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                                  EXHIBIT 10.8


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                             SUPPLEMENTAL AGREEMENT
                             FOR LAWRENCE KIMBROUGH

     THIS AGREEMENT MADE THIS 30th day of June, 1999, by and between FIRST
     CHARTER CORPORATION., a corporation organized under the State of North
     Carolina (hereinafter referred to as First Charter"), and LAWRENCE
     KIMBROUGH, an individual whose address is 434 Pine Road, and who resides in
     the City of Davidson, County of Mecklenburg, and State of North Carolina
     (hereinafter referred to as "the Executive").


                                   WITNESSETH


     WHEREAS, First Charter currently employs the Executive, and the Executive
     serves First Charter in such capacity as the Board of Directors of First
     Charter may designate from time to time; and

     WHEREAS, the Executive currently devotes all of his time, attention, skill
     and efforts to the performance of duties on behalf of First Charter; and

     WHEREAS, in consideration of services rendered on behalf of First Charter
     and as an inducement for ongoing valuable services until retirement, First
     Charter has agreed to provide a deferred compensation benefit to the
     Executive; and

     WHEREAS, the intent of this deferred compensation agreement (hereinafter
     referred to as "Agreement") is to provide, in the form of a special payment
     to the Executive in the amount of One Million Nine Hundred Eighty Thousand
     Dollars ($1,980,000) when he reaches his Target Distribution Date.

     NOW THEREFORE, in consideration of the Agreement and mutual promises
     hereinafter contained, the parties hereto agree to the following:

                                    Article I

     DEFINITIONS.  The following definitions shall govern this Agreement:

     .    BENEFIT means the benefit that will be available to the Executive as
          described in Article III.

     .    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.

     .    BOARD OF DIRECTORS means the board of directors of First Charter.

     .    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, as determined by the Board of Directors in its
          sole discretion upon certification thereof by a qualified physician
          selected by the Board of directors after such physician examines the
          Executive.

     .    DISTRIBUTABLE EVENT means an event upon which the Executive may become
          entitled to receive his Benefit as described in Article VI.

     .    EFFECTIVE DATE means June 30, 1999.


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     .    FIRST CHARTER means First Charter Corporation In the case of a group
          of employers that constitute a controlled group of corporations (as
          defined in Section 414(b) of the Internal Revenue Code of 1986, as
          amended) or that constitutes trades or businesses that are under
          common control (as defined in Section 414(c) of the Internal Revenue
          Code of 1986, as amended), all such employers shall be considered a
          single employer.

     .    TARGET DISTRIBUTION DATE means the first day of the first month
          beginning on or after the date the Executive both 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.

                                   Article II

     VESTING. The Executive shall be 40% vested in his Benefit, as determined
     under Article III, on the Effective Date of this Agreement, and shall
     become fully vested in his Benefit on June 30, 2004 if he remains an
     employee of First Charter, subject at all times to the forfeiture
     provisions of Article VI and VII.

     Notwithstanding the forgoing, the Executive shall become fully vested in
     his Benefit if he dies or becomes Disabled before January 1, 2004.

                                   Article III

     AMOUNT OF THE BENEFIT. The Executive shall be entitled on his Target
     Distribution Date to payment of his vested Benefit in an amount equal to
     One Million Nine Hundred Eighty Thousand Dollars ($1,980,000), payable at
     the times and in the form described in Article VI.

                                   Article IV

     ACCRUAL OF BENEFIT. First Charter may use any reasonable accounting policy
     in accruing the Benefit. 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.
                                    Article V

     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 Agreement or the existence or amount of the liability.

     ASSETS. Title to and beneficial ownership of any assets, whether cash,
     investments, life insurance policies, or other assets that First Charter
     may intend to use to pay the contingent deferred compensation hereunder,
     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.

                                   Article VI

     DISTRIBUTABLE EVENTS. The Benefit shall be paid to the Executive or the
     Executive's estate (unless forfeited by the occurrence of any of the events
     of forfeiture specified in Article VII) upon the following events:

          o Upon termination of the Executive's employment on or after the
          Executive's Target Distribution Date, First Charter shall begin
          payments of the Executive's Benefit to the Executive in equivalent
          monthly installments over a period of ten (10) years, unless another
          form of distribution is selected by the Board of Directors in its sole
          discretion. Payment will be begin as soon as practicable following the
          Executive's termination of employment.

          o In the event that the Executive's employment with First Charter is
          terminated by reason of his death [with a vested benefit] or if the
          Executive's death occurs after a Distributable Event


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          but before full payment of the Benefit has been made to the Executive,
          First Charter shall pay (or continue to pay) the Executive's Benefit
          to the Executive's Beneficiary in equivalent monthly installments such
          that the Executive's Benefit is paid to the Executive and/or his
          Beneficiary over a period of ten (10) years unless another form of
          distribution is selected by the Board of Directors in its sole
          discretion. Payment to the Beneficiary will be begin as soon as
          practicable following the Executive's death.

