Participant or Beneficiary shall have the right to assign,
         pledge or otherwise transfer any payments to which such Participant or
         Beneficiary may be entitled under the Plan other than by will or by the
         laws of descent and distribution or pursuant to a "qualified domestic
         relations order" (as defined by Title I or ERISA.

         4.10     Binding Effect

                  The provisions of this Plan shall be binding upon the
         successors and assigns of the Company.

         4.11     Governing Law

                  The Plan shall be construed and interpreted in accordance with
         North Carolina law.


                                        FIRST CHARTER CORPORATION



                                        By:_______________________________



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                                    EXHIBIT A

                           DEFERRED FEE ELECTION FORM

         This Agreement between First Charter Corporation (the "Company") and
____________________ (the "Participant") is made this _____ day of
_______________, 19__ (the "Election Date"), under the First Charter Corporation
1994 Deferred Compensation Plan for Non-Employee Directors.

         NOTE: Please indicate here whether this Election Form reflects an
                  initial deferral election, a modification of a prior deferral
                  election or the cessation of a deferral election

            ( ) Initial            ( ) Modification of          ( ) Cessation of
                Deferral               Deferral                     Deferral
                Election               Election                     Election


1. DEFERRED FEE PLAN. The Participant agrees to the terms and conditions of the
First Charter Corporation 1994 Deferred Compensation Plan for Non-Employee
Directors, a copy of which has been delivered to the Participant and constitutes
a part of this Agreement. Capitalized words and phrases in this Agreement shall
have the meaning given to them in the Plan, unless the context clearly indicates
otherwise.

2. ELECTION TO DEFER FEES. The Participant authorizes and directs the Company to
defer $_______, or ______% (in integral multiples of 25%), of the Director's
Fees earned on and after ________, 19__ and in each subsequent year. The
Participant may modify or revoke this election on a prospective basis for future
calendar years in accordance with the provisions of the Plan by delivering to
the Secretary of the Company a written revocation of the election.

3. ACCOUNT. The Participant elects to have his or her Director's Fees deferred
hereunder allocated to either the Cash Account or the Stock Account, as follows:

         ( )    Cash Account

         ( )    Stock Account

NOTE: All Director's Fees deferred hereunder must be allocated to only one
account.


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         4. DISTRIBUTION DATE. The Participant elects to receive, or commence
receipt of, payment of his or her deferred Director's Fees as follows (check
one):

         ( )      1.       The first day of the calendar month following the
                           date of the Participant's death.

         ( )      2.       The first day of the calendar month following the
                           date of the Participant's Disability.

         ( )      3.       The first day of the calendar month following the
                           date of termination of the Participant's service as a
                           member of the Board.

         ( )      4.       The first day of the following calendar month (which
                           must be at least six months after the date hereof):

         ( )      5.       The earliest to occur of the events specified in 1,
                           2, 3 or 4 above (if choosing this option, please fill
                           in calendar month in 4 above).

         ( )      6.       The earliest to occur of the events specified in 1, 2
                           or 3 above.

         ( )      7.       The earliest to occur of the events specified in 1, 2
                           or 4 above (if choosing this option, please fill in
                           calendar month in 4 above).

         5. FORM OF PAYMENT.

         The Participant elects to receive the amount of Deferred Fees credited
to his or her Cash Account or Stock Account, as the case may be, in (check one):

         ( )    a lump sum; or

         ( )    substantially equal installments as follows:

                    _____  180 monthly installments

                    _____  60 quarterly installments

         ( )    combination ______________________________________

         6. BENEFICIARY DESIGNATION. The Participant requests that, upon his or
her death, any amounts remaining in his or her Cash Account or Stock Account, as
the case may be, be paid to the Beneficiary or Beneficiaries he or she has
designated below:

         ___________________________________
         ___________________________________
         Name(s) of Beneficiary(ies)


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         IN WITNESS WHEREOF, the Participant has executed this Agreement on the
day and year written above.


                                            ____________________________(SEAL)
                                            Participant