<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
FIRST CHARTER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
FIRST CHARTER CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
INFORMATION ABOUT ANNUAL MEETING AND VOTING.......................................................................1
Background Information.....................................................................................1
Purpose of Proxy Statement.................................................................................1
Business to be Transacted..................................................................................1
Who May Vote...............................................................................................2
How to Vote................................................................................................2
Quorum to Transact Business................................................................................2
Voting of Shares via Proxy.................................................................................2
Revocation of Proxy........................................................................................2
Vote Necessary for Action..................................................................................3
Duplicate Proxy Statements and Cards.......................................................................3
Other Business.............................................................................................3
Expenses of Solicitation...................................................................................3
PRINCIPAL SHAREHOLDERS............................................................................................4
ELECTION OF DIRECTORS.............................................................................................5
Nominees for Terms Expiring in 2002........................................................................6
Continuing Directors With Terms Expiring in 2001...........................................................6
Continuing Directors with Terms Expiring in 2000...........................................................7
Compensation of Directors..................................................................................7
Attendance of Directors....................................................................................8
Committees of the Board of Directors.......................................................................8
Nominations for Director..................................................................................10
MANAGEMENT OWNERSHIP OF COMMON STOCK.............................................................................11
EXECUTIVE COMPENSATION...........................................................................................12
Summary Compensation Table................................................................................12
Stock Option Plans........................................................................................13
Change in Control and Employment Agreements...............................................................13
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION.......................................................14
Compensation of Chief Executive Officer...................................................................18
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS..................................................................18
PERFORMANCE GRAPH................................................................................................19
Five-Year Performance Index...............................................................................19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................................................................20
RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.........................................................20
ANNUAL REPORT....................................................................................................20
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE..........................................................20
SHAREHOLDER PROPOSALS............................................................................................20
FORM 10-K........................................................................................................21
OTHER BUSINESS...................................................................................................21
</TABLE>
<PAGE> 3
FIRST CHARTER CORPORATION
22 Union Street, North
Concord, North Carolina 28025
------------------------------
PROXY STATEMENT
------------------------------
1999 Annual Meeting of Shareholders
to be held on April 27, 1999
INFORMATION ABOUT ANNUAL MEETING AND VOTING
BACKGROUND INFORMATION
The principal executive offices of First Charter Corporation are
located at 22 Union Street, North, Concord, North Carolina 28025 and our
telephone number is (800) 422-4650. We own all of the outstanding capital stock
of First Charter National Bank, a national banking association ("FCNB"), and
Home Federal Savings and Loan Association, a federal savings and loan
association ("Home Federal").
Incidentally, the term "Corporation" (as well as the words "we," "us"
and "our") refer to First Charter Corporation. References to "you" or "your"
refer to our shareholders. The term "Common Stock" means the Corporation's
outstanding common stock.
PURPOSE OF PROXY STATEMENT
The Board of Directors of First Charter Corporation is soliciting your
proxy for voting at our Annual Meeting of Shareholders to be held on April 27,
1999 at 5:00 p.m., at The Charlotte Hilton at University Place, Charlotte, North
Carolina. This proxy statement has been mailed to shareholders on March 22,
1999.
BUSINESS TO BE TRANSACTED
At the Annual Meeting, shareholders will vote on (1) the election of
four directors, and (2) the ratification of the action of the Board of Directors
in selecting KPMG LLP ("KPMG") as independent certified public accountants for
1999. No other items are scheduled to be voted upon.
<PAGE> 4
WHO MAY VOTE
Shareholders as of the close of business on February 19, 1999 (the
"Record Date") are entitled to vote at the Annual Meeting. Each share of Common
Stock is entitled to one vote on each of the matters voted upon at the meeting,
except that shares held by FCNB, whether or not held in a fiduciary capacity,
may not be voted by FCNB in the election of directors.
HOW TO VOTE
Shareholders may vote
- In person
- By mail via the proxy card
QUORUM TO TRANSACT BUSINESS
A quorum for the transaction of business at the Annual Meeting consists
of the majority of the issued and outstanding shares of the Common Stock
entitled to vote on a particular matter, present in person or represented by
proxy. As of the Record Date, 18,477,646 shares of Common Stock were issued and
outstanding. If you attend in person and indicate your presence, or mail in a
properly dated proxy card, your shares will be counted toward a quorum.
