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                                  EXHIBIT 10.4




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                              AMENDED AND RESTATED

                              EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is
made and entered into effective as of the 19th day of December, 2001 by and
between First Charter Corporation ("First Charter"), a North Carolina
corporation with its principal place of business in Charlotte, North Carolina,
and Lawrence M. Kimbrough ("Executive"), an individual residing in Mecklenburg
County, North Carolina. The Executive and First Charter sometimes are
hereinafter referred to as the "Parties").

                                   WITNESSETH:

         WHEREAS, Executive is currently employed as the President and Chief
Executive Officer of First Charter and is highly knowledgeable about the
business and operations of First Charter's subsidiaries and other affiliated
organizations and the respective markets and customers that they serve;

         WHEREAS, Executive is a valued executive of First Charter and its
wholly owned subsidiary, First Charter Bank (the "Bank"), and, in order to
induce Executive to continue employment with First Charter and to enhance
Executive's job security, First Charter desires to enter into this Agreement
that will provide compensation to Executive in certain events, including but not
limited to Executive's termination of employment following a change in control
of First Charter, as hereinafter provided;

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

         WHEREAS, First Charter desires to continue to employ Executive, and
Executive desires to continue to be employed by First Charter, subject to the
terms and conditions set forth in this Agreement, which the Parties agree shall
hereby supersede and replace Executive's prior July 21, 1999 Employment
Agreement with First Charter.

         NOW, THEREFORE, in consideration of the terms contained herein,
including the compensation First Charter agrees to pay to Executive upon certain
events, Executive's continued employment with First Charter, Executive's
covenants and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, First Charter and Executive agree as follows:

         1.       EMPLOYMENT AND DUTIES.

                  a. During the Employment Term (as defined in Section 3 below),
         First Charter hereby employs Executive, and Executive hereby agrees to
         serve, as President and Chief Executive Officer of First Charter. As
         such, Executive shall have responsibilities, duties and authority
         reasonably accorded to, expected of, and consistent with Executive's
         position as President and Chief Executive Officer of First Charter and
         will report directly to the Board of Directors of First Charter (the
         "Board"). Executive shall also perform the duties and exercise the
         powers and functions that from time to time may be assigned or vested
         in him by the Board and/or the Board of Directors of First Charter's
         subsidiaries in relation to: (i) First Charter; and/or (ii) any
         subsidiary or affiliated company of First Charter, including general
         responsibility for the management and operations of the Bank. Executive
         hereby accepts this employment upon the terms and conditions herein
         contained and, subject to Section 1(c), agrees to devote substantially
         all of his business time, attention and best efforts to promote and
         further the business of First Charter and the Bank.

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                  b. Executive shall faithfully adhere to, execute and fulfill
         all lawful requests, instructions and policies made by the Board or its
         authorized agent(s).

                  c. Except as specifically authorized in advance by the Board,
         Executive shall not, during the Employment Term (as defined in Section
         3 below), be engaged as an employee or otherwise in any other business
         or commercial activity pursued for gain, profit or other pecuniary
         advantage, except that this Section 1(c) shall not prohibit Executive
         from managing Executive's family businesses, the Stough Farms Family
         Limited Partnership and the Stough Farms Development Company, including
         the orderly liquidation of family-owned real estate. The foregoing
         limitations also shall not be construed as prohibiting Executive from
         making personal investments in such form or manner as will neither
         require his services in the operation or affairs of the companies or
         enterprises in which such investments are made nor violate the terms of
         Section 3 hereof, provided, however, that during the Employment Term
         (as defined in Section 3 below), Executive may not beneficially own the
         stock or options to acquire stock totaling more than 5% of the
         outstanding shares of any corporation or entity, or otherwise acquire
         or agree to acquire a significant present or future equity or other
         proprietorship interest, whether as a stockholder, partner, proprietor,
         or otherwise, with any enterprise, business or division thereof, that
         is engaged in Competitive Activity (as defined in Section 8 below) with
         First Charter and/or the Bank.

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

                  a. BASE SALARY. During the Employment Term (as defined in
         Section 3 below), First Charter will pay Executive a semi-monthly base
         salary as compensation for Executive's services hereunder of
         $12,500.00, equivalent to $300,000.00 per year (the "Base Salary"),
         payable on a regular basis in accordance with First Charter's standard
         payroll procedures but not less than monthly, less applicable
         deductions required by law. On at least an annual basis thereafter
         during the Employment Term (as defined in Section 3 below), the Board
         will review Executive's performance and, based upon the recommendations
         of the Compensation Committee, may increase such Base Salary if, in its
         discretion, such adjustment is warranted, with any such adjustment to
         be effective beginning January 1 of the next following year.

                  b. BONUS. In addition to the Base Salary set forth above,
         during the Employment Term (as set forth in Section 3 below) and as
         long as Executive remains actively employed by First Charter, Executive
         may receive an annual bonus from one or more arrangements including but
         not limited to the Annual Incentive Plan, as such may be in effect from
         time to time (collectively, the "Bonus"), the amount of which shall be
         determined in the sole discretion of the Board. In making its
         determination of the amount of the Bonus, if any, to be paid, the Board
         may take into account, among other things: (i) Executive's
         qualifications and experience; (ii) the duties and responsibilities of
         Executive; (iii) the services performed and the contributions of
         Executive to the success of First Charter and/or the Bank; (iv)
         compensation patterns in similar businesses for similar executives; (v)
         First Charter's financial resources to pay the bonus; and (vi) such
         other factors as the Board shall deem to be relevant.

                  c. EXECUTIVE PERQUISITES, BENEFITS AND OTHER COMPENSATION.
         During the Employment Term (as defined in Section 3 below), Executive
         shall be entitled to receive additional benefits and compensation from
         First Charter in such form and to such extent as specified below:

                           i. Payment of all or a portion of premiums for
                  coverage for Executive and his dependent family members under
                  health, hospitalization, disability, dental, life and other
                  insurance plans that First Charter may have in effect from
                  time to time. Benefits provided to Executive under this
                  Section 2(c)(ii) will require Executive to pay the same
                  proportion of premiums for, and shall provide benefits at
                  least equal to, the benefits then provided to First Charter's
                  other executive employees.

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

                           iii. First Charter shall provide Executive with other
                  employee perquisites as may be available to or deemed
                  appropriate for Executive by the Board and participation in
                  all other company-wide employee benefits, including but not
                  limited to, any qualified and/or nonqualified retirements
                  plans sponsored by First Charter, as such are available from
                  time to time. Such current additional perquisites are listed
                  on Schedule A, which is attached hereto and incorporated
                  herein, and may be amended from time to time in the discretion
                  of the Board. In addition, Schedule B, which is attached
                  hereto and incorporated herein, lists those other supplemental
                  benefits in which Executive is currently entitled to
                  participate, and may be amended or modified from time to time
                  with the consent of the Parties.

         3. TERM OF AGREEMENT. The Parties intend that the term of the
Employment Agreement provide the Executive with a three year contract that will
expire when the Executive attains age 65, unless the Agreement is terminated
sooner as provided in Section 4. Therefore, upon execution of this Agreement by
Executive, the term of Executive's employment under this Agreement shall be
deemed to have commenced on December 19, 2001 and continue until December 31,
2004, unless sooner terminated as provided in Section 4. In addition, on the
last day of each calendar month after December 31, 2001 until January 31, 2003,
this Agreement shall be deemed to have been automatically renewed and extended
for an additional one (1) month on the same terms and conditions contained
herein in effect as of the time of renewal, unless either party shall give
written notice of nonextention to the other party at least fifteen (15) days
before the last day of a month. Following January 31, 2006, this Agreement may
be renewed and extended on terms and conditions mutually agreed upon by the
Parties. In addition, Executive's total term of employment with First Charter
during the initial and any extended term is collectively defined and referred to
under this Agreement as the "Employment Term."

         4. TERMINATION. In addition to the provisions set forth in Section 3
above, the Employment Term shall terminate immediately upon the occurrence of
any of the following events: (a) immediately upon the retirement or death of
Executive; (b) upon the end of the time period specified in the First Charter
Corporation Omnibus Stock Option Plan following the Disability of Executive (as
defined below); (c) upon the effective date of Resignation by Executive Without
Good Reason (as defined below); (d) upon the effective date of Resignation by
Executive For Good Reason (as defined below); (e) upon the 60th day following
the date the Board gives Executive notice of Termination Without Cause (as
defined below); or (f) upon the close of business on the date the Board gives
Executive notice of Termination for Cause (as defined below).

