FIRST CHARTER CORP /NC/
DIRECTORS' OPTION DEFERRAL PLAN
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>11
<FILENAME>g74632ex10-35.txt
<DESCRIPTION>DIRECTORS' OPTION DEFERRAL PLAN
<TEXT>
<PAGE>










                                  EXHIBIT 10.35


<PAGE>


            FIRST CHARTER CORPORATION DIRECTORS' OPTION DEFERRAL PLAN

                                Table of Contents
                                -----------------

ARTICLE 1.  ESTABLISHMENT AND PURPOSE.........................................5
     1.1      ESTABLISHMENT...................................................5
     1.2      PURPOSE.........................................................5

ARTICLE 2.  REFERENCES, CONSTRUCTION AND DEFINITIONS..........................5
     2.1      ACCOUNTS........................................................5
     2.2      ADMINISTRATIVE COMMITTEE........................................5
     2.3      AFFILIATE.......................................................5
     2.4      ALLOCATOR.......................................................5
     2.5      BENEFICIARY.....................................................5
     2.6      BENEFICIARY DESIGNATION.........................................5
     2.7      BOARD...........................................................5
     2.8      BUSINESS DAY....................................................5
     2.9      CANCELLATION....................................................6
     2.10     CLASS...........................................................6
     2.11     CODE............................................................6
     2.12     COMPANY.........................................................6
     2.13     DIRECTOR........................................................6
     2.14     DIRECTOR'S FEES.................................................6
     2.15     EARLIEST EXERCISE DATE..........................................6
     2.16     EFFECTIVE DATE..................................................6
     2.17     ELIGIBLE DIRECTOR...............................................6
     2.18     EXERCISE DATE...................................................6
     2.19     EXERCISE ELECTION...............................................6
     2.20     EXERCISE PERIOD.................................................6
     2.21     EXPIRATION......................................................6
     2.22     EXPIRATION DATE.................................................6
     2.23     FUND............................................................6
     2.24     FUND ACCOUNT....................................................6
     2.25     FUND ALLOCATION.................................................6
     2.26     FUND ALLOCATION DATE............................................6
     2.27     FUND ALLOCATION DEFAULT.........................................7
     2.28     FUND ALLOCATION ELECTION........................................7
     2.29     FUND CAPITAL DISTRIBUTION.......................................7
     2.30     FUND CAPITAL DISTRIBUTION DATE..................................7
     2.31     FUND DIVIDEND...................................................7
     2.32     FUND DIVIDEND REINVESTMENT DATE.................................7
     2.33     FUND MENU.......................................................7
     2.34     FUND REALLOCATION DATE..........................................7
     2.35     FUND REALLOCATION ELECTION......................................7
     2.36     FUND RECAPITALIZATION...........................................7
     2.37     FUND RECAPITALIZATION DATE......................................7
     2.38     FUND RECORD DATE................................................7
     2.39     FUND SHARE......................................................7
     2.40     FUND SHARE DIVIDEND DATE........................................7
     2.41     GOVERNING BODY..................................................7
     2.42     GRANT DATE......................................................7
     2.43     INDEXED STRIKE PRICE............................................7
     2.44     INDEXED STRIKE PRICE ACCOUNT....................................7
     2.45     MINIMUM STRIKE PRICE............................................8

<PAGE>

     2.46     MINIMUM STRIKE PRICE ACCOUNT....................................8
     2.47     OPTION..........................................................8
     2.48     OPTION AGREEMENT................................................8
     2.49     OPTION ASSIGNMENT...............................................8
     2.50     OPTIONEE........................................................8
     2.51     OPTIONHOLDER....................................................8
     2.52     OPTIONOR........................................................8
     2.53     PARTICIPANT.....................................................8
     2.56     PARTICIPATING COMPANY...........................................8
     2.55     PERSON..........................................................8
     2.56     PLAN............................................................8
     2.57     PLAN YEAR.......................................................8
     2.58     PRIOR PLAN......................................................9
     2.59     PRIOR PLAN OPTION...............................................9
     2.60     REGULAR OPTIONS.................................................9
     2.61     SERVICE.........................................................9
     2.62     SPREAD..........................................................9
     2.63     STRIKE PRICE....................................................9
     2.64     SURVIVING SPOUSE................................................9
     2.65     TERMINATION OF SERVICE..........................................9
     2.66     UNDERLYING SHARES...............................................9
     2.67     UNDERLYING SHARE RETURN.........................................9
     2.68     UNDERLYING SHARE VALUE..........................................9
     2.69     VESTED..........................................................9

ARTICLE 3.  ELIGIBILITY, OPTION GRANTS AND VESTING............................9
     3.1      ELIGIBILITY.....................................................9
     3.2      GRANTS..........................................................9
     3.3      VESTING.........................................................9

ARTICLE 4.  FUND ALLOCATIONS..................................................9
     4.1      AN OPTION'S ALLOCATOR...........................................9
     4.2      THE FUND ALLOCATION ELECTION...................................10
     4.3      THE FUND REALLOCATION ELECTION.................................10
     4.4      PROCEDURES.....................................................10

ARTICLE 5.  EXERCISES........................................................10
     5.1      EXERCISABILITY.................................................10
     5.2      PROCEDURES AND TIMING..........................................10
     5.3      PAYMENTS TO BENEFICIARY........................................11
     5.4      PAYMENT OF PRIOR PLAN OPTIONS..................................11

ARTICLE 6.  CANCELLATIONS AND EXPIRATIONS....................................12
     6.1      CANCELLATIONS..................................................12
     6.2      EXPIRATIONS....................................................12

ARTICLE 7.  ACCOUNTS.........................................................12
     7.1      FUND ACCOUNT...................................................12
     7.2      INDEXED STRIKE PRICE ACCOUNT...................................12
     7.3      MINIMUM STRIKE PRICE ACCOUNT...................................12

ARTICLE 8.  ADMINISTRATION OF THE PLAN.......................................13
     8.1      POWERS AND DUTIES OF THE ADMINISTRATIVE COMMITTEE..............13
     8.2      AGENTS.........................................................13
     8.3      REPORTS TO GOVERNING BODY......................................13
     8.4      STRUCTURE OF ADMINISTRATIVE COMMITTEE..........................13

<PAGE>

     8.5      ADOPTION OF PROCEDURES OF ADMINISTRATIVE COMMITTEE.............13
     8.6      INSTRUCTIONS FOR PAYMENTS......................................14
     8.7      CLAIMS FOR BENEFITS............................................14
     8.8      HOLD HARMLESS..................................................14
     8.9      SERVICE OF PROCESS.............................................14

ARTICLE 9.  DESIGNATION OF BENEFICIARIES.....................................14
     9.1      BENEFICIARY DESIGNATION........................................14
     9.2      FAILURE TO DESIGNATE BENEFICIARY...............................15

ARTICLE 10. WITHDRAWAL OF PARTICIPATING COMPANY..............................15
     10.1     WITHDRAWAL OF PARTICIPATING COMPANY............................15
     10.2     EFFECT OF WITHDRAWAL...........................................15

