(FIRST CHARTER LETTERHEAD)
December 1, 1997
Dear First Charter shareholder,
You previously have received proxy materials dated October
30, 1997, including a Notice of Special Meeting, Joint Proxy
Statement and Proxy Card (the "Proxy Materials"), for the Special
Meeting of Shareholders of First Charter Corporation ("First
Charter") which is being held on December 10, 1997 at 9:00 a.m.
(the "First Charter Special Meeting"). The First Charter Special
Meeting is being held so that you may vote on two matters: (i)
the approval of an Agreement and Plan of Merger dated August 15,
1997 (the "Merger Agreement") between First Charter and Carolina
State Bank ("CSB"), providing for the merger of CSB into First
Charter National Bank and the issuance of 1.023 shares of First
Charter common stock for each outstanding share of CSB common
stock upon consummation of the merger; and (ii) the approval of
Amended and Restated Articles of Incorporation for First Charter,
which include, among other things, an amendment to increase the
number of shares that First Charter is authorized to issue from
10,000,000 to 25,000,000. These matters are described in detail
in the Joint Proxy Statement.
The Proxy Materials also describe the proposed Special
Meeting of Shareholders of CSB, originally scheduled to be held
on December 10, 1997 at 6:00 p.m. for the purpose of approving
the Merger Agreement (the "CSB Special Meeting"). This letter
serves to inform you that the CSB Special Meeting will be
postponed until December 22, 1997 at 11:00 a.m., in order to
comply with certain regulatory requirements. All references in
the Proxy Materials to the date and time of the CSB Special
Meeting shall be deemed to refer to the CSB Special Meeting as
rescheduled.
Please note that the First Charter Special Meeting will
still be held as originally scheduled on December 10, 1997 at
9:00 a.m. at First Charter's corporate and operations center
located at 22 Union Street, North in Concord, North Carolina. If
you have not already sent in your Proxy Card, I encourage you to
do so immediately to ensure that your shares will be voted at the
First Charter Special Meeting.
Sincerely,
/S/ LAWRENCE M. KIMBROUGH
LAWRENCE M. KIMBROUGH
President and Chief Executive Officer
CAROLINA STATE BANK
316 South Lafayette Street
Shelby, North Carolina 28150
Telephone: (704) 480-4444
______________________________________________________
REVISED NOTICE OF SPECIAL SHAREHOLDERS MEETING
DECEMBER 22, 1997
_______________________________________________________
To the Carolina State Bank shareholders:
Notice is hereby given that, in order to comply with certain
regulatory requirements, the Special Meeting of the Shareholders
(the "CSB Special Meeting") of Carolina State Bank (the "Bank"),
originally scheduled to be held at 6:00 p.m., local time, on
December 10, 1997, will be held on such date and immediately
adjourned and will be postponed to 11:00 a.m., local time, on
December 22, 1997, at the main office of the Bank, located at 316
South Lafayette Street, Shelby, Cleveland County, North Carolina,
or at any adjournment thereof, for the following purposes:
1. To approve the Agreement and Plan of Merger between the Bank
and First Charter Corporation dated August 15, 1997, and the
merger of the Bank into First Charter National Bank; and
2. To transact such other businesses as may properly come
before the meeting or any adjournment or adjournments
thereof.
You previously have received proxy materials dated October
30, 1997, including an original Notice of Special Meeting, a
Joint Proxy Statement and a Proxy Card (the "Original Proxy
Materials"), for the CSB Special Meeting. As previously
described in the Original Proxy Materials, shareholders of record
at the close of business on October 24, 1997 are entitled to
notice of, and to vote at, the CSB Special Meeting and any
adjournment or adjournments thereof. The Bank's stock transfer
books will not be closed. You are encouraged to review the
Original Proxy Materials for information with respect to the CSB
Special Meeting. Except for the date and time of the CSB Special
Meeting (which as described above will be postponed to December
22, 1997 at 11:00 a.m.), the information in the Original Proxy
Materials about the CSB Special Meeting is still accurate.
If you have not already sent in your Proxy Card, I encourage
you to do so immediately to ensure that your shares will be voted
at the CSB Special Meeting as rescheduled. You may use the
original Proxy Card delivered with the Original Proxy Materials.
By order of the Board of Directors
/S/ JOHN J. GODBOLD, JR.
JOHN J. GODBOLD, JR.
President
Dated: December 1, 1997