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

                  b. DISABILITY. "Disability" shall mean 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 in its sole discretion upon certification thereof by qualified
         physicians selected by the Board after such physician examines the
         Executive.

                  c. RESIGNATION WITHOUT GOOD REASON. "Resignation Without Good
         Reason" shall mean any voluntary termination or resignation by
         Executive for any reason other than the retirement or death of
         Executive, "Disability" or "Resignation for Good Reason". Executive is
         required to give at least 60 days advance written notice of Resignation
         Without Good Reason to the Board, and First Charter is entitled upon
         receiving such notice, in its discretion, to accept such

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         resignation as effective on: (i) the resignation date proposed by
         Executive, or (ii) such other earlier date designated by First Charter.
         In addition, First Charter will be required to pay Executive his
         regular salary and benefits only through Executive's final resignation
         date as agreed to or revised by the Board, regardless of whether
         Executive is actually permitted to perform any services for First
         Charter during that period.

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

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

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

                  f. TERMINATION FOR CAUSE. "Termination for Cause" shall mean
         termination of the employment of Executive by First Charter as the
         result of Executive's: (i) willful misconduct of a material nature in
         connection with the performance of his duties as an employee; (ii) use
         of alcohol during working hours beyond that customarily authorized in
         the performance of Executive's job duties, repeated use of alcohol
         after working hours that materially interferes with Executive's duties
         under this Agreement, use of illegal drugs, or violation of First
         Charter's drug and/or alcohol policies; (iii) conviction, guilty plea
         or plea of nolo contendere for any crime involving moral turpitude or
         for any felony; (iv) embezzlement or theft from First Charter, the Bank
         or any of their respective customers and employees; (v) gross
         inattention to or dereliction of duty; (vi) commission or omission of
         any act of fraud or dishonesty in connection with Executive's
         employment with First Charter or the Bank; (vii) breach of any
         fiduciary duty to First Charter or the Bank, including the duty of
         loyalty; (viii) breach of the obligations set forth in Sections 7-9 of
         this Agreement; (ix) breach, threatened breach or failure to perform
         any other provision of this Agreement; or (x) performance of any other
         willful act(s) which Executive knew or reasonably should have known
         would be materially detrimental to First Charter or the Bank.

         5. RIGHTS UPON TERMINATION. Following the termination of the Employment
Term for any reason, (i) Executive shall be entitled to any earned but unpaid
Base Salary, if any, due at the time of termination of the Employment Term (ii)
Executive shall have the general right to elect certain coverage continuation
under COBRA, and (iii) Executive will not forfeit any vested stock options or
vested 401(k) or pension benefits with First Charter and the Bank, if any.
Thereafter, except for any benefits or payments which may be due as set forth in
Section 5(a), 5(b), 5(d), 5(e) and Section 6(a), 6(b), 6(c) and 6(d) below,
Executive shall not be entitled to receive any additional compensation, wages,
bonuses, incentive pay,

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commissions, severance pay, consideration and/or benefits of any kind from First
Charter and/or the Bank hereunder upon the termination of the Employment Term.

                  a. DEATH. If termination of the Employment Term occurs at any
         time due to the death of Executive, then Executive's personal
         representative shall be paid all earned but unpaid Base Salary and
         accrued Bonus (as those terms are described in Section 2) and an
         additional amount representing one (1) year's Base Salary, such amounts
         to be paid in the same manner as provided in Section 2. In addition,
         all supplemental benefits, awards, grants and options under any First
         Charter or Bank supplemental agreement, stock option or grant will be
         fully vested notwithstanding any other provision in such plan or grant.

                  b. DISABILITY. If termination of the Employment Term occurs at
         any time due to the Disability of Executive, then Executive shall be
         entitled to receive all earned but unpaid Base Salary and accrued Bonus
         (as those terms are described in Section 2) and an additional amount
         representing one (1) year's Base Salary, such amounts to be paid in the
         same manner as provided in Section 2, less any amounts which Executive
         receives from First Charter's long-term disability plan. In addition,
         all supplemental benefits, awards, grants and options under any First
         Charter or Bank supplemental agreement, stock option or grant will be
         fully vested notwithstanding any other provision in such plan or grant.

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

                  d. TERMINATION "WITHOUT CAUSE" OR RESIGNATION "FOR GOOD
         REASON". If termination of the Employment Term occurs at any time due
         to termination by First Charter "Without Cause" or due to resignation
         by Executive "For Good Reason", then Executive shall be entitled to (i)
         all accrued, unpaid Base Salary and unreimbursed expenses through the
         date of such termination; (ii) any prior year annual incentive bonus
         earned but not yet paid; (iii) continued payment of Executive's Base
         Salary for the greater of the remainder of the Employment Term or two
         (2) years; (iii) an annual Bonus amount (calculated as the average of
         the three most recent Bonuses) for the greater of the remainder of the
         Employment Term or two (2) years; (iv) continuation of health and
         welfare benefit coverage (including coverage for Executive's dependents
         to the extent such coverage is provided by First Charter for its
         employees generally) under such plans and programs to which an
         Executive was entitled to participate immediately prior to the date of
         the end of his employment for the greater of the remainder of the
         Employment Term or two (2) years, provided such continued participation
         is possible under the terms and provisions of such plans and programs;
         and (v) acceleration of vesting of all supplemental benefits, including
         but not limited to all awards, grants, and options under any First
         Charter or Bank supplemental agreement, stock option plan or grant
         notwithstanding any other provision in such plan or grant.

                  e. RETIREMENT WITH THE CONSENT OF FIRST CHARTER. If Executive
         retires with the consent of First Charter, then Executive shall be
         entitled to receive all earned but unpaid Base Salary and accrued Bonus
         (as those terms are described in Section 2) and an additional amount
         representing one (1) year's Base Salary, such amounts to be paid in the
         same manner as provided in Section 2. In addition, all awards, grants
         and options under any First Charter or Bank stock option or grant will
         be fully vested notwithstanding any other provision in such plan or
         grant.

                  f. DEDUCTIONS. All payments set forth in this Section 5 to
         Executive and/or his personal representative, if any, shall be made
         subject to applicable withholdings as required by law.

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6. TERMINATION FOLLOWING A CHANGE IN CONTROL.

         a. The Parties agree that if, during the Employment Term, a Change in
Control (as defined in Section 6.a.ii. hereof) occurs and if, within one (1)
year following the Change in Control, the employment of Executive is terminated
by First Charter Without Cause (as defined in Section 4.e. hereof), Executive's
Compensation (as defined in Section 6.a.iii. below) shall continue to be paid in
monthly installments, subject to applicable withholdings, by First Charter for a
period of thirty-five (35) months following such termination of employment.
Furthermore, if, within one (1) year following the Change in Control, the
employment of Executive is terminated by Executive for Good Reason, Executive's
Compensation (as defined in Section 6(a)(iii) below) shall continue to be paid
in monthly installments, subject to applicable withholdings, by First Charter
for the greater of the remainder of the Employment Term or two (2) years.

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

                  (i) GOOD REASON. For purposes of this Section 6, termination
         by Executive for "Good Reason" shall mean those reasons set forth as
         "Good Reason" in Section 4(d) of this Agreement, except that the change
         in Executive's position, duties, responsibilities, status, title, Base
         Salary or Bonus shall be measured for such matters as they were in
         effect immediately preceding the Change in Control.

                  (ii) CHANGE IN CONTROL. For purposes of this Section 6, Change
         in Control" shall mean (A) the consummation of a merger, consolidation,
         share exchange or similar transaction of First Charter with any other
         corporation as a result of which the holders of the voting capital
         stock of First Charter as a group would receive less than 50% of the
         voting capital stock of the surviving or resulting corporation; (B) the
         sale or transfer (other than as security for obligations of First
         Charter) of substantially all the assets of First Charter; (C) in the
         absence of a prior expression of approval by the Board, the acquisition
         of more than 20% of First Charter's voting capital stock by any person
         within the meaning of Section 13(d)(3) of the Securities Exchange Act
         of 1934, as amended (the "Exchange Act"), other than a person, or group
         including a person, who beneficially owned, as of the date of this
         Agreement, more than 5% of First Charter's securities; (D) during any
         period of two consecutive years, individuals who at the beginning of
         such period constitute the Board cease for any reason to constitute at
         least a majority thereof unless the election, or the nomination for
         election by First Charter's shareholders, of each new director was
         approved by a vote of at least two-thirds of the directors then still
         in office who were directors at the beginning of the period; or (E) any
         other change in control of First Charter of a nature that would be
         required to be reported in response to Item 6(e) of Schedule 14A of
         Regulation 14A promulgated under the Exchange Act or the acquisition of
         control, within the meaning of Section 2(a)(2) of the Bank Holding
         Company Act of 1956, as amended, or Section 602 of the Change in Bank
         Control Act of 1978, of First Charter by any person, company or other
         entity.

                  (iii) COMPENSATION. For purposes of this Section 6,
         Executive's Compensation shall consist of the following: (A)
         Executive's Base Salary in effect immediately preceding the Change in
         Control, plus (B) an annual bonus equal to

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         the average bonus (including, but not limited to, the "Bonus", as that
         term is defined in Section 2(b) hereof and calculated as a percentage
         of Base Salary, without regard to vesting schedules or restrictions on
         the bonus compensation and converting all post-employment payments in
         stock and stock options to a cash present value) paid by First Charter
         for each one-year performance period to Executive for the three (3)
         most recent fiscal years ending prior to such Change in Control
         pursuant to First Charter's incentive and bonus plans or, if a relevant
         bonus program has not existed for three (3) years preceding the Change
         of Control, an amount equal to the estimated average bonus as
         calculated by the independent accounting firm then performing First
         Charter's independent audit, which calculation shall be conclusive.

         b. Upon termination of Executive's employment entitling Executive to
Compensation set forth in Section 6(a) above, First Charter shall maintain in
full force and effect for the continued benefit of Executive for such
thirty-five month period health insurance (including coverage for Executive's
dependents to the extent dependent coverage is provided by First Charter for its
employees generally) under such plans and programs in which Executive was
entitled to participate immediately prior to the date of such termination of
employment, provided that Executive's continued participation is possible under
the general terms and provisions of such plans and programs. In the event that
participation in any such plan or program is barred, First Charter shall arrange
to provide Executive with health insurance benefits at First Charter's expense
for such thirty-five month period substantially similar to those which Executive
would otherwise have been entitled to receive under such plans and programs from
which his continued participation is barred. However, in no event will Executive
receive from First Charter the health insurance contemplated by this Section
6(b) if Executive receives comparable insurance from any other source.

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

         c. Upon termination of Executive's employment entitling Executive to
Compensation as set forth in Section 6(a) above, Executive will become
immediately vested in his benefits under his Supplemental Agreement (as such was
effective December 19, 2001), and in any and all stock options and shares of
restricted stock previously granted to him by First Charter notwithstanding any
provision to the contrary of any plan under which the options or restricted
stock are granted. Any accrued but ungranted stock options or restricted stock
shall also be fully vested upon grant to Executive. Executive may exercise such
options only at the times and in the method described in such options. All
restrictions on shares of First Charter's stock granted under any plan shall
lapse upon a Change of Control. First Charter will amend such options or plans
in any manner necessary to facilitate the provisions of this Section 6(c).

         d. It is the intention of First Charter and Executive that Executive
receive the full benefits available under this Section 6 in the event of a
Change in Control. If a Change of Control occurs and a determination is made by
legislation, regulation, ruling directed to Executive or First Charter, or court
decision that the aggregate amount of any payment made to Executive hereunder,
or pursuant to any plan, program or policy of First Charter in connection with,
on account of, or as a result of, such Change in Control constitutes "excess
parachute payments" as defined in Internal Revenue Code (the "Code") section
280G (as well as any successor or similar sections thereof), subject to the
excise tax provisions of Code section 4999 (as well as any

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successor or similar sections thereof), Executive shall be entitled to receive
from First Charter, in addition to any other amounts payable hereunder, a lump
sum payment equal to 100% of such excise tax, plus an amount equal to the
federal and state income tax, FICA, and Medicare taxes (based upon Executive's
projected marginal income tax rates) on such lump sum payment. The amounts under
this Section 6(d) shall be paid to Executive as soon as may be practicable after
such final determination is made. Executive and First Charter shall mutually and
reasonably determine whether or not such determination has occurred or whether
any appeal to such determination should be made.

         e. Except as elected by Executive with the prior consent of First
Charter, all payments provided for under this Section 6 shall be paid in cash
(including the cash values of stock options or restricted stock, if any) from
the general funds of First Charter, and no special or separate fund shall be
established, and no other segregation of assets shall be made to assure payment,
except as provided to the contrary in funded benefits plans. Executive shall
have no right, title or interest whatsoever in or to any investments that First
Charter may make to aid First Charter in meeting its obligations under this
Section 6. Nothing contained herein, and no action taken pursuant to the
provisions hereof, shall create or be construed to create a trust of any kind or
a fiduciary relationship between First Charter and Executive or any other
person. To the extent that any person acquires a right to receive payments from
First Charter hereunder, such right shall be no greater than the right of an
unsecured creditor of First Charter.

         f. All payments set forth in this Section 6 to Executive, if any, shall
be made subject to applicable withholdings as required by law.

7. COVENANT NOT TO DISCLOSE CONFIDENTIAL INFORMATION.

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

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

         c. Executive understands that trade secrets and confidential or
proprietary information, for purposes of this Agreement, shall include, but not
be limited to, any and all versions of First Charter's or its subsidiaries'
computer software, hardware, and documentation; all methods, processes,
techniques, practices, product designs, pricing information, billing histories,
customer requirements, customer lists, account data, loan records, employee
lists and salary/commission information, personnel matters, financial data,
operating results, plans, contractual relationships, and projections for
business opportunities for new or developing business of First Charter or its
subsidiaries; and all other confidential or proprietary information, patents,
ideas, know-how and trade secrets which are in the possession of First Charter
or its subsidiaries, no matter what the source, including any such information
that First Charter or its subsidiaries obtain from a customer, contractor or
another party or entity and that First Charter

<PAGE>

treats or designates as confidential or proprietary information, whether or not
such information is owned or was developed by First Charter.

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

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

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

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

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

                  c. Engage in any "Competitive Activity" with, for or towards
         or divert, attempt to divert or direct others to divert any business of
         First Charter from a then existing First Charter customer, a joint
         venturer or other business partner of First Charter (hereinafter
         referred to as an "affiliate"), or from a potential customer identified
         through leads or relationships developed during the last two (2) years
         of Executive's employment with First Charter, within the "Restricted
         Territory".

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

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

<PAGE>

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

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

         9. ACKNOWLEDGMENTS BY EXECUTIVE.

                  a. Executive acknowledges that the restrictions placed upon
         him by Sections 7 and 8 of this Agreement are reasonable given the
         nature of Executive's position with First Charter, the area in which
         First Charter markets its products and services, and the consideration
         provided by First Charter to Executive pursuant to this Agreement.
         Specifically, Executive acknowledges that the length of the Covenant
         Not to Disclose Confidential Information and Covenant Not to Compete in
         Sections 7 and 8 are reasonable and that the definitions of
         "Competitive Activity" and "Restricted Territory" are reasonable.

                  b. Executive acknowledges that all of the provisions of the
         Agreement are fair and necessary to protect the interests of First
         Charter. Accordingly, Executive agrees not to contest the validity or
         enforceability of Sections 7 or 8 hereof.

                  c. Executive understands that every provision of this
         Agreement is severable from each other provision of this Agreement.
         Therefore, if any provision of this Agreement, including but not
         limited to all provisions of Sections 7 and 8, is held invalid or
         unenforceable, every other provision of this Agreement will continue to
         be fully valid and enforceable. In the event that any provision of this
         Agreement is determined by a court of competent jurisdiction to be void
         or unenforceable, Executive and First Charter agree that such provision
         shall be enforced to the extent reasonable under the circumstances and
         that all other provisions shall be enforceable to the fullest extent
         permissible by law. Executive and First Charter further agree that, if
         any court makes such a determination, such court shall have the power
         to reduce the duration, scope and/or area of such provisions and/or
         delete specific words and phrases by "blue penciling" and, in its
         reduced or blue penciled form, such provisions shall then be
         enforceable as allowed by law.

                  d. Executive understands that his obligations under Sections 7
         and 8 of this Agreement will continue whether or not his employment
         with First Charter is terminated voluntarily or involuntarily, or with
         or without Cause or Good Reason.

         10. BREACH BY EXECUTIVE. Executive agrees that in the event of any
breach of the provisions of Sections 7 and 8 hereof by Executive, First
Charter's remedies at law would be inadequate, and First Charter shall be
entitled to an injunction (without any bond or other security being required),
restraining such breach, and costs and attorneys' fees relating to any such
proceeding or any other legal action to enforce the provisions of this
Agreement, but nothing herein shall be construed to preclude First Charter from
pursuing any other remedies at law or in equity available to it for any such
breach.

         11. ASSIGNMENT AND BINDING EFFECT. This Agreement shall be binding
upon, and inure to the benefit of, Executive and First Charter and the Bank and
their respective permitted successors and assigns. Neither this Agreement nor
any right or interest hereunder shall be assignable by Executive, his
beneficiaries, or legal representatives without the First Charter's prior
written consent. First Charter will require any successor (whether direct or
indirect, by purchase, merger, consolidation, share exchange or otherwise) to
all or substantially all of the business and/or assets of First Charter, by
agreement in form and substance satisfactory to Executive, to expressly assume
and agree to perform all of First Charter's obligations under this Agreement in
the same manner and to the same extent that First Charter would be required to
perform it if no such succession had taken place, and to perform all obligations
to Executive

<PAGE>

as provided in Section 6. Failure of First Charter to obtain such agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle Executive to compensation from First Charter in the
same amount and on the same terms as he would be entitled to hereunder if he
terminated his employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the date Executive's employment was terminated. As
used in this Agreement, "First Charter" shall mean First Charter as defined
herein and any successor to its business and/or assets as aforesaid that
executes and delivers the agreement provided for in this Section 11 or that
otherwise becomes bound by the all terms and provisions of this Agreement by
operation of law.

         12. COMPLETE AGREEMENT. This Agreement replaces any previous agreement
relating to the same or similar subject matter which the Executive and First
Charter may have entered into with respect to Executive's employment by First
Charter, including specifically the Change in Control agreement entered into
between Executive and First Charter dated November 16, 1994 and the Employment
Agreement entered into between Executive and First Charter dated July 21, 1999.
Executive has no oral representations, understandings or agreements with First
Charter or any of its officers, directors or representatives covering the same
subject matter as this Agreement. This written Agreement is the final, complete
and exclusive statement and expression of the Employment Agreement between First
Charter and Executive and of all the terms of this Agreement, and it cannot be
varied, contradicted or supplemented by evidence of any prior or contemporaneous
oral or written agreements. This written Agreement may not be later modified
except by a further writing signed by a duly authorized officer of First Charter
and Executive, and no term of this Agreement may be waived except by writing
signed by the party waiving the benefit of such term.

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

         To First Charter:          Laura Nelson Blalock
                                    SVP, Human Resources
                                    First Charter Bank
                                    P. O. Box 37927
                                    Charlotte, North Carolina 28237-7937

         To Executive:              Lawrence M. Kimbrough
                                    617 Ardrey Circle
                                    Davidson, North Carolina 28036

Notice shall be deemed given and effective on the earlier of three (3) days
after the deposit in the U.S. mail of a writing addressed as above and sent
first class mail, certified, return receipt requested, or when actually
received. Either party may change the address for notice by notifying the other
party of such change in accordance with this Section 13.

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

         15. GOVERNING LAW. This Agreement shall in all respects be construed
according to the laws of the State of North Carolina.



<PAGE>


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


                                      FIRST CHARTER CORPORATION

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

                                      /s/ Lawrence M. Kimbrough
                                      -------------------------
                                      LAWRENCE M. KIMBROUGH







<PAGE>


                                   SCHEDULE A

o        Business related travel and entertainment expenses

o        Mobile telephone expenses

o        Country club membership dues

o        Civic club membership dues

o        Expenses related to business use of company provided car




<PAGE>


                                   SCHEDULE B


o        Medical Insurance

o        Dental Insurance

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

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

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

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

o        First Charter Retirement 401(k) Plan

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

o        First Charter Money Purchase Pension Plan (merged into the First
         Charter Retirement 401(k) Plan effective January 1, 2002)

o        OPT Capital Plan

o        Employee Stock Purchase Plan

o        Vacation of four (4) weeks for Chief Executive Officer

o        Supplemental Life Insurance policy

o        Supplemental Disability Income policy

o        Supplemental Agreement for Deferred Compensation