          o In the event that the Executive becomes Disabled before reaching his
          Target Distribution Date and while in the employ of First Charter,
          First Charter shall pay the Executive's Benefit to the Executive in
          equivalent monthly installments over a period of ten (10) years unless
          another form of distribution is selected by the Board of Directors in
          its sole discretion. Payment will be begin as soon as practicable
          following the date the Executive attains his Target Distribution Date.

          o In the event that the Executive's employment with First Charter is
          terminated before the Executive attains his Target Distribution date
          for any reason other than the Executive's termination of employment
          following a Change of Control, his death or if the Executive becomes
          Disabled, First Charter shall begin payments to the Executive of the
          Executive's vested Benefit as soon as practicable following the date
          the Executive attains his Target Distribution Date.

     FORM OF PAYMENT. Payment of the Benefit will be made in the form of
     equivalent monthly installments over a period of ten (10) years, or in such
     other form as the Board of Directors, in its sole discretion, may
     determine.

     FACILITY OF PAYMENTS. If any person entitled to payment under this
     Agreement shall, in the sole opinion of First Charter, be too physically or
     mentally incapacitated to properly receive such payments, First Charter may
     make such payments to any member of the family of such person then entitled
     to payment, or for the use and benefit of such person, or to any person or
     institution providing care for such person then entitled to such payments.
     All payments so made by First Charter shall fully discharge and acquit
     First Charter to the amounts thereof.

     INCOME TAX OR OTHER WITHHOLDING. First Charter may withhold from any
     benefits payable under this 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 VII

     FORFEITURE PROVISIONS. All rights to any vested and unvested deferred
     compensation payments, pursuant to this Agreement, shall be immediately
     forfeited if the Executive engages in any act that, in the opinion of the
     Board of Directors, is inimical to the best interests of First Charter,
     including, but not limited to fraud, embezzlement, non-productivity,
     disloyalty or similar acts. The judgment of the Board of Directors, as
     expressed by a majority vote, shall be final as to the determination of the
     nature of any acts performed by the Executive that are subject to this
     Article. The Board of Directors, in its sole discretion, may interpret and
     decide upon the nature of such acts.


                                  Article VIII

     LIABILITY OF FIRST CHARTER. Nothing in this 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
     Agreement.

                                   Article IX


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     ASSIGNMENT. No rights under this Agreement may be assigned, transferred,
     pledged or encumbered by the Executive or the Beneficiary except by will or
     by North Carolina intestate laws or other laws of descent and distribution.
     This Agreement may be assigned by First Charter only upon the following
     events:

     .    First Charter or its assets are purchased by another entity or are
          merged into the assets of another entity.

     .    Prior written consent of the Executive.

                                    Article X

     AGREEMENT BINDING. This 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
     Agreement. Upon such assumption, the term First Charter as used in this
     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 Agreement with respect to future benefits.

                                   Article XI

     ENTIRE AGREEMENT. This document constitutes the entire Agreement between
     the parties as to the provision of supplemental retirement benefits by
     First Charter to the Executive. This Agreement may only be modified,
     altered, or amended by prior written approval and consent of the parties
     with respect to Benefits, except those provisions that may be amended
     solely by a Board of Directors resolution as described in this Agreement.

                                   Article XII

     NO GUARANTEE OF EMPLOYMENT. Nothing in this Agreement shall be construed as
     guaranteeing future employment to the Executive. The Executive continues to
     be an employee of First Charter either subject to an employment agreement
     or, if there is no such employment agreement, solely at the will of First
     Charter, notwithstanding this Agreement.

                                  Article XIII

     NOT "COMPENSATION" FOR OTHER PURPOSES. Any deferred compensation payable
     under this Agreement (or 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.

                                   Article XIV

     CLAIMS SUBMISSION 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 notice in writing, 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
     Agreement. The interpretations and construction hereof by the Board of
     Directors shall be binding and conclusive on all persons and for all
     purposes. 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; if the parties
     cannot agree 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


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     be liable to any person for any action taken hereunder except those actions
     undertaken with lack of good faith.

     GOVERNING LAW. This 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.

     CONSTRUCTION. The masculine gender shall include the feminine, and the
     singular the plural, unless the context clearly requires otherwise.


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
     day and year first above written.




     Attest:                                     FIRST CHARTER CORPORATION

     /s/ Anne C. Forrest                         /s/ J. Roy Davis Jr.
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     Anne C. Forrest                             J. Roy Davis, Jr.
     Assistant Corporate Secretary               Chairman of the Board

     Witnesses:                                  ACKNOWLEDGED:

     /s/ Judy E. Montague                        /s/ Lawrence M. Kimbrough
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     Judy E. Montague                            Lawrence M. Kimbrough