ARTICLE 11. AMENDMENT OR TERMINATION OF THE PLAN.............................15
     11.1     RIGHT TO AMEND OR TERMINATE PLAN...............................15
     11.2     NOTICE.........................................................16

ARTICLE 12. GENERAL PROVISIONS AND LIMITATIONS...............................16
     12.1     NO RIGHT TO CONTINUE SERVICE AS A DIRECTOR.....................16
     12.2     PAYMENT ON BEHALF OF PAYEE.....................................16
     12.3     NONALIENATION..................................................16
     12.4     MISSING PAYEE..................................................17
     12.5     REQUIRED INFORMATION...........................................17
     12.6     NO TRUST OR FUNDING CREATED....................................17
     12.7     BINDING EFFECT.................................................17
     12.8     MERGER OR CONSOLIDATION........................................17
     12.9     OPTION CANCELLATION............................................17
     12.10    ENTIRE PLAN....................................................17

APPENDIX A - GENERAL INFORMATION.............................................19

APPENDIX B - FUNDS...........................................................20

CLASS APPENDIX - DIRECTORS CLASS.............................................21

EXHIBIT A - OPTION AGREEMENT.................................................22




<PAGE>

ARTICLE 1.  ESTABLISHMENT AND PURPOSE
-------------------------------------

         1.1 ESTABLISHMENT. As of the Effective Date and subject to the
provisions of Article 10, the Company hereby establishes, for the benefit of
certain individuals as described herein, a plan which shall be known as the
First Charter Corporation Directors' Option Deferral Plan (the "Plan").

         1.2 PURPOSE. The purpose of the Plan is to permit Eligible Directors to
defer Director's Fees they receive from the Participatory Company and, to
facilitate Participants' acquisitions of retirement and survivor benefits, and
thereby to promote the Participating Company's interest in ensuring the
continuity of a high quality board of directors, who are both directly and
indirectly responsible for major contributions to the success of the
Participating Company.

ARTICLE 2.  REFERENCES, CONSTRUCTION AND DEFINITIONS
----------------------------------------------------

         Unless otherwise indicated, all references to articles, sections and
subsections shall be to this Plan document. The Plan and all rights thereunder
shall be construed and enforced in accordance with ERISA and, to the extent that
state law is applicable, the laws of the State of North Carolina. The titles and
captions preceding articles, sections and subsections of the Plan document have
been inserted solely as a matter of convenience and in no way define or limit
the scope or intent of any provision. When the context so requires, the singular
includes the plural. Whenever used herein and capitalized, the following terms
shall have the respective meanings indicated unless the context plainly requires
otherwise. All references to time are Charlotte, North Carolina time. All
Appendices and Exhibits attached hereto are a part of this Plan document.

         2.1 ACCOUNTS means, with respect to an Option, its Fund Account,
Indexed Strike Price Account and Minimum Strike Price Account.

         2.2 ADMINISTRATIVE COMMITTEE means the committee provided for in
Article 8 and responsible for administering the Plan.

         2.3 AFFILIATE means any Person affiliated with the Company under ERISA
Section 4001(a)(14) or otherwise and any other Person the Governing Body
designates an Affiliate for purposes of this Plan.

         2.4 ALLOCATOR means, with respect to an Option, the Person with the
right to file a Fund Allocation Election or a Fund Reallocation Election. For
purposes of this Plan, the Optionholder shall be the Allocator with respect to
the Director's Class.

         2.5 BENEFICIARY means the Person designated by an Optionholder pursuant
to Article 9 to become the Optionholder of specified Options owned by the
Participant upon the death of such Optionholder. If, however, there has been no
such designation or an invalid designation, Beneficiary means the Person who
becomes the Optionholder.

         2.6 BENEFICIARY DESIGNATION means, with respect to an Optionholder, the
written designation filed by the Optionholder with the Administrative Committee
and which is in substantially the form the Administrative Committee prescribes.

         2.7 BOARD means the board of directors of the Company.

         2.8 BUSINESS DAY means any day on which the New York Stock Exchange is
open for business.

         2.9 CANCELLATION means, with respect to an Option, the cancellation of
the Option pursuant to a written agreement between the Optionholder and the
Participating Company or by the unilateral action of the Optionholder pursuant
to Section 12.9.

<PAGE>

         2.10 CLASS means a class of Options whereby all Options identified as
being of such Class have the same rules with respect to issuance conditions and
Grant Date valuation, Indexed Strike Price, Minimum Strike Price, Earliest
Exercise Date, Option Expiration Date, Allocator and Vesting. See Class Appendix
attached hereto.

         2.11 CODE means the Internal Revenue Code of 1986, as now in effect or
as hereafter amended. All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.

         2.12 COMPANY means First Charter Corporation, and any successor
thereto.

         2.13 DIRECTOR means a member of the Board, or a member of the board of
directors of an Affiliate.

         2.14 DIRECTOR'S FEES means the compensation that the Participating
Company pays an Eligible Director to serve as a Director, including without
limitation, annual retainer and amounts paid for attendance at meetings of
Directors.

         2.15 EARLIEST EXERCISE DATE with respect to an Option shall have the
meaning the Class Appendix ascribes to such term with respect to the Option's
Class.

         2.16 EFFECTIVE DATE shall mean May 1, 2001.

         2.17 ELIGIBLE DIRECTOR means any Director who is not a full-time
employee of a Participating Company.

         2.18 EXERCISE DATE means the effective date of an Exercise Election.

         2.19 EXERCISE ELECTION means the Optionholder's written election, made
in accordance with Article 5, and which is in substantially the form the
Administrative Committee prescribes.

         2.20 EXERCISE PERIOD means, with respect to an Option, the period
beginning at the start of the Option's Earliest Exercise Date and ending at the
end of the Option's Expiration Date.

         2.21 EXPIRATION means, with respect to an Option, the expiration of the
Option at the end of the Option Expiration Date.

         2.22 EXPIRATION DATE with respect to an Option shall have the meaning
the Class Appendix ascribes to such term with respect to the Option's Class.

         2.23 FUND means an open-end investment company that (i) is registered
as such under the Investment Company Act of 1940 and (ii) is listed on the Fund
Menu.

         2.24 FUND ACCOUNT means, with respect to an Option, the Account
maintained pursuant to Section 7.1 to keep track the Option's Underlying Shares
that consist of Fund Shares of a particular Fund.

         2.25 FUND ALLOCATION means with respect to an Option as of any date,
the allocation of the Option's Underlying Share Value among the Funds.

         2.26 FUND ALLOCATION DATE means, with respect to an Option, its Grant
Date.

         2.27 FUND ALLOCATION DEFAULT means the Grant Date Fund Allocation of
Options not subject to a Fund Allocation Election. Appendix B - Funds specifies
the Fund Allocation Default.


<PAGE>

         2.28 FUND ALLOCATION ELECTION means the Allocator's written election
made in accordance with Section 4.2 specifying the Grant Date Fund Allocation of
Options granted on or after the date such election takes effect. The election
shall be in substantially the form the Administrative Committee prescribes.

