Registration No.333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST CHARTER CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-1355866
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
22 Union Street, North
Concord, North Carolina 28025
(Address of Principal Executive Offices) (Zip Code)
FIRST CHARTER CORPORATION
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Lawrence M. Kimbrough, President
First Charter Corporation
22 Union Street, North
Concord, North Carolina 28025
(Name and address of agent for service)
Tel (704) 786-3300
Fax (704) 792-9500
Telephone number, including area code, of agent for service
Copy to:
R. Douglas Harmon
Smith Helms Mulliss & Moore, L.L.P.
Post Office Box 31247
Charlotte, North Carolina 28231
Tel (704)343-2000
Fax (704)334-8467
Approximate date of commencement of proposed sale to the
public: from time to time after the effective date of this
Registration Statement.
CALCULATION OF REGISTRATION FEE
________________________________________________________________
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Per Offering Fee
Unit* Price*
- ---------------------------------------------------------------
Common 150,000
Stock Shares $23.63 $3,544,500 $1,046
________________________________________________________________
* Pursuant to Rule 457(h), based on the price of the
Common Stock at which options granted pursuant to the
plan may be exercised.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting the Prospectus of First Charter
Corporation (the "Registrant") with respect to this Registration
Statement in accordance with Rule 428 promulgated pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), are
kept on file at the offices of the Registrant. The Registrant
will provide without charge to employees, on the written or oral
request of any such person, a copy of any or all of the documents
constituting the Prospectus. Written requests for such copies
should be directed to the Chief Financial Officer, First Charter
Corporation, 22 Union Street, North, Concord, North Carolina
28025. Telephone requests may be directed to (704)786-3300.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996, filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Registrant's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1997, June 30, 1997 and
September 30, 1997, filed pursuant to Section 13 of the
Exchange Act;
(c) The Registrant's Current Reports on Form 8-K filed
on July 2, 1997 and August 18, 1997; and
(d) The description of the Registrant's Common Stock
contained in its Registration Statement filed pursuant to
Section 12 of the Exchange Act and all amendments and reports
filed for the purpose of updating such description, including
the Registrant's Current Report on Form 8-K filed on November 9, 1995.
Any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto which either indicates that all securities offered hereto
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus and to be a part hereof
and thereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the
Prospectus to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein or therein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement or the Prospectus.
The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to
such documents which are not specifically incorporated by
reference in such documents). Written requests for such copies
should be directed to Robert O. Bratton, Chief Financial Officer,
First Charter Corporation, 22 Union Street, North, Concord, North
Carolina 28026-0228. Telephone requests may be directed to (704)
786-3300.
Item 5. Interests of Named Experts and Counsel.
The legality of the Registrant's Common Stock to be issued
in connection with the Plans has been passed upon by Smith Helms
Mulliss & Moore, L.L.P., Charlotte, North Carolina. As of the
date of this Registration Statement on Form S-8, certain
attorneys of Smith Helms Mulliss & Moore, L.L.P., beneficially
owned approximately 8,500 shares of the Registrant's Common
Stock.
Item 6. Indemnification of Directors and Officers.
There are no provisions in the Registrant's Restated
Articles of Incorporation and no contracts between the Registrant
and its directors and officers nor resolutions adopted by the
Registrant, relating to indemnification. However, in accordance
with the provisions of the North Carolina Business Corporation
Act (the "Act"), the Registrant's Bylaws provide that, in
addition to the indemnification of directors and officers
otherwise provided by the Act, the Registrant shall, under
certain circumstances, indemnify its directors, executive
officers and certain other designated officers against any and
all liability and litigation expense, including reasonable
attorneys' fees, arising out of their status or activities as
directors and officers, except for liability or litigation
expense incurred on account of activities that were at the time
known or reasonably should have been known by such director or
officer to be clearly in conflict with the best interests of the
Registrant. Pursuant to such Bylaw and as authorized by statute,
the Registrant maintains insurance on behalf of its directors and
officers against liability asserted against such persons in such
capacity whether or not such directors or officers have the right
to indemnification pursuant to the Bylaw or otherwise. In
addition, the Registrant's Restated Articles of Incorporation
prevent the recovery by the Registrant or any of its shareholders
of monetary damages against its directors.
In addition to the above-described provisions, Sections 55-8-50
through 55-8-58 of the Act contain provisions prescribing
the extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the Act permits a corporation,
with certain exceptions, to indemnify a present or former
director against liability if (i) he conducted himself in good
faith, (ii) he reasonably believed (x) that his conduct in his
official capacity with the corporation was in its best interests
and (y) in all other cases his conduct was at least not opposed
to the corporation's best interest, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. A corporation may not indemnify a director
in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation or in connection with a proceeding charging improper
personal benefit to him. The above standard of conduct is
determined by the Board of Directors, or a committee or special
legal counsel or the shareholders as prescribed in Section 55-8-55.
Sections 55-8-52 and 55-8-56 of the Act require a
corporation to indemnify a director or officer in the defense of
any proceeding to which he was a party against reasonable
expenses when he is wholly successful in his defense, unless the
articles of incorporation provide otherwise. Upon application,
the court may order indemnification of the director or officer if
he is adjudged fairly and reasonably so entitled under Section
55-8-54. Section 55-8-56 allows a corporation to indemnify and
advance expenses to an officer, employee or agent who is not a
director to the same extent as a director or as otherwise set
forth in the corporation's articles of incorporation or bylaws or
by a resolution of the Board of Directors.