VOTING OF SHARES VIA PROXY
If you have submitted a properly executed proxy via the mail and a
quorum is established, your shares will be voted as you indicate. However, if
you mail in your proxy card and sign and date your card, but do not mark it,
your shares will be voted in favor of the election of the four nominated
directors and in favor of ratifying KPMG as our independent certified public
accountants for 1999. If you sign and date your proxy card and withhold voting
for any or all of the nominated directors (as explained on the proxy card) or
abstain regarding the ratification of KPMG, your vote will be recorded as being
withheld or as an abstention as the case may be, but it will have no effect on
the outcome of the vote. Proxies submitted by brokers that do not indicate a
vote for some or all of the proposals because they do not have discretionary
voting authority and have not received instructions as to how to vote on those
proposals (so-called "broker non-votes") will be counted for purposes of
determining a quorum but will not affect the outcome of the vote.
REVOCATION OF PROXY
If you later decide to revoke or change your proxy, you may do so by:
(1) sending a written statement to that effect to the Secretary of the
Corporation; or (2) submitting a properly signed proxy with a later date; or (3)
voting in person at the Annual Meeting.
2
<PAGE> 5
VOTE NECESSARY FOR ACTION
Directors are elected by a plurality vote of shares present at the
meeting, meaning that the director nominee with the most affirmative votes for a
particular slot is elected for that slot. In an uncontested election for
directors, the plurality requirement is not a factor. The ratification of the
appointment of KPMG as our independent certified public accountants for 1999
requires an affirmative vote of the majority of the shares present and voting at
the meeting.
DUPLICATE PROXY STATEMENTS AND CARDS
You may receive more than one proxy statement, proxy card or Annual
Report. This duplication will occur if title to your shares is registered
differently or your shares are in more than one type of account maintained by
Registrar and Transfer Company, our transfer agent. To have all your shares
voted, please sign and return all proxy cards.
OTHER BUSINESS
We know of no other matters to be presented for shareholder action at
the Annual Meeting. If other matters are properly presented at the meeting, your
signed and dated proxy card gives authority to Robert O. Bratton, David E. Keul
and Anne C. Forrest to vote your shares in accordance with their best judgment.
EXPENSES OF SOLICITATION
The Corporation pays the cost of preparing, assembling and mailing this
proxy-soliciting material. In addition to the use of the mail, proxies may be
solicited personally or by telephone, by our officers and employees without
additional compensation. The Corporation pays all costs of solicitation,
including certain expenses of brokers and nominees who mail proxy material to
their customers or principals.
3
<PAGE> 6
PRINCIPAL SHAREHOLDERS
The following table lists all shareholders known to us to beneficially
own more than 5% of the outstanding shares of the Common Stock on December 31,
1998.
<TABLE>
<CAPTION>
Shares
Beneficially Owned
-------------------------------------
Name and Address Number Percent of Class
---------------- -------------------------------------
<S> <C> <C>
First Charter National Bank
Post Office Box 228
Concord, North Carolina 28026-0228 1,056,107(1) 5.73%
</TABLE>
(1) Includes 964,709 shares held in various fiduciary capacities where FCNB
has sole voting power and 91,398 shares held in various fiduciary
capacities where it has shared voting power. FCNB has sole investment
power over 231,142 shares and shared investment power over 98,032
shares.
4
<PAGE> 7
ELECTION OF DIRECTORS
Our Articles of Incorporation and Bylaws provide that the Board of
Directors will consist of at least five but not more than twenty-five members.
The exact number of directors is determined by either the agreement of at least
75% of the members of the Board of Directors or by vote of the shareholders. The
directors are divided into three classes having staggered three-year terms. Each
class of directors is as nearly equal in number as possible. Our Bylaws provide
that a director's term will expire at the first shareholders' meeting after that
director reaches age 70.
On October 1, 1998, Ray W. Bradley, Jr., Joe M. Logan, John M.
McCaskill and Willie E. Royal were elected to the Board of Directors in
connection with the merger of HFNC Financial Corp. ("HFNC"), with and into the
Corporation. In addition, H. Clark Goodwin resigned from the Board of Directors
effective December 15, 1998 and James B. Fincher died in October, 1998. As a
result of these changes, there are currently sixteen directors of the
Corporation. The terms of eight of these directors expire at the Annual Meeting.
In accordance with our mandatory retirement age bylaw, Ray W. Bradley, Jr., T.
Carl Dedmon, Joe M. Logan and Willie E. Royal are retiring from the Board. The
Board of Directors has determined not to fill the vacancies created by the
departure of these individuals, and, pursuant to the Bylaws, intends to decrease
the number of directors from eighteen to twelve effective as of the Annual
Meeting.
The Board has nominated for re-election the four remaining members of
the Board of Directors whose terms expire at the Annual Meeting. It is intended
that the persons named in the accompanying form of proxy will vote to elect the
four nominees listed below unless authority to vote is withheld. The nominees
will serve until the 2002 annual meeting of shareholders or until an earlier
resignation or retirement or until a successor shall be elected and shall
qualify to serve. We expect that each of the nominees will be available for
election. However, if a vacancy in the slate of nominees is caused by death or
other unexpected occurrence, it is intended that shares represented by the
accompanying proxy will be voted for the election of a substitute nominee
selected by the persons named in the proxy. Directors will be elected by a
plurality of the votes cast. Accordingly, votes withheld from director nominees
and broker non-votes, if any, will not have the effect of a "negative" vote for
the election of directors. WE RECOMMEND A VOTE FOR ALL OF THE NOMINEES FOR
ELECTION AS DIRECTORS.
5
<PAGE> 8
The names, ages and principal occupation (which has continued for the
past five years unless otherwise indicated) and certain other information for
each of the nominees and continuing directors is set forth below.
NOMINEES FOR TERMS EXPIRING IN 2002
WILLIAM R. BLACK, age 50, is a medical doctor specializing in oncology. Dr.
Black has been a director since 1990.
JOHN J. GODBOLD, JR., age 57, was Executive Vice President of FCNB until his
retirement effective January 1, 1999. Prior to the merger of Carolina State Bank
("CSB") into FCNB, Mr. Godbold served as President and Chief Executive Officer
and a director of CSB. Mr. Godbold has been a director since December 1997.
JOHN M. McCASKILL, age 64, was the Senior Vice President of Operations for Belk
Brothers Company, a retail department store chain until his retirement in
December, 1997. Prior to the merger of HFNC into the Corporation in September
1998, Mr. McCaskill served as a director of HFNC. Mr. McCaskill has been a
director since October 1998.
FRANK H. HAWFIELD, JR., age 65, is the owner of Firestone Home and Auto Supply
Store, a retail home and auto supply company. Mr. Hawfield has been a director
since 1995.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2001
J. KNOX HILLMAN, JR., age 57, is the principal owner and Chief Executive Officer
of Shuford Insurance Agency, Inc., a general insurance agency. Mr. Hillman has
been a director since 1984.
LAWRENCE M. KIMBROUGH, age 58, is the President and Chief Executive Officer of
the Corporation, FCNB and Home Federal. Mr. Kimbrough has been a director since
1986.
DR. JERRY E. McGEE, age 56, has been President of Wingate University since
August 1992. Prior to being President of Wingate University, Dr. McGee served as
Vice President for Development at Furman University. Dr. McGee has been a
director since 1995.
THOMAS R. REVELS, age 46, has been President and Chief Executive Officer of
Novant Health, Inc., Southern Piedmont Region/Presbyterian Healthcare
("Novant"), a healthcare services company, since January 1998. Prior to being
President and Chief Executive Officer of Novant, Mr. Revels served as President
and Chief Executive Officer of Northeast Medical Center, a healthcare services
company, from April 1997 to December 1997. Prior to that time, from May 1994 to
April 1997, he served as President and Chief Executive Officer of Cabarrus
Memorial Hospital, a healthcare services company. From October 1989 to May 1994,
Mr. Revels served as Executive Vice President and Chief Operating Officer of
McLeod Regional Medical Center, a healthcare services company. Mr. Revels has
been a director since July 1997.
6
<PAGE> 9
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2000
MICHAEL R. COLTRANE, age 52, is the President and Chief Executive Officer of CT
Communications, Inc., a North Carolina telecommunications company. Mr. Coltrane
also serves as the Vice Chairman of the Corporation and of FCNB. He served as a
director of the Corporation from 1983 until 1985 and has currently served as a
director since 1988. Mr. Coltrane also serves as a director of CT
Communications, Inc.
J. ROY DAVIS, JR., age 65, is the principal owner and Chief Executive Officer of
S&D Coffee, Inc., a coffee roasