FIRST CHARTER CORP /NC/
AMEND AND RESTATED EMP. AGREEMENT/R. O. BRATTON
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>4
<FILENAME>g74632ex10-5.txt
<DESCRIPTION>AMEND AND RESTATED EMP. AGREEMENT/R. O. BRATTON
<TEXT>
<PAGE>




                                  EXHIBIT 10.5




<PAGE>

                              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 Robert O. Bratton ("Executive"), an individual residing in Cabarrus County,
North Carolina. (the Executive and First Charter may be referred to hereinafter
as the "Parties").

                                   WITNESSETH:

         WHEREAS, Executive is currently employed as a Group Executive Vice
President and 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 a Group Executive Vice President of First Charter.
         As such, Executive shall have responsibilities, duties and authority
         reasonably accorded to, expected of, and consistent with Executive's
         position as a Group Executive Vice President of First Charter and will
         report directly to Lawrence M. Kimbrough of First Charter. 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 of
         Directors of First Charter (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.


<PAGE>

                  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. 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
         $8,166.67, equivalent to $196,000.00 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.

                           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


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                  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 this
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 initial term of Executive's employment under this Agreement shall be deemed
to have commenced on December 19, 2001 and shall 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 July 31, 2010,
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 July 31, 2013, 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 resignation as
         effective on: (i) the resignation date proposed by Executive, or (ii)
         such other


<PAGE>

         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,


<PAGE>

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.


<PAGE>

         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 the


<PAGE>

                  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


<PAGE>

         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 or threatened 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 or threatened breach. Moreover, Executive also agrees that if
Executive breaches any of Sections 8 or 9 above, Executive shall forfeit at the
time of the breach the right to any additional future payments or benefits under
this Agreement, except to the extent such benefits or payments are vested and
earned. In such case, Executive and First Charter agree that the confidential
information and non-compete obligations contained in this Agreement shall remain
valid and enforceable based upon the consideration actually paid.

         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


<PAGE>

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 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 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:              Robert O. Bratton
                                    725 Sherwin Lane
                                    Concord, North Carolina   28025

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/ Lawrence M. Kimbrough
                        --------------------------
                     Name: Lawrence M. Kimbrough
                     Title: President and Director (Principal Executive Officer)

                     /s/ Robert O. Bratton
                     -----------------------------
                     ROBERT O. BRATTON


<PAGE>

                                   SCHEDULE A

-        Business related travel and entertainment expenses

-        Mobile telephone expenses

-        Country club membership dues

-        Civic club membership dues

-        Expenses related to business use of company provided car


<PAGE>

                                   SCHEDULE B

-        Medical Insurance

-        Dental Insurance

-        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.

-        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.

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

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

-        First Charter Retirement 401(k) Plan

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

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

-        OPT Capital Plan

-        Employee Stock Purchase Plan

-        Vacation of four (4) weeks for Executive Vice President

-        Supplemental Life Insurance policy

-        Supplemental Disability Income policy

-        Supplemental Agreement for Deferred Compensation

</TEXT>
</DOCUMENT>