In addition, Section 55-8-57 of the Act permits a
corporation to provide for indemnification of directors,
officers, employees or agents, in its articles of incorporation
or by contract or resolution, against liability in various
proceedings and to purchase and maintain insurance policies on
behalf of these individuals.
The foregoing is only a general summary of certain aspects
of North Carolina law dealing with indemnification of directors
and officers and does not purport to be complete. It is
qualified in its entirety by reference to the relevant statutes
which contain detailed specific provisions regarding the
circumstances under which and the person for whose benefit
indemnification shall or may be made and accordingly are
incorporated by reference as Exhibit 99.2 of this Registration
Statement.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by
reference in this Registration Statement.
Exhibit No.
(per Exhibit
Tables in
Item 601 of
Regulation S-K) Description of Exhibit
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P. as
to legality of securities to be registered.
23.1 Consent of Smith Helms Mulliss & Moore, L.L.P.
(included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent
certified public accountants.
24.1 Power of Attorney.
24.2 Certified Resolution authorizing signature of
Registration Statement.
99.1 1998 Employee Stock Purchase Plan.
99.2 Provisions of North Carolina law relating to
indemnification of directors and officers
(incorporated by reference to Exhibit 99.2 of
First Charter's Registration Statement on Form S-8,
Registration No. 33-60951).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the Registration Statement is on Form S-3 or
Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Concord, State of North Carolina, on
December 31, 1997.
FIRST CHARTER CORPORATION
By: /S/ LAWRENCE M.KIMBROUGH
Lawrence M. Kimbrough
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/S/ LAWRENCE M. KIMBROUGH President, Chief December 31, 1997
Lawrence M. Kimbrough Executive Officer
and Director
(Principal Executive
Officer)
/S/ ROBERT O. BRATTON Executive Vice December 31, 1997
Robert O. Bratton President
(Principal Financial
and Principal Accounting
Officer)
________________________ Director December __, 1997
William R. Black
MICHAEL R. COLTRANE* Director December 31, 1997
Michael R. Coltrane
J. ROY DAVIS, JR.* Director December 31, 1997
J. Roy Davis, Jr.
T. CARL DEDMON* Director December 31, 1997
T. Carl Dedmon
________________________ Director December__, 1997
James B. Fincher
JOHN J. GODBOLD, JR.* Director December 31, 1997
John J. Godbold, Jr.
________________________ Director December__, 1997
H. Clark Goodwin
CHARLES F. HARRY III* Director December 31, 1997
Charles F. Harry III
________________________ Director December__, 1997
Frank H. Hawfield, Jr.
J. KNOX HILLMAN, JR.* Director December 31, 1997
J. Knox Hillman, Jr.
BRANSON C. JONES* Director December 31, 1997
Branson C. Jones
________________________ Director December__, 1997
Jerry E. McGee
HUGH G. MORRISON* Director December 31, 1997
Hugh H. Morrison
THOMAS R. REVELS* Director December 31, 1997
Thomas R. Revels
*By: /s/ LAWRENCE M. KIMBROUGH
______________________________
Lawrence M. Kimbrough
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No.
(per Exhibit
Tables in
Item 601 of
Regulation S-K) Description of Exhibit
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P.
as to legality of securities to be registered.
23.1 Consent of Smith Helms Mulliss & Moore, L.L.P.
(included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent
certified public accountants.
24.1 Power of Attorney.
24.2 Certified Resolution authorizing signature of
Registration Statement.
99.1 1998 Employee Stock Purchase Plan.
99.2 Provisions of North Carolina law relating
to indemnification of directors and officers
(incorporated by reference to Exhibit 99.2
of First Charter's Registration Statement on
Form S-8, Registration No. 33-60951).
SMITH HELMS MULLISS & MOORE, L.L.P.
Post Office Box 31247
Charlotte, North Carolina 28231
Tel (704)343-2000
Fax (704)334-8467
December 31, 1997
First Charter Corporation
22 Union Street North
Concord, North Carolina 28025
RE: Registration Statement on Form S-8
150,000 Shares of Common Stock
1998 Employee Stock Purchase Plan
Ladies and Gentlemen:
In connection with the possible offering and sale from time
to time of up to 150,000 shares of the common stock (the "Shares"),
of First Charter Corporation (the "Corporation"), upon the terms and
conditions set forth in the Registration Statement on Form S-8 (the
"Registration Statement"), filed on December 31, 1997 by the Corporation
with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and the prospectus constituting a part
thereof (the "Prospectus"), we are of the opinion that when (a)
the Registration Statement shall become effective and (b) the
Shares have been sold upon the terms and conditions set forth in
the Registration Statement and the Prospectus, the Shares will be
validly authorized and legally issued, fully paid and
nonassessable.
We hereby consent (1) to be named in the Registration
Statement and in the Prospectus as attorneys who will pass upon
the legality of the Shares and (2) to the filing of a copy of
this opinion as Exhibit 5.1 of the Registration Statement.
Very truly yours,
/s/ SMITH HELMS MULLISS & MOORE, L.L.P.
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
First Charter Corporation:
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of First Charter Corporation of our report on the consolidated
financial statements included in the 1996 Annual Report to Shareholders
which is incorporated by reference in the 1996 Form 10-K of First Charter
Corporation.
/S/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Charlotte, North Carolina
December 31, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of First Charter
Corporation (the "Corporation") and the several undersigned
Officers and Directors thereof whose signatures appear below
hereby makes, constitutes and appoints Lawrence M. Kimbrough and
Robert O. Bratton, and each of them acting individually, its and
his true and lawful attorneys, with full power to act without the
other and with full power of substitution, to execute, deliver
and file in its name and on its and his behalf, and in each of
the undersigned Officer's and Director's capacity or capacities
as shown below, (a) a Registration Statement on Form S-8 (or
other appropriate form) with respect to the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of
150,000 shares of the Common Stock of the Corporation for sale
from time to time by the Corporation to various of its employees
pursuant to the exercise of options granted under the 1998
Employee Stock Purchase Plan, and any and all amendments,
including any and all post-effective amendments, to the foregoing
and any and all documents in support thereof or supplemental
thereto, and (b) such registration statements, petitions,
applications, consents to service of process or other
instruments, and any and all amendments or supplements to the
foregoing and any and all documents in support thereof or
supplemental thereto, as may be necessary or advisable to qualify
or register the securities covered by said Registration Statement
under such state or other securities laws, regulations and
requirements as may be applicable; and each of the Corporation
and said Officers and Directors hereby grants to said attorneys,
and to each of them, full power and authority to do and perform
each and every act and thing whatsoever as said attorneys or
attorney may deem necessary or advisable to carry out fully the
intent of this power of attorney to the same extent and with the
same effect as the Corporation might or could do, and as each of
said Officers and Directors might or could do personally in his
capacity or capacities as aforesaid, and each of the Corporation
and said Officers and Directors hereby ratifies and confirms all
acts and things which said attorneys or attorney might do or
cause to be done by virtue of this power of attorney and its or
his signature as the same may be signed by said attorneys or
attorney, or either of them, to any or all of the following
(and/or any and all amendments and supplements to any or all
thereof): such Registration Statement under the Securities Act,
and all such registration statements, petitions, applications,
consents to service of process and other instruments, and any and
all amendments to the foregoing and any and all documents in
support thereof or supplemental thereto, under such securities
laws, regulations and requirements as may be applicable.
IN WITNESS WHEREOF, First Charter Corporation has caused
this power of attorney to be signed on its behalf, and each of
the undersigned Officers and Directors of the Corporation in the
capacity or capacities noted has hereunto set his hand on the
date indicated.
FIRST CHARTER CORPORATION
By: /s/ LAWRENCE M. KIMBROUGH
Lawrence M. Kimbrough
President and Chief Executive Officer
Dated: December 30, 1997
Signature Title Date
/S/ LAWRENCE M. KIMBROUGH President, Chief Executive December 30, 1997
Lawrence M. Kimbrough Officer and Director
(Principal Executive
Officer)
/S/ ROBERT O. BRATTON Executive Vice President December 30, 1997
Robert O. Bratton (Principal Financial
and Principal Accounting
Officer)
_________________________ Director December __, 1997
William R. Black
/S/ MICHAEL R. COLTRANE Director December 30, 1997
Michael R. Coltrane
/S/ J. ROY DAVIS, JR. Director December 30, 1997
J. Roy Davis, Jr.
/S/ T. CARL DEDMON Director December 30, 1997
T. Carl Dedmon
_________________________ Director December __, 1997
James B. Fincher
/S/ JOHN J. GODBOLD, JR. Director December 30, 1997
John J. Godbold, Jr.
__________________________ Director December __, 1997
H. Clark Goodwin
/S/ CHARLES F. HARRY III Director December 30, 1997
Charles F. Harry III
__________________________ Director December __, 1997
Frank H. Hawfield, Jr.
/S/ J. KNOX HILLMAN, JR. Director December 30, 1997
J. Knox Hillman, Jr.
/S/ BRANSON C. JONES Director December 30, 1997
Branson C. Jones
_________________________ Director December __, 1997
Jerry E. McGee
/S/ HUGH H. MORRISON Director December 30, 1997
Hugh H. Morrison
/S/ THOMAS R. REVELS Director December 30, 1997
Thomas R. Revels
*By: /S/ LAWRENCE M. KIMBROUGH
Lawrence M. Kimbrough
Attorney-in-Fact
BOARD OF DIRECTORS OF
FIRST CHARTER CORPORATION
______
RESOLUTIONS
______
February 19, 1997
1998 EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, the Corporation currently maintains the 1996
Employee Stock Purchase Plan (the "1996 ESPP"), pursuant to which
options to purchase shares of the Corporation's common stock, $5
par value per share (the "Common Stock") have been granted, which
options are exercisable in January 1998; and
WHEREAS, pursuant to the terms of the 1996 ESPP, no more
options are available to be granted pursuant thereto; and
WHEREAS, the Board of Directors has determined that it is in
the best interest of the Corporation to establish a new employee
stock purchase plan offering up to 150,000 shares of the
Corporation to encourage stock ownership of the Corporation by
the employees of the Corporation;
NOW, THEREFORE, BE IT RESOLVED, that the 1998 Employee Stock
Purchase Plan (the "Plan") as presented to the Board of Directors
for review be, and it hereby is, authorized, approved and adopted
in all respects, in substantially the form attached hereto as
Exhibit A, with such changes, modifications and omissions as the
President and Chief Executive Officer or the Chief Financial
Officer may approve upon advise of counsel; and
FURTHER RESOLVED, that the issuance by the Corporation of up
to 150,000 shares of the Common Stock upon the exercise of
options granted under the Plan from time to time be, and hereby
is, approved in all respects, and that 150,000 shares of the
Common Stock of the Corporation be, and they hereby are, reserved
for issuance pursuant to the exercise of options granted under
the Plan (the "Shares"); and
FURTHER RESOLVED, that the Plan shall be submitted to the
shareholders for approval thereof; and
FURTHER RESOLVED, that the proper officers of the
Corporation be, and they hereby are, authorized and empowered
(a) to execute and file with the Securities and Exchange
Commission (the "SEC") a Registration Statement on Form S-8 (or
other applicable form as counsel may advise) under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to
the possible issuance or sale from time to time of up to 150,000
shares of Common Stock to its employees pursuant to the exercise
of options granted under the Plan, with such terms therein as the
officers executing the same may approve, their execution to be
conclusive evidence of such approval, and (b) to execute and file
all such other instruments and documents, to make all such
payments, to do all such other acts and things in connection with
said Registration Statement, including the execution and filing
of such amendment or amendments (including any post-effective
amendments) thereto, as they may deem necessary or advisable in
order to effect such filing and to procure the effectiveness of
said Registration Statement (and any such post-effective
amendments thereto) and to make such supplements to the
Prospectus forming a part of said Registration Statement as may
be required or otherwise as they may deem advisable; and
FURTHER RESOLVED, that Lawrence M. Kimbrough and Robert O.
Bratton, and each of them with full power to act without the
other, be, and they hereby are, authorized and empowered to sign
the aforesaid Registration Statement and any amendment or
amendments (including post-effective amendments) thereto on
behalf of and as attorneys for the Corporation and on behalf of
and as attorneys for any of the following, to wit: the principal
executive officer, the principal financial officer, the principal
accounting officer, and any other officer of the Corporation,
including the Chairman of the Board of Directors and the
President of the Corporation; and
FURTHER RESOLVED, that Lawrence M. Kimbrough be, and he
hereby is, appointed and designated as the Agent for Service of
the Corporation to be named in the aforesaid Registration
Statement, with authority to receive notices and communications
with respect to the registration of the Shares under the
Securities Act, with all powers and functions consequent upon
such designation under the Rules and Regulations of the SEC; and
FURTHER RESOLVED, that it is desirable and in the best
interest of the Corporation that the Shares be qualified or
registered for distribution in various states where appropriate,
that the Chief Executive Officer, Chief Financial Officer and
Secretary of the Corporation hereby are authorized, empowered and
directed to determine the states in which appropriate action
shall be taken to qualify or register for distribution the Shares
as said officers may deem advisable; that said officers are
hereby authorized, empowered and directed to perform on behalf of
the Corporation any and all such acts as they may deem necessary
or advisable in order to comply with the applicable laws of any
such states, and in connection therewith to execute and file all
requisite papers and documents, including, but not limited to,
resolutions, applications, reports, surety bonds, irrevocable
consents and appointments of attorneys for service of process;
and the execution by such officers of any such paper or document
or the doing by them of any act in connection with the foregoing
matters shall conclusively establish their authority therefor
from the Corporation and the approval and ratification by the
Corporation of the papers and documents so executed and the
actions so taken; and
FURTHER RESOLVED, that such officers be, and they hereby
are, authorized and directed to do any and all things which in
their judgment may be necessary or appropriate in order to obtain
a permit, exemption, registration or qualification for, and a
dealer's license with respect to, the distribution of the Shares
under the securities laws of any one or more of the states as
such officers may deem advisable and in connection therewith to
execute, acknowledge, verify, deliver, file and publish all
applications, reports, resolutions, consents, consents to service
of process, powers of attorney, commitments and other papers and
instruments as may be required under such laws and to take any
and all further actions which they may deem necessary or
appropriate in order to secure and to maintain such permits,
exemptions, registrations and qualifications in effect for so
long as they shall deem in the best interest of the Corporation;
and
FURTHER RESOLVED, that upon the issuance thereof pursuant to
the exercise of options granted under the Plan, the Shares shall
be deemed to be fully paid and nonassessable and the holders of
such Shares shall be subject to no further call or liability with
respect thereto; and
FURTHER RESOLVED, that First Charter National Bank be, and
it hereby is, appointed Transfer Agent and Registrar for such
Shares; and it is hereby vested with all the power and authority
as Transfer Agent and Registrar with respect to said Shares as it
has heretofore been vested with for the shares of the
Corporation's Common Stock currently issued and outstanding; and
FURTHER RESOLVED, that the officers of the Corporation be,
and they hereby are, authorized, empowered and directed to file
any form of notification or application or similar form as may be
required to maintain the designation of the Common Stock on the
NASDAQ National Market and to pay any fees required in connection
therewith; and
FURTHER RESOLVED, that the Board of Directors hereby adopts,
as if expressly set forth herein, the form of any resolution
required by any authority to be filed in connection with any
applications, consents to service or other documents,
applications, reports or filings relating to the foregoing
resolutions if (i) in the opinion of the officers of the
Corporation executing same, the adoption of such resolutions is
necessary or desirable and (ii) the Secretary or an Assistant
Secretary of the Corporation evidences such adoption by inserting
in the minutes of this meeting copies of such resolutions, which
will thereupon be deemed to be adopted by the Board of Directors
with the same force and effect as if presented at this meeting;
and
FURTHER RESOLVED, that the officers of the Corporation be,
and they hereby are, authorized, empowered and directed to do
any and all things of any and every nature whatsoever and execute
all instruments, certificates and documents which they in their
discretion deem necessary, appropriate or convenient to carry
into effect the foregoing resolutions and the purpose and intent
thereof.
FIRST CHARTER CORPORATION
CERTIFICATE OF SECRETARY
I, David E. Keul, Assistant Corporate Secretary of First Charter
Corporation, a corporation organized and existing under the laws of the State
of North Carolina (the "Corporation"), do hereby certify that the foregoing
is a true and correct copy of resolutions duly adopted by the Board of
Directors of the Corporation at a meeting of the Board of Directors held
on February 19, 1997, at which meeting a quorum was present and acting
throughout, and that all such resolutions are in full effect and have not
been amended or rescinded as of the date hereof.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of
the Corporation this 31st day of December, 1997.
/s/ DAVID E. KEUL
________________________
David E. Keul
Assistant Corporate Secretary
(CORPORATE SEAL)
FIRST CHARTER CORPORATION
1998 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I. Purposes:
This First Charter Corporation 1998 Employee Stock Purchase
Plan (hereinafter called the "Plan") is intended to be an
employment incentive and to encourage stock ownership by all
eligible employees, including officers, of First Charter
Corporation (hereinafter called the "Corporation") and its
subsidiary corporations (the "Subsidiaries"), as that term is
defined in Section 424(f) of the Internal Revenue Code of 1986,
as now in force or hereafter amended (the "Code"), in order to
increase their proprietary interest in the Corporation's success
and to encourage them to remain in the employ of the Corporation
or a Subsidiary. It is further intended that options issued
pursuant to this Plan (hereinafter called "Options") shall
constitute options issued pursuant to an "employee stock purchase
plan" within the meaning of Section 423 of the Code and that
transactions under the Plan shall satisfy the requirements of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
ARTICLE II. Administration:
The Plan shall be administered by the Compensation Committee
of the Board of Directors of the Corporation (the "Committee"),
which shall consist of not less than three directors. The
Committee shall at all times be composed solely of "non-employee
directors" within the meaning of Rule 16b-3 of the Exchange Act,
in effect as of the date hereof or as hereafter amended, to the
extent that the Board of Directors deems necessary or as may be
required from time to time under Section 16 of the Exchange Act.
Subject to the provisions of the Plan, the Committee may, from
time to time, prescribe rules and regulations for the
administration of the Plan and may decide questions which may
arise with respect to the interpretation or application of said
Plan. No member of the Board of Directors who is not otherwise
employed by the Corporation or a Subsidiary shall be eligible to
receive an Option.
ARTICLE III. Eligibility:
Each employee of the Corporation and of its Subsidiaries
(including officers) shall be granted as of a date to be
determined by the Board of Directors (the "Option Date"), but in
no instance more than twelve (12) months after the shareholders
of the Corporation have approved the Plan (which shareholder
approval shall be considered to be the Plan's adoption within the
meaning of Section 423 of the Code), an Option under this Plan to
purchase the Corporation's authorized but unissued $5.00 par
value Common Stock (herein sometimes called "Common Stock"),
except that there shall be excluded: (i) employees whose
customary employment is under twenty (20) hours per week; (ii)
employees whose customary employment is for not more than five
(5) months in any calendar year; and (iii) any employee who, if
having received an Option hereunder, would own, immediately after
the Option was granted, stock possessing five percent (5%) or
more of the total combined voting power or value of any classes
of stock of the Corporation, or of any of its Subsidiaries. For
purposes of determining stock ownership of an employee under
(iii) hereof, the rules of Section 424(d) of the Code and Section
1.423-2(d) of the Treasury Regulations thereunder shall apply,
and Common Stock which the employee may purchase under any
outstanding options shall be treated as owned by the employee.
ARTICLE IV. Stock:
The stock subject to the Options to be issued hereunder
shall be the Corporation's Common Stock. Subject to the
provisions of subsection (i) of Article V hereof the maximum
number of such shares to be issued upon the exercise of the
Options granted hereunder shall be an aggregate of 150,000
shares.
An eligible employee (hereinafter called "Optionee") shall
receive an option to purchase up to the largest whole number of
shares obtained by dividing Optionee's Annual Compensation (as
hereinafter defined) by One Hundred Dollars ($100.00). The term
"Annual Compensation" as used herein is defined as regular fixed
basic annual compensation at the rate in effect on the Option
Date, and does not include any bonus, overtime payment, sales
commission, contribution to an employee benefit plan or other
similar payment or contribution.
Except as expressly provided otherwise in Article V hereof
payment for Common Stock purchased under the Option shall be made
only by payroll deductions over the designated Purchase Period
(as hereinafter defined).
Notwithstanding the foregoing provisions of this Plan, no
Option shall permit an Optionee to purchase in any single
calendar year a number of shares which, together with all other
shares of the Corporation and any Subsidiaries which such
Optionee may be entitled to purchase in such year pursuant to
options issued under any employee stock purchase plan, has an
aggregate fair market value (determined in each case as of the
date such options are granted) in excess of $25,000. This
limitation applies only to options granted under "employee stock
purchase plans" as defined by Section 423 of the Code and does
not limit the amount of stock which an Optionee may purchase
under any other stock option or bonus plans then in effect.
ARTICLE V. Terms and Conditions of Options:
Options granted hereunder shall be evidenced by a Notice of
the Grant of an Option to each Optionee, which notice shall: (i)
be in such form as the Board of Directors shall determine; (ii)
incorporate, by reference, the terms and provisions of this Plan;
and (iii) be issued to each Optionee on or about the Option Date.
Subject always to the requirement that, except as otherwise
specified in Article IV hereof all Optionees shall have the same
rights and privileges, such Options shall be subject to the
following terms and conditions:
(a) Option Price: The price of shares purchased under any
Option issued hereunder (the "Option Price") shall be an amount
equal to ninety (90%) percent of the fair market value of the
Common Stock on the Option Date but not less than the par value
of such stock. For so long as shares of the Common Stock of the
Corporation are listed on a national securities exchange or
reported on the NASDAQ National Market, "fair market value" as of
a given date shall mean, for purposes of this Plan, the mean
between the high and low sales prices of the Common Stock on that
date, said mean to be based on the sale of a minimum of 100
shares of said stock; or if less than 100 shares of said stock
are sold on such date or if no sales prices are quoted, "fair
market value" shall mean the average of the closing bid and asked
prices for such stock in the over-the-counter market as reported
by the NASDAQ National Market or the NASDAQ Stock Market. If the
Common Stock is not listed on a national securities exchange or
reported on the NASDAQ National Market or quoted in the
over-the-counter market, "fair market value" shall be the fair
value thereof determined in good faith by the Board of Directors.
In making such determination, the Board of Directors shall
consider the financial condition of the Corporation and its
recent operating results, values of publicly-traded securities of
other financial institutions giving effect to the relative book
values and earnings of such institutions and the lack of
liquidity of the Corporation's shares, and such other factors as
the Board in its discretion deems relevant.
(b) Term of Options: The term of each Option shall extend
for a period of twenty-four (24) months commencing with the
Option Date with respect to such Option, said term being
hereinafter called the "Purchase Period."
(c) Purchase Account: Each Optionee shall notify the
Corporation, on such forms as shall be provided by the
Corporation, within seven (7) days following actual receipt by
the Optionee of such forms, of the number of shares which the
Optionee wishes to have the right to purchase as of the last day
of the Purchase Period (hereinafter referred to as the "Purchase
Date"), which election may be for either all or any part of the
shares subject to the Option (such shares, so elected, shall be
hereinafter called the "Elected Shares").
Although, as more fully provided hereinafter, on the
Purchase Date an Optionee may decline to purchase all or any part
of the Optionee's Elected Shares, such Optionee, in the event the
Optionee's Elected Shares are less than all of the shares subject
to the Option, may not purchase more than the Optionee's Elected
Shares on the Purchase Date.
Except as provided in subsection (h) of this Article V, each
Optionee shall authorize the Corporation and its Subsidiaries to
withhold from the Optionee's after tax compensation, beginning as
soon as practicable following the making of the election
described above as to Elected Shares and continuing throughout
the duration of the Purchase Period, amounts sufficient to
accumulate over such period (with allowances for interest as
provided for herein) the aggregate Purchase Price of the
Optionee's Elected Shares. Such withheld amounts may be used by
the Corporation for general corporate purposes, but the
Corporation shall maintain a record of each Optionee's funds as a
"Purchase Account." Such funds so accumulated within said
Purchase Account may be withdrawn, paid or applied toward the
Purchase Price of Elected Shares only pursuant to the provisions
contained in this Plan.
(d) Interest Payable on the Purchase Account: Except as
provided in Article XI hereof, the Corporation shall credit to
Purchase Accounts simple interest based on the First Charter
National Bank Prime Rate in effect from time to time, computed on
a 365-day basis, on the amount deducted from the Optionee's
salary payments and contributed to the Purchase Account annually.
Such interest shall be credited annually on a date determined by
the Committee. The Optionee is responsible for all income taxes
associated with the interest credited to the Optionee's Purchase
Account.
(e) Dates on Which Option Shall be Exercised: Except as
provided in subsections (h) and (i) of this Article V, each
Option which is exercised shall be exercised as of the Purchase
Date.
(f) Manner of Exercising Option: Except as provided in
subsections (h) and (i) of this Article V, each Optionee shall,
on such forms as shall be provided by the Corporation, at least
five (5) business days prior to the Purchase Date, notify the
Corporation of the Optionee's election either to: (i) exercise
the Option to purchase all or any part of the Elected Shares or,
in lieu thereof (ii) decline to so exercise the Option, which
election, in either event, shall be effective as of said Purchase
Date.
In the event the Optionee so exercises the Option, the
Optionee shall tender to the Corporation all funds then on
deposit in the Optionee's Purchase Account, including interest,
along with such other amounts as may be necessary to purchase all
or any part of the Optionee's Elected Shares. Any excess of
funds over the required purchase price shall be paid to the
Optionee and the Purchase Account closed.
In the event the Optionee declines to so exercise the
Option, all funds, including interest, then in the Optionee's
Purchase Account, shall be paid to said Optionee and the Purchase
Account closed.
Should the Optionee fail to deliver the notification form
referred to in this subsection (f), such failure shall be deemed
an election by said Optionee to decline to exercise the Option.
(g) Termination of Option: An Optionee may at any time on
or before the Purchase Date terminate the Option in its entirety
by written notice of such termination delivered in the manner set
forth in Article X hereof Such termination shall become effective
upon receipt of such notice by the Corporation. Upon such
termination, all funds, including interest credited, then in the
Optionee's Purchase Account shall be paid to the Optionee and the
Optionee's Purchase Account closed, and all rights and privileges
of the Optionee granted pursuant to this Plan and the Option
granted hereunder shall be terminated. Any interest accrued but
not credited to the Purchase Account will be forfeited.
(h) Termination of Employment: In the event that an
Optionee's employment by the Corporation or a Subsidiary is
terminated other than by retirement with the consent of the
Corporation, medical disability (determined in accordance with
the Corporation's long term disability plan then in effect) or by
death, all rights and privileges of Optionee granted pursuant to
the Plan and of the Option granted hereunder shall terminate, and
all funds, including interest, then on deposit on the Optionee's
Purchase Account shall be paid to the Optionee and the Optionee's
Purchase Account closed. If any termination of employment is due
to retirement with the consent of the Corporation, the Optionee
shall have the right within thirty (30) days thereafter, but not
later than five (5) business days prior to the Purchase Date, to
exercise the Option to purchase all or any part of the Optionee's
Elected Shares. If the Optionee shall become medically disabled
or die while in the employment of the Corporation or any
Subsidiary of the Corporation during the term of the Option, the
Optionee's estate, personal representative or beneficiary shall
have the right, at any time, within twelve (12) months from the
date of the Optionee's medical disability or death, but not later
than five (5) business days prior to the Purchase Date, to
exercise the employee's Option to purchase all or any part of the
Elected Shares. Options exercised pursuant to the terms of this
subsection (h) of this Article V may be exercised (during the
specified times) as to all or any part of the Elected Shares by
written notice delivered in the manner set forth in Article X
hereof and tendering with such notice payment of any or all
funds, including amounts credited to said Optionee's Purchase
Account and such other amounts as may be necessary to aggregate
the required purchase price, and shall be deemed exercised as of
the date such notice is delivered, except if such notice is
delivered less than ten (10) business days prior to the Purchase
Date, they shall be deemed exercised as of the Purchase Date.
Failure to deliver such notice and payment within the time
provided shall be deemed an election not to exercise the Option,
upon which the Option shall terminate, and all funds, including
interest then in the Optionee's Purchase Account, shall be paid
to the Optionee or his estate and the Purchase Account closed.
Retirement of an Optionee at the Optionee's Normal
Retirement Date in accordance with the provisions of any
Retirement Plan adopted by the Corporation or by any Subsidiary
shall be deemed to be a retirement with the consent of the
Corporation. Whether any other terminations of employment
(either at an Optional Retirement Date in accordance with the
provision of any such Retirement Plan or otherwise) are to be
considered retirements with the consent of the Corporation and
whether authorized leaves of absence or absences on military or
government service or for other reasons shall constitute a
termination of employment for the purposes of the Plan, shall be
determined by the Committee, the determination of which shall be
final and conclusive. Employment by the Corporation or any
Subsidiary shall be deemed to be continuous and not to terminate
during any uninterrupted period in which any employee in the
employment of the Corporation or any Subsidiary, but only if and
so long, in the case of employment by a Subsidiary, as employment
by such Subsidiary will, under the applicable provisions of the
Code as then in effect, result in the same tax treatment as would
be accorded if such Optionee were an employee of the Corporation.
(i) Adjustment of Options Exercisability Upon Certain
Events: In the event of reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger,
consolidation, offering of rights or any other change in the
structure of shares of Common Stock of the Corporation, the total
amount of shares on which Options may be granted under the Plan
and options rights (both as to the number of shares and the
option price) shall be appropriately adjusted for any increase or
decrease in the number of outstanding shares of Common Stock;
provided, however, that any fractional shares resulting from any
such adjustment shall be eliminated.
After (i) the merger of one or more corporations into the
Corporation or any Subsidiary, (ii) any merger of the Corporation
or any Subsidiary into another corporation, (iii) any
consolidation of the Corporation or any Subsidiary and one or
more other corporations, or (iv) any other corporate
reorganization of any form involving the Corporation or any
Subsidiary as a party thereto, which such event involves any
exchange, conversion, adjustment or other modification of the
outstanding shares of the Common Stock, each Optionee at the time
of such corporate reorganization shall be entitled to receive, at
no additional cost, upon any exercise of his Option and in lieu
of the number of shares as to which such Option shall then be so
exercised, the number and class of shares of stock or other
securities or such other property to which such Optionee would
have been entitled pursuant to the terms of the agreement of
merger or reorganization if at the time of such merger or
reorganization such Optionee had been a holder of record of a
number of shares of Common Stock equal to the number of shares
with respect to which such Option shall then be so exercised.
Comparable rights shall accrue to each Optionee in the event of
successive mergers or consolidations of the character described
above. The foregoing adjustments and the manner of application
of the foregoing provisions shall be determined by the Committee
in its sole discretion. Any such adjustment may provide for the
elimination of any fractional shares which might otherwise become
subject to an Option.
In the event of (i) the adoption of a plan of merger,
consolidation, share exchange or similar transaction of the
Corporation with any other corporation or association as a result
of which the holders of the voting capital stock of the
Corporation as a group would receive less than 50% of the voting
capital stock of the surviving or resulting corporation; (ii) the
approval by the Board of Directors of the Corporation of an
agreement providing for the sale or transfer (other than as
security for obligations of the Corporation) by the Corporation
of a majority of the stock of a significant Subsidiary of the
Corporation or substantially all of the assets of the Corporation
or of a significant Subsidiary of the Corporation; (iii) the
acquisition of more than 20% of the Corporation's voting capital
stock by any person within the meaning of Section 13(d)(3) of the
Exchange Act, other than a person, or group including a person,
who beneficially owned, as of the Option Date, more than 5% of
the Corporation's securities, in the absence of a prior
expression of approval of the Board of Directors of the
Corporation; (iv) during any period of two consecutive years,
individuals who at the beginning of such period constitute the
Board of Directors of the Corporation cease for any reason to
constitute at least a majority thereof unless the election, or
the nomination for election by the Corporation's shareholders, of
each new director was approved by the vote of at least two-thirds
of the directors then still in office who were directors at the
beginning of the period; or (v) any other change in control of
the Corporation of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A 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 the Corporation by any person, company or other
entity, then any Option granted hereunder shall become
immediately exercisable as to the Optionee's Elected Shares,
subject to any appropriate adjustments in the number of shares
subject to the Option and the purchase price thereof, and shall
remain exercisable through the Purchase Date, subject to all of
the terms hereof not inconsistent with this subsection (i).
Anything contained herein to the contrary notwithstanding,
upon the dissolution or liquidation of the Corporation each
Option granted under the Plan shall terminate, but the Optionee
shall have the right, following the adoption of a plan of
dissolution or liquidation and in any event prior to such
dissolution or liquidation to exercise his Option to purchase his
Elected Shares, subject to all of the other terms hereof not
inconsistent with this subsection (i).
The grant of an Option pursuant to this Plan shall not
affect in any way the right or power of the Corporation or any of
its Subsidiaries to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure,
or to merge or consolidate, or to dissolve, liquidate or sell, or
transfer all of any part of the business or assets.
(j) Assignability: No Option granted hereunder shall be
assignable or transferable except by will or by the laws of
decent and distribution and shall be exercisable, during the
lifetime of Optionee, only by said Optionee.
(k) Rights as a Shareholder: No Optionee shall have any
rights as a shareholder with respect to shares purchased pursuant
to the Options to be granted hereunder until full payment has
been made for such shares and a stock certificate for such shares
has been actually issued to said Optionee. No adjustment will be
made for dividends or other rights for which the record date is
prior to the date of such issuance.
(1) Registration: Each Option under the Plan shall be
granted on the condition that a registration statement under the
Securities Act of 1933, as amended, with respect to the Common
Stock subject to such Option has become effective and a copy of
the Prospectus has been delivered to the Optionee.
ARTICLE VI. Term of Plan:
The term of said Plan shall be for a period commencing on
the Option Date, and ending on the Purchase Date.
ARTICLE VII. Amendments:
The Committee may, from time to time, alter, amend, suspend
or discontinue the Plan at any time without notice, provided that
no Optionee's existing rights are adversely affected thereby;
provided further, upon any such amendment or modification, all
Optionees shall continue to have the same rights and privileges
as other Optionees (except as otherwise provided in Article IV
hereof); and provided further, that no such amendment of the Plan
shall, except as provided in subsection (i) of Article V hereof:
(a) increase above one hundred fifty thousand (150,000) the total
number of shares which may be offered; (b) change the formula by
which the price for which the Common Stock shall be sold is
determined; or (c) increase the maximum number of shares which
any Optionee may purchase. The Board of Directors shall submit
any amendments to the shareholders of the Corporation for
approval to the extent necessary to maintain compliance with the
requirements of Rule 16b-3 of the Exchange Act.
ARTICLE VIII. Application of Funds:
The proceeds received by the Corporation from the sale of
its Common Stock pursuant to Options granted under this Plan,
except as otherwise provided herein, will be used for general
corporate purposes.
ARTICLE IX. No Obligation to Purchase Shares:
The granting of an Option pursuant to this Plan shall impose
no obligation upon the Optionee to purchase any shares covered by
such Option.
ARTICLES X. Notices:
Any notice which the Corporation or Optionee may be required
or permitted to give to each other shall be in writing and shall
be deemed given when delivered personally or deposited in the
U.S. Mail, first class postage prepaid, addressed as follows:
Chief Financial Officer, First Charter Corporation, Post Office
Box 228, Concord, North Carolina 28026-0228, or at such other
address as the Corporation, by notice to the Optionee, may
designate in writing from time to time; and to the Optionee, at
the address shown on the records of the Corporation, or at such
other address as the Optionee, by notice to the Corporation, may
designate in writing from time to time.
ARTICLE XI. Closing of Purchase Account:
In the event that under any provision hereof an Optionee's
Purchase Account is to be closed and any balance not applied to
the purchase of all or any part of such Optionee's Elected Shares
is to be paid to Optionee, such payment shall be made within
thirty (30) days following the date that the right to such
payment accrues and shall include interest payable up to such
date, after which no additional interest shall accrue.
ARTICLE XII. The Right of the Corporation to Terminate
Employment:
Nothing contained in the Plan or in any Option granted
pursuant to the Plan shall confer upon any Optionee any right to
be continued in the employment of the Corporation or any of its
Subsidiaries, or shall interfere in any way with the right of the
Corporation or any of its Subsidiaries, as the case may be, to
terminate his or her employment at any time for any reason.
ARTICLE XIII. Effectiveness of the Plan:
The Plan shall become effective only if:
(a) The Plan shall have been adopted by the Board of
Directors of the Corporation; and
(b) The Plan shall have been approved by the affirmative
vote of at least a majority of the votes cast with respect to
approval of the Plan at the shareholders' meeting at which the
Plan is considered.
ATTEST: FIRST CHARTER CORPORATION
/s/ JAMES W. TOWNSEND, JR. By: /s/ LAWRENCE M. KIMBROUGH
Secretary President and Chief Executive
Officer
CORPORATE SEAL
Date: February 19 1997