         2.29 FUND CAPITAL DISTRIBUTION means a Fund's return of capital to its
shareholders.

         2.30 FUND CAPITAL DISTRIBUTION DATE means the date of a Fund Capital
Distribution.

         2.31 FUND DIVIDEND means a Fund's dividend to shareholders consisting
of either net investment income or capital gains.

         2.32 FUND DIVIDEND REINVESTMENT DATE means the date a Fund Dividend of
cash would be reinvested to purchase additional shares of the Fund under the
Fund's automatic dividend reinvestment plan.

         2.33 FUND MENU means the menu of Funds set forth in Appendix B - Funds.

         2.34 FUND REALLOCATION DATE means, with respect to an Option, the date
the Option's Fund Allocation is changed pursuant to a Fund Reallocation
Election.

         2.35 FUND REALLOCATION ELECTION means the Allocator's written election,
made in accordance with Section 4.3 specifying a Fund Allocation for the Options
identified in the election. The election shall be in substantially the form the
Administrative Committee prescribes.

         2.36 FUND RECAPITALIZATION means a Fund's stock split or
recapitalization whereby the Fund distributes new Fund Shares to its
shareholders in exchange for the cancellation of existing Fund Shares.

         2.37 FUND RECAPITALIZATION DATE means the date of the issuance of new
Fund Shares pursuant to a Fund Recapitalization.

         2.38 FUND RECORD DATE means, with respect to a Fund Dividend, Fund
Capital Distribution, or Fund Recapitalization, the date a Fund Share must be
owned to receive the Fund Dividend, Fund Capital Distribution or Fund
Recapitalization distribution, as the case may be.

         2.39 FUND SHARE means, with respect to a Fund, a share of the Fund.

         2.40 FUND SHARE DIVIDEND DATE means the date a Fund pays a Fund
Dividend consisting of Fund Shares.

         2.41 GOVERNING BODY means the board of directors of the Company or
equivalent governing body, however denominated.

         2.42 GRANT DATE means the date a Regular Option is granted or a date a
Prior Plan Option is initially transferred into the Plan.

         2.43 INDEXED STRIKE PRICE with respect to an Option shall have the
meaning the Class Appendix ascribes to such term.

         2.44 INDEXED STRIKE PRICE ACCOUNT with respect to an Option means the
Account maintained pursuant to Section 7.2 to keep track of the Option's Indexed
Strike Price.

         2.45 MINIMUM STRIKE PRICE with respect to an Option shall have the
meaning the applicable Class Appendix ascribes to such term with respect to the
Option's Class.


<PAGE>

         2.46 MINIMUM STRIKE PRICE ACCOUNT with respect to an Option means the
Account maintained pursuant to Section 7.3 to keep track of the Option's Minimum
Strike Price.

         2.47 OPTION means each discrete bundle of rights the Participating
Company grants to a Participant under this Plan to purchase specified Underlying
Shares at a specified Strike Price during the Exercise Period, subject to any
conditions set forth in this Plan or in an Option Agreement that applies to the
Option.

         2.48 OPTION AGREEMENT means the written agreement between a Participant
and the Participating Company made in accordance with Section 3.2 and which is
in substantially the form attached hereto as Exhibit A.

         2.49 OPTION ASSIGNMENT means an Optionholder's written assignment of
one or more Options, made in accordance with Section 12.3(b) and which is in
substantially the form the Administrative Committee prescribes.

         2.50 OPTIONEE means the recipient of an Option from the Optionor.

         2.51 OPTIONHOLDER means, with respect to an Option, the Person who is
the beneficial owner of the Option and the Option's entitlements, including any
rights the Option gives the Optionholder to exercise the Option, to allocate or
reallocate the Option's Underlying Shares, or to assign the Option.

         2.52 OPTIONOR means the Participating Company as the grantor or issuer
of an Option to an Optionee.

         2.53 PARTICIPANT means, as of any date, any Director who has received
one or more Options from the Participating Company and any part of such Options
remains exercisable.

         2.54 PARTICIPATING COMPANY means the Company or an Affiliate which, by
action of its board of directors or equivalent governing body and with the
written consent of the Governing Body, has adopted the Plan; provided that the
Governing Body may, subject to the foregoing proviso, waive the requirement that
such board of directors or equivalent governing body effect such adoption. By
its adoption of or participation in the Plan, a Participating Company shall be
deemed to appoint the Company its exclusive agent to exercise on its behalf all
of the power and authority conferred by the Plan upon the Company and accept the
delegation to the Administrative Committee of all the power and authority
conferred upon it by the Plan. The authority of the Company to act as such agent
shall continue until the Plan is terminated as to the Participating Company. The
term "Participating Company" shall be construed as if the Plan were solely the
Plan of such Participating Company, unless the context plainly requires
otherwise.

         2.55 PERSON means a natural person or any duly organized and validly
existing entity such as a corporation, partnership, limited liability company,
association or trust.

         2.56 PLAN means the First Charter Corporation Directors' Option
Deferral Plan, a nonqualified mutual fund option plan of the Company as
contained in this Plan document, and as it may be amended from time to time
hereafter.

         2.57 PLAN YEAR means the calendar year; provided, however, that the
first Plan Year shall be the period commencing on the Effective Date and ending
on December 31 of the year of the Effective Date.

         2.58 PRIOR PLAN means the Carolina First Bancshares, Inc. Second
Amended and Restated Directors' Deferred Compensation Plan.

         2.59 PRIOR PLAN OPTIONS means those Directors Class Options described
in the Class Appendix.

<PAGE>

         2.60 REGULAR OPTIONS mean those Directors Class Options described in
the Class Appendix.

         2.61 SERVICE means serving on the Board, or the board of directors of
an Affiliate.

         2.62 SPREAD means, with respect to an Option as of any date, the
excess, if any, of the Option's Underlying Share Value as of such date over the
Option's Strike Price as of such date.

         2.63 STRIKE PRICE means with respect to an Option as of any date the
greater of the Option's Indexed Strike Price as of such date and the Option's
Minimum Strike Price as of such date.

         2.64 SURVIVING SPOUSE means the survivor of a deceased Optionholder to
whom such deceased Optionholder was legally married (as determined by the
Administrative Committee) immediately before the Optionholder's death.

         2.65 TERMINATION OF SERVICE means the Participant ceases to serve as a
Director for any reason.

         2.66 UNDERLYING SHARES means, with respect to an Option, the Fund
Shares that underlie the Option.

         2.67 UNDERLYING SHARE RETURN means, with respect to an Option, the rate
of growth or decline of the Option's Underlying Share Value.

         2.68 UNDERLYING SHARE VALUE means, with respect to a referenced
Underlying Share as of any date, the Underlying Share's net asset value for such
date.

         2.69 VESTED means nonforfeitable.

ARTICLE 3.  ELIGIBILITY, OPTION GRANTS AND VESTING
--------------------------------------------------

         3.1 ELIGIBILITY. An Eligible Director whom the Administrative Committee
designates, shall be eligible to become a Participant in the Plan.

         3.2 GRANTS. The Participating Company shall make Option grants as set
forth in Exhibit A. Each Option's Grant Date Fund Allocation shall be as set
forth in the applicable Fund Allocation Election, or, if there is no such
election, according to the Fund Allocation Default.

         3.3 VESTING. Each Option at any time shall be 100% Vested.

ARTICLE 4.  FUND ALLOCATIONS
----------------------------

         4.1 AN OPTION'S ALLOCATOR. Each Option shall always have an Allocator.
The Allocator can be the Participating Company or the Optionholder. An Option's
Allocator can change upon the occurrence of a specified event. With respect to
the Directors Class, the Allocator of Options of such Class shall be the
Optionholder.

         4.2 THE FUND ALLOCATION ELECTION. At any time before an Option is
granted (or in the case of a Prior Plan Option, Prior Plan accounts are
transferred to the Plan), the Allocator of the Option may specify the Option's
Grant Date Fund Allocation. Such specification shall be made by the Allocator's
filing of a Fund Allocation Election with the Administrative Committee. The
election shall specify a Grant Date Fund Allocation for all Options of a
specified Class with respect to which the filer is the Allocator. The election
establishes the Grant Date Fund Allocation of Options granted on or after the
effective date of the election. The election shall remain in effect until the
next Fund Reallocation Date applicable to the Option.

<PAGE>

         4.3 THE FUND REALLOCATION ELECTION. At any time, the Allocator may
specify the Fund Allocation for an Option. Such specification shall be made by
the Allocator's filing of a Fund Reallocation Election with the Administrative
Committee. The election shall specify a Fund Allocation for all Options. The
election establishes the Fund Allocation as of the Fund Reallocation Date.

         4.4 PROCEDURES. All Fund Allocation specifications shall be in whole
percentage increments. If the Administrative Committee receives a Fund
Allocation Election or a Fund Reallocation Election on a day that is not a
Business Day, the effective date of the election shall be the next following
Business Day. If the Administrative Committee receives an election before 10:00
a.m. on a Business Day, the effective date shall be such Business Day. If the
Administrative Committee receives an election at or after 10:00 a.m. on a
Business Day, the effective date shall be the next following Business Day. All
allocations and reallocations shall be based on the Fund Allocation Date's or
Fund Reallocation Date's Underlying Share Value.

ARTICLE 5.  EXERCISES
---------------------

         5.1 EXERCISABILITY. On any Business Day, the Optionholder can exercise
a Regular Option, but only during the Option's Exercise Period and only to the
extent the Option is Vested. Prior Plan Option benefits shall commence on the
Earliest Exercise Date.

         5.2 PROCEDURES AND TIMING.

         (a) EXERCISE ELECTION. To exercise a Regular Option, in whole or in
part, the Optionholder must file with the Administrative Committee an Exercise
Election, properly completed and duly executed by the Optionholder, specifying
the amount of Spread desired, together with payment of the Strike Price related
to the desired Spread. Notwithstanding the foregoing, the Administrative
Committee may, in the exercise of its discretion, waive the payment of the
Strike Price.

         (b) EXERCISE DATE. If the Administrative Committee receives an Exercise
Election on a day that is not a Business Day, the Exercise Date shall be the
next following Business Day. If the Administrative Committee receives an
Exercise Election before 10:00 a.m. on a Business Day, the Exercise Date shall
be such Business Day. If the Administrative Committee receives an Exercise
Election at or after 10:00 a.m. on a Business Day, the Exercise Date shall be
the next following Business Day.
         (c) VALUATION. The number of Underlying Shares required to settle an
exercise shall be based on the Exercise Date Underlying Share Value. To make
settlement, the Participating Company shall deliver to the Optionholder the
Underlying Shares that are subject to the exercise. If payment of the Strike
Price is waived, the Participating Company may settle its obligations with
respect to an exercise by either (i) delivering to the Optionholder only the
Underlying Shares with an aggregate Exercise Date Underlying Share Value in
excess of the waived Strike Price payment; or (ii) cash equal to the Spread
being exercised.
         (d) SETTLEMENT. The Participating Company shall make settlement with
respect to an exercise within seven (7) Business Days of the Exercise Date. The
Optionholder is not entitled to interest for the time that elapses between the
Exercise Date and the settlement date.

         (e) ALLOCATING AMONG OPTIONS. An Exercise Election shall be applied to
the Optionholder's Options according to the following protocol:

                  (i) the "in-the-money" Option with the nearest Expiration Date
         is exercised first to the extent necessary to fulfill the Exercise
         Election (if there is more than one such Option, the Options are
         exercised pro rata), and if such Option(s) is insufficient, then the
         "in-the-money" Option(s) with the second nearest Expiration Date is
         exercised to the extent necessary to fulfill the Exercise Election, and
         if such Option(s) is insufficient the process continues with
         "in-the-money" Options as necessary to fulfill the Exercise Election;

                  (ii) if the "in-the-money" Options are insufficient to fulfill
         the Exercise Election, the Administrative Committee shall notify the
         Optionholder of the shortfall.

<PAGE>

         An Option is "in-the-money" if it has a positive Spread.

         (f) PARTIAL EXERCISE OF AN OPTION. If an Exercise Election results in
the exercise of less than all of an Option, the following rules shall apply. The
Fund Allocation of the exercise shall be the same as the Option's Fund
Allocation. A partial exercise of an Option shall not affect the Optionholder's
exercise rights with respect to the remainder of the Option. If there occurs a
partial exercise of an Option that is less than 100% Vested, the Vested portion
of the Option shall be adjusted to reflect the exercise.

         (g) MINIMUM EXERCISE. In no event shall an exercise be permitted if the
Spread to be exercised is less than $2,000, unless all of the Optionholder's
Options are being exercised.

         (h) WITHHOLDING. Whenever payment is made pursuant to the exercise of
an Option, all tax withholding shall be made either by means of tax withholding
or payment by the Optionholder to the Participating Company of an amount equal
to the taxes due. The Participating Company may also withhold such reasonable
fees as the Administrative Committee may establish from time to time.

         5.3 PAYMENTS TO BENEFICIARY. If an Optionholder entitled to a benefit
under this Article 5 dies before payment of the benefit is made, then payment of
the benefit shall be made to such Optionholder's Beneficiary.

         5.4 PAYMENT OF PRIOR PLAN OPTIONS.

         (a) IN GENERAL. If the Participant has Prior Plan Options,
distributions may be paid to the Participant in cash either in a lump sum or in
a number of approximately equal monthly, quarterly or annual installments
designated by the Participant on the Participant's Prior Plan election form
prior to the transfer of the Prior Plan accounts into the Plan. If a participant
elected to receive installment distributions from the Prior Plan, the
Administrative Committee may purchase an annuity from an insurance company which
annuity will pay the Participant the desired periodic installments. If the
Administrative Committee purchases an annuity contract, the Participant will
have no further rights to receive payments from the Participating Company or the
Plan with respect to the amounts subject to the annuity. If the Administrative
Committee does not purchase an annuity contract, the value of the Underlying
Shares shall continue to reflect Underlying Share Return until the installments
are paid in full. If the Participant has no Prior Plan election form in place at
the date the Prior Plan accounts are transferred to the Plan, the Prior Plan
Options shall be distributed in a lump sum.

         (b) FINANCIAL HARDSHIP. The Administrative Committee may, in its sole
discretion, accelerate the making of payment of Prior Plan Option benefits to a
Participant of an amount reasonably necessary to handle a severe financial
hardship of a sudden and unexpected nature due to causes not within the control
of the Participant. Such payment may be made even if the Participant has not
incurred a Termination of Service. All financial hardship distributions shall be
made in cash in a lump sum.

ARTICLE 6.  CANCELLATIONS AND EXPIRATIONS
-----------------------------------------

         6.1 CANCELLATIONS. In the event of the Cancellation of an Option, the
Option shall be cancelled and the Optionholder shall have no rights with respect
to the cancelled Option.

         6.2 EXPIRATIONS. In the event of an Expiration of an Option, the Option
shall be automatically exercised and the Expiration Date shall be the Exercise
Date of the expiring Options. The Optionholder shall receive a distribution of
cash equal to the Spread being exercised, subject to tax withholdings under
Section 5.2(h). Additionally, Section 5.2(g) shall not apply to the automatic
exercise of expiring Options.

ARTICLE 7.  ACCOUNTS
--------------------

         7.1 FUND ACCOUNT. The Administrative Committee shall keep or cause to
be kept with respect to each Option a Fund Account to record, with respect to
each Fund, the number of Fund Shares

<PAGE>

that are Underlying Shares of such Option. As of each Business Day, each Fund
Account shall be adjusted in the order set forth below:

                  (a) If the Business Day is an Exercise Date, there shall be
         subtracted the number of Fund Shares transferred or deemed transferred
         pursuant to the exercise;

                  (b) If a Cancellation or Expiration of the Option occurs on
         the Business Day, there shall be subtracted the Fund Shares that are
         subject to the Cancellation or Expiration;

                  (c) If the Business Day is a Fund Dividend Reinvestment Date
         with respect to Fund Shares of such Fund Account, there shall be added
         the number of Fund Shares deemed to be purchased by the Fund Dividend;

                  (d) If the Business Day is a Fund Share Dividend Date, there
         shall be added the number of Fund Shares deemed to be distributed with
         respect to the Fund Shares of such Fund Account; and

                  (e) If the Business Day is a Fund Recapitalization Date, there
         shall be subtracted the number of Fund Shares of such Fund Account that
         are cancelled and there shall be added the number of Fund Shares deemed
         to be received in exchange therefor;

                  (f) If the Business Day is a Grant Date, there shall be added
         the number of Fund Shares added according to the applicable Fund
         Allocation; and

                  (g) If the Business Day is a Fund Reallocation Date, there
         shall be added or subtracted, as the case may be, the appropriate
         number of Fund Shares.

         7.2 INDEXED STRIKE PRICE ACCOUNT. The Administrative Committee shall
keep or cause to be kept an Indexed Strike Price Account with respect to each
Option. As of each Business Day, each Indexed Strike Price Account shall be
adjusted in the order set forth below:

                  (a) If the Business Day is an Exercise Date with respect to
         the Option, the amount of the Strike Price received or deemed to be
         received pursuant to the exercise of the Option shall be subtracted
         from the Account; and

                  (b) If a Cancellation or Expiration of the Option occurs on
         the Business Day, an amount shall be subtracted from the Account that
         bears the same proportion to the Account before such subtraction as the
         Underlying Share Value of the Cancellation or Expiration bears to the
         Option's Underlying Share Value immediately preceding the Cancellation
         or Expiration.

         7.3 MINIMUM STRIKE PRICE ACCOUNT. The Administrative Committee shall
keep or cause to be kept a Minimum Strike Price Account with respect to each
Option. As of each Business Day, each Minimum Strike Price Account shall be
adjusted in the order set forth below:

                  (a) If the Business Day is an Exercise Date with respect to
         the Option, an amount shall be subtracted from the Account that bears
         the same proportion to the Account immediately before the subtraction
         as the Strike Price received or deemed to be received pursuant to the
         exercise of the Option bears to the total Strike Price immediately
         preceding such exercise; and

                  (b) If a Cancellation or Expiration of the Option occurs on
         the Business Day, an amount shall be subtracted from the Account that
         bears the same proportion to the Account before such subtraction as the
         Underlying Share Value of the Cancellation or Expiration bears to the
         Option's Underlying Share Value immediately preceding the Cancellation
         or Expiration.

ARTICLE 8. ADMINISTRATION OF THE PLAN
-------------------------------------

         8.1 POWERS AND DUTIES OF THE ADMINISTRATIVE COMMITTEE. The
Administrative Committee shall have general responsibility for the
administration of the Plan (including but not limited to complying with
reporting and disclosure requirements, and establishing and maintaining Plan
records). In the exercise of its sole and absolute discretion, the
Administrative Committee shall interpret the Plan's provisions and determine the
eligibility of individuals for benefits.

         8.2 AGENTS. The Administrative Committee may engage such legal counsel,
certified public accountants and other advisers and service providers, who may
be advisers or service providers for the Participating Company or an Affiliate,
and make use of such agents and clerical or other personnel, as it shall require
or may deem advisable for purposes of the Plan. The Administrative Committee may
rely upon the written opinion of any legal counsel or accountants engaged by the
Administrative Committee,

<PAGE>

and may delegate to any such agent or to any subcommittee or member of the
Administrative Committee its authority to perform any act hereunder, including,
without limitation, those matters involving the exercise of discretion, provided
that such delegation shall be subject to revocation at any time at the
discretion of the Administrative Committee.

         8.3 REPORTS TO GOVERNING BODY. The Administrative Committee shall
report to the Governing Body or to a committee of the Governing Body designated
for that purpose, as frequently as the Governing Body or such committee shall
specify, with regard to the matters for which the Administrative Committee is
responsible under the Plan.

         8.4 STRUCTURE OF ADMINISTRATIVE COMMITTEE. The Administrative Committee
shall consist of three or more members, each of whom shall be appointed by,
shall remain in office at the will of, and may be removed with or without cause
by, the Governing Body. Any member of the Administrative Committee may resign at
any time. No member of the Administrative Committee shall be entitled to act on
or decide any matter relating solely to such member or any of such member's
rights or benefits under the Plan. In the event the Administrative Committee is
unable to act in any matter by reason of the foregoing restriction, the
Governing Body shall act on such matter. The members of the Administrative
Committee shall not receive any special compensation for serving in the capacity
as members of the Administrative Committee but shall be reimbursed for any
reasonable expenses incurred in connection therewith. No bond or other security
shall be required of the Administrative Committee or any member thereof in any
jurisdiction. Any member of the Administrative Committee, any subcommittee or
agent to whom the Administrative Committee delegates any authority, and any
other person or group of persons, may serve in more than one fiduciary capacity
with respect to the Plan.

         8.5 ADOPTION OF PROCEDURES OF ADMINISTRATIVE COMMITTEE. The
Administrative Committee shall establish its own procedures and the time and
place for its meetings, and provide for the keeping of minutes of all meetings.
A majority of the members of the Administrative Committee shall constitute a
quorum for the transaction of business at a meeting of the Administrative
Committee. Any action of the Administrative Committee may be taken upon the
affirmative vote of a majority of the members of the Administrative Committee at
a meeting. The Administrative Committee may also act without meeting by
unanimous written consent.

         8.6 INSTRUCTIONS FOR PAYMENTS. All requests of or directions to the
Participating Company for payment or disbursement shall be signed by a member of
the Administrative Committee or such other person or persons as the
Administrative Committee may from time to time designate in writing. This person
shall cause to be kept full and accurate accounts of payments and disbursements
under the Plan.

         8.7 CLAIMS FOR BENEFITS. All claims for benefits under the Plan shall
be submitted in writing to the Administrative Committee. Within a reasonable
period of time the Administrative Committee shall decide the claim by majority
vote in the exercise of its sole and absolute discretion. Written notice of the
decision on each such claim shall be furnished within 90 days after receipt of
the claim; provided that, if special circumstances require an extension of time
for processing the claim, an additional 90 days from the end of the initial
period shall be allowed for processing the claim, in which event the claimant
shall be furnished with a written notice of the extension prior to the
termination of the initial 90-day period indicating the special circumstance
requiring an extension. If the claim is wholly or partially denied, such written
notice shall set forth an explanation of the specific findings and conclusions
on which such denial is based. A claimant may review all pertinent documents and
may request a review by the Administrative Committee of such a decision denying
the claim. Such a request shall be made in writing and filed with the
Administrative Committee within 60 days after delivery to said claimant of
written notice of said decision. Such written request for review shall contain
all additional information which the claimant wishes the Administrative
Committee to consider. The Administrative Committee may hold any hearing or
conduct any independent investigation which it deems necessary to render its
decision, and the decision on review shall be made as soon as possible after the
Administrative Committee's receipt of the request for review. Written notice of
the decision on review shall be furnished to the claimant within 60 days after
receipt by the Administrative Committee of a request for review, unless special
circumstances require an extension of time for processing, in which event an
additional 60 days shall be allowed for review and the

<PAGE>

claimant shall be so notified in writing. Written notice of the decision on
review shall include specific reasons for such decision. For all purposes under
the Plan, such decisions on claims (where no review is requested) and decisions
on review (where review is requested) shall be final, binding and conclusive on
all parties.

         8.8 HOLD HARMLESS. To the maximum extent permitted by law, no member of
the Administrative Committee shall be personally liable by reason of any
contract or other instrument executed by such member or on such member's behalf
in such member's capacity as a member of the Administrative Committee nor for
any mistake of judgment made in good faith, and the Participating Company shall
indemnify and hold harmless, directly from its own assets (including the
proceeds of any insurance policy the premiums of which are paid from the
Company's own assets), each member of the Administrative Committee and each
other officer, employee, or director of the Company or an Affiliate to whom any
duty or power relating to the administration or interpretation of the Plan
against any cost or expense (including counsel fees) or liability (including any
sum paid in settlement of a claim with the approval of the Participating
Company) arising out of any act or omission to act in connection with the Plan
unless arising out of such person's own fraud or bad faith.

         8.9 SERVICE OF PROCESS. The Secretary of the Company or such other
person designated by the Governing Body shall be the agent for service of
process under the Plan.

ARTICLE 9. DESIGNATION OF BENEFICIARIES
---------------------------------------

         9.1 BENEFICIARY DESIGNATION. Every Optionholder shall file with the
Administrative Committee a Beneficiary Designation of one or more Persons as the
Beneficiary who shall be entitled to become the Optionholder of Options held by
the Optionholder upon the Participant's death. A Participant may from time to
time revoke or change such Beneficiary Designation without the consent of any
prior Beneficiary by filing a new designation with the Administrative Committee.
The last such designation received by the Administrative Committee shall be
controlling; provided, however, that no designation, or change or revocation
thereof, shall be effective unless received by the Administrative Committee
prior to the Participant's death, and in no event shall it be effective as of
any date prior to such receipt. All decisions of the Administrative Committee
concerning the effectiveness of any Beneficiary Designation, and the identity of
any Beneficiary, shall be final.

         9.2 FAILURE TO DESIGNATE BENEFICIARY. If no Beneficiary Designation is
in effect at the time of an Optionholder's death, the Options, if any, held by
the Participant at the Participant's death shall be transferred to the
Optionholder's Surviving Spouse, if any, or if the Optionholder has no Surviving
Spouse, to the Participant's estate. If the Administrative Committee is in doubt
as to the right of any person to receive such Options, the Administrative
Committee may direct the Participating Company to withhold payment, without
liability for any interest thereon, until the rights thereto are determined, or
the Administrative Committee may direct the Participating Company to pay any
such amount into any court of appropriate jurisdiction and such payment shall be
a complete discharge of the liability of the Participating Company therefor.

ARTICLE 10. WITHDRAWAL OF PARTICIPATING COMPANY
-----------------------------------------------

         10.1 WITHDRAWAL OF PARTICIPATING COMPANY. The Participating Company
(other than the Company) may withdraw from participation in the Plan by giving
the Governing Body prior written notice approved by resolution by its board of
directors or equivalent governing body specifying a withdrawal date, which shall
be the last day of a month at least 30 days subsequent to the date which notice
is received by the Governing Body. The Participating Company shall withdraw from
participating in the Plan if and when it ceases to be either a division of the
Company or an Affiliate. The Governing Body may require the Participating
Company to withdraw from the Plan, as of any withdrawal date the Governing Body
specifies.

<PAGE>

         10.2 EFFECT OF WITHDRAWAL. The Participating Company's withdrawal from
the Plan shall not in any way modify, reduce or otherwise affect the
Participating Company's obligations under the Plan, as such obligations are
defined under the provisions of the Plan existing immediately before this
withdrawal.

         Withdrawal from the Plan by any Participating Company shall not in any
way affect any other Participating Company's participation in the Plan.

ARTICLE 11. AMENDMENT OR TERMINATION OF THE PLAN
------------------------------------------------

         11.1 RIGHT TO AMEND OR TERMINATE PLAN. The Governing Body reserves the
right at any time to amend or terminate the Plan, in whole or in part, and for
any reason and without the consent of any Participating Company, Participant or
Beneficiary. Each Participating Company by its participation in the Plan shall
be deemed to have delegated this authority to the Governing Body.

         The Administrative Committee may add one or more Classes from time to
time by appending Class Appendices to this Plan Document. The Administrative
Committee may adopt any ministerial and nonsubstantive amendment which may be
necessary or appropriate to facilitate the administration, management and
interpretation of the Plan, provided the amendment does not materially affect
the currently estimated cost to the Participating Companies of maintaining the
Plan. Each Participating Company by its participation in the Plan shall be
deemed to have delegated this authority to the Administrative Committee.

         In no event shall an amendment or termination modify, reduce or
otherwise affect the Participating Company's obligations under the Plan, as such
obligations are defined under the provisions of the Plan existing immediately
before such amendment or termination.

         11.2 NOTICE. Notice of any amendment or termination of the Plan shall
be given by the Governing Body or the Administrative Committee, whichever adopts
the amendment, to the other and all Participating Companies.

ARTICLE 12. GENERAL PROVISIONS AND LIMITATIONS
----------------------------------------------

         12.1 NO RIGHT TO CONTINUE SERVICE AS A DIRECTOR. Nothing contained in
the Plan shall give any Director the right to be retained as a Director of the
Participating Company or Affiliate or affect the right of any such entity to
dismiss any Director. The adoption and maintenance of the Plan shall not
constitute a contract between any Participating Company and a Director or
consideration for, or an inducement to or condition of, the continued service of
any Director.

         12.2 PAYMENT ON BEHALF OF PAYEE. If the Administrative Committee shall
find that any person to whom any amount is payable under the Plan is unable to
care for such person's affairs because of illness or accident, or is a minor, or
has died, then any payment due such person or such person's estate (unless a
prior claim therefor has been made by a duly appointed legal representative)
may, if the Administrative Committee so elects, be paid to such person's spouse,
a child, a relative, an institution maintaining or having custody of such
person, or any other person deemed by the Administrative Committee to be a
proper recipient on behalf of such person otherwise entitled to payment. Any
such payment shall be a complete discharge of the liability of the Plan and the
Participating Company therefor.

         12.3 NONALIENATION.

         (a) Subject to subsection (b) of this Section 12.3, no Option,
interest, expectancy, benefit, payment, claim or right of any Participant or
Optionholder under the Plan shall be (a) subject in any manner to any claims of
any creditor of the Participant or Optionholder, (b) subject to the debts,
contracts, liabilities or torts of the Participant or Optionholder or (c)
subject to alienation by anticipation, sale, transfer, assignment, bankruptcy,
pledge, attachment, charge or encumbrance of any kind. If any Person shall
attempt to take any action contrary to this Section, such action shall be null
and void and of no effect, and the Administrative Committee and the
Participating Company shall disregard such action and

<PAGE>

shall not in any manner be bound thereby and shall suffer no liability on
account of its disregard thereof. If the Participant or Optionholder, or any
other beneficiary hereunder shall become bankrupt or attempt to anticipate,
alienate, sell, assign, pledge, encumber, or charge any right hereunder, then
such right or benefit shall, in the discretion of the Administrative Committee,
cease and terminate, and in such event, the Administrative Committee may hold or
apply the same or any part thereof for the benefit of the Participant or
Optionholder or the spouse, children, or other dependents of the Participant or
Optionholder, or any of them, in such manner and in such amounts and proportions
as the Administrative Committee may deem proper.

         (b) Notwithstanding subsection (a) of this Section 12.3, a Participant
may at any time prior to death assign a Regular Option to the Participant's
spouse, adult children or a trust for the benefit of the Participant, the
Participant's spouse or adult children. The Participant may also assign a
Regular Option to a tax-exempt entity as defined in Code Section 501(c)(3).
Notwithstanding the foregoing, such an assignment shall be permitted only if (i)
the Participant is 100% Vested in the Regular Option, and (ii) the Participant
receives no consideration for the assignment. Any such assignment shall be
evidenced by an appropriate written document executed by the Participant and a
copy delivered to the Administrative Committee in advance of the effective date
of the assignment. In the event of such an assignment, the assignee shall become
the Optionholder of the Regular Option and shall be entitled to all the rights
of the Participant with respect to the assigned Regular Option, and such Regular
Option shall continue to be subject to all of the terms, conditions and
restrictions applicable to the Regular Option, as set forth in the Plan.

         12.4 MISSING PAYEE. If the Administrative Committee cannot ascertain
the whereabouts of any person to whom a payment is due under the Plan, and if,
after five years from the date such payment is due, a notice of such payment due
is mailed to the last known address of such person, as shown on the records of
the Administrative Committee or the Company, and within three months after such
mailing such person has not made written claim therefor, the Administrative
Committee, if it so elects, after receiving advice from counsel to the Plan, may
direct that such payment and all remaining payments otherwise due to such person
be cancelled on the records of the Plan and the amount thereof forfeited, and
upon such cancellation, the Participating Company shall have no further
liability therefor, except that, in the event such person later notifies the
Administrative Committee of such person's whereabouts and requests the payment
or payments due to such person under the Plan, the amounts otherwise due but
unpaid shall be paid to such person without interest for late payment.

         12.5 REQUIRED INFORMATION. Each Participant shall file with the
Administrative Committee such pertinent information concerning himself or
herself, such Participant's Beneficiary, or such other person as the
Administrative Committee may specify, and no Participant, Beneficiary, or other
person shall have any rights or be entitled to any benefits under the Plan
unless such information is filed by or with respect to the Participant.

         12.6 NO TRUST OR FUNDING CREATED. The obligations of the Participating
Company to make payments hereunder shall constitute a liability of the
Participating Company to a Participant or Beneficiary, as the case may be. Such
payments shall be made from the general funds of the Participating Company, and
the Participating Company shall not be required to establish or maintain any
special or separate fund, or purchase or acquire life insurance on a
Participant's life, or otherwise to segregate assets to assure that such payment
shall be made, and neither a Participant nor a Beneficiary shall have any
interest in any particular asset of the Participating Company by reason of its
obligations hereunder. Nothing contained in the Plan shall create or be
construed as creating a trust of any kind or any other fiduciary relationship
between the Participating Company and a Participant or any other person. The
rights and claims of a Participant or a Beneficiary to a benefit provided
hereunder shall have no greater or higher status than the rights and claims of
any other general, unsecured creditor of the Participating Company.

         12.7 BINDING EFFECT. Obligations incurred by the Participating Company
pursuant to this Plan shall be binding upon and inure to the benefit of the
Participating Company, its successors and assigns, and the Participant and the
Participant's Beneficiary.


<PAGE>

         12.8 MERGER OR CONSOLIDATION. In the event of a merger or a
consolidation by the Participating Company with another corporation, or the
acquisition of substantially all of the assets or outstanding stock of the
Participating Company by another corporation, then and in such event the
obligations and responsibilities of the Participating Company under this Plan
shall be assumed by any such successor or acquiring corporation, and all of the
rights, privileges and benefits of the Participants and Beneficiaries hereunder
shall continue.

         12.9 OPTION CANCELLATION. Each Optionholder has the right, without
consent of the Participating Company, to surrender any Option for cancellation.
Upon such a surrender, the Optionholder shall receive no value in exchange, and
releases and discharges the Participating Company from any and all obligations
under the Option surrendered.

         12.10 ENTIRE PLAN. The Plan document, and any written amendments
thereto, contain all the terms and provisions of the Plan and shall constitute
the entire Plan, any other alleged terms or provisions being of no effect.


<PAGE>


         THIS PLAN IS DULY EXECUTED by the Company's duly authorized officers
this 1st day of May, 2001.



                                          FIRST CHARTER CORPORATION


                                          /s/ Lawrence M. Kimbrough
                                          ________________________________
                                          Lawrence M. Kimbrough, President


[Affix Seal]


Attest: /s/ Anne C. Forrest
       ___________________________
        Anne C. Forrest, Secretary



<PAGE>



                        APPENDIX A - GENERAL INFORMATION



                                  Company Data

Name of Company: First Charter Corporation

Address: 10200 David Taylor Drive

City: Charlotte   State: NC  Zip: 28262-2373

Telephone: 800/442-4650

Federal Tax Identification Number: 56-1355866

Income Tax Year End:   12/31 (mm/dd)

Type of Business for Federal Tax Purposes (check only one)
    [ ] Sole Proprietorship
    [ ] Partnership
    [X] C Corporation
    [ ] S Corporation
    [ ] Other (specify)

Type of Organization under State Law (check only one)
    [ ] Sole Proprietorship
    [ ] General Partnership
    [ ] Limited Partnership
    [ ] Limited Liability Company
    [ ] Limited Liability Partnership
    [X] Corporation
    [ ] Professional Corporation or Professional Association
    [ ] Trust
    [ ] Other (specify)

Jurisdiction of Organization: United States

Type of Business (describe): Financial Institution


                                    Plan Data

Name of Plan: First Charter Corporation Directors' Option Deferral Plan

Effective Date: May 1, 2001

State Law to Apply: North Carolina



<PAGE>

                               APPENDIX B - FUNDS


FUND MENU

         The following are the Funds and the Fund Allocation Default:

--------------------------------------------------------------------------------
                                                                      FUND
                                                                   ALLOCATION
       FUND NAME          FUND CLASS      CUSIP    SYMBOL  TICKER    DEFAULT
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------



<PAGE>

                        CLASS APPENDIX - DIRECTORS CLASS


OPTION ISSUANCE AND VALUATION

         PRIOR PLAN OPTIONS
         The accounts of the Prior Plan, other than the Prior Plan stock
         account, will be transferred to the Plan as soon as administratively
         feasible following the adoption of the Plan. To the extent an Eligible
         Director was also a Prior Plan participant, the Participating Company
         shall grant each such Participant Prior Plan Options as specified in
         the Option Agreement between the Participating Company and the
         Participant.

         REGULAR OPTIONS
         The Plan permits each Eligible Director to enter into an Option
         Agreement whereby the Participating Company agrees to grant Regular
         Options at specified times with Grant Date Spreads equal to the amount
         of director's fees the Participant agrees to forgo. To enter into such
         an agreement for a calendar year, the agreement must be made prior to
         the beginning of such calendar year. Notwithstanding the foregoing,
         such an agreement may be made within 30 days following the date the
         Director first becomes eligible to participate in this Plan for Regular
         Options to be granted with respect to director's fees forgone during
         the portion of the calendar year following the agreement.

         INDEXED STRIKE PRICE

         For a Regular Option, the Grant Date Indexed Strike Price shall be 90%
of the Option's Grant Date Underlying Share Value.

         MINIMUM STRIKE PRICE

         For a Regular Option, the Grant Date Minimum Strike Price shall be 50%
of the Option's Grant Date Underlying Share Value.

EARLIEST EXERCISE DATE

         The EARLIEST EXERCISE DATE for a Regular Option is the first day after
the Grant Date. The Earliest Exercise Date for a Prior Plan Option is the first
Business Day of the first month following the earliest to occur of: (i) the
Participant's Termination of Service, or (ii) the Participant's reaching age 70.

         EXPIRATION DATE

The EXPIRATION DATE for a Directors Class Option is the last day of a calendar
month on or next following the date that is fifteen (15) years following the
Participant's Termination of Service.



<PAGE>

                                    EXHIBIT A
                                OPTION AGREEMENT


         THIS OPTION AGREEMENT made this ______ day of ______________, 200_ by
and between ___________________ (the "Participating Company") and _________ (the
"Participant") (the "Agreement").

         1. THE PLAN. This Agreement is made under the First Charter Corporation
Directors' Option Deferral Plan (the "Plan"). The Plan is incorporated herein by
reference and shall govern the rights and obligations hereunder. Capitalized
terms shall have the meanings the Plan ascribes to such terms.

         [PARAGRAPHS 2 THROUGH 5 ARE TO BE INCLUDED AS APPLICABLE]

         2. Prior Plan Options. PURSUANT TO THE TERMS OF THE PLAN, IF
APPLICABLE, THE PARTICIPANT'S ACCOUNTS (OTHER THAN THE STOCK ACCOUNT) IN THE
PRIOR PLAN SHALL BE TRANSFERRED TO THE PLAN, AND THE PARTICIPATING COMPANY
AGREES TO GRANT THE PARTICIPANT A PRIOR PLAN OPTION ON THE DATE TRANSFERRED TO
THE PLAN WITH A GRANT DATE SPREAD OF $_______.

         3. REGULAR OPTIONS FOR THE REMAINDER OF THE CURRENT CALENDAR YEAR. The
Participant became eligible to participate in the Plan within the past 30 days.
Pursuant to the terms of the Plan, the Participating Company agrees to grant the
Participant Regular Options on each date Director's Fees are paid during the
remainder of this current calendar year. Each such Regular Option under this
paragraph shall have an equal Grant Date Spread, the aggregate Grant Date Spread
of all Regular Options under this paragraph shall be $__________, and the
Director's Fees the Participant would have otherwise received during the
remainder of this current calendar year shall be reduced by a like amount.

         Notwithstanding any provision in this Option Agreement to the contrary,
the Participating Company shall have no obligation to grant Regular Options
after the Participant's Termination of Service.

         4. REGULAR OPTIONS FOR THE NEXT CALENDAR YEAR. Pursuant to the terms of
the Plan, the Participating Company agrees to grant the Participant Regular
Options on each date Director's Fees are paid during the next calendar year.
Each Regular Option under this paragraph shall have an equal Grant Date Spread,
the aggregate Grant Date Spread of all Regular Options under this paragraph
shall be $__________ and the Director's Fees the Participant would have
otherwise received during the next calendar year shall be reduced by a like
amount.

         Notwithstanding any provision in this Option Agreement to the contrary,
the Participating Company shall have no obligation to grant Regular Options
after the Participant's Termination of Service.

         5. RELIANCE ON OWN ADVISORS. The Participant affirms that in making
this Option Agreement the Participant has relied on the Participant's own tax
and financial advisors and not on the Participating Company, any of its
employees, agents or representatives.

         6. NO AGREEMENT. Nothing contained in the this Option Agreement shall
give the Participant the right to be retained as a Director of the Company or an
Affiliate or affect the right of any such entity to dismiss any Director. This
Option Agreement shall not constitute a contract between any Participating
Company and the Participant or consideration for, or an inducement to or
condition of, the continued service of the Participant as a Director.


         Duly executed by the parties the day and year first above written.


         ---------------------------------------
         Participant Signature


<PAGE>


         Participating Company


         By: ____________________________________
         Printed Name: ____________________________
         Title: ________________________



</TEXT>
</DOCUMENT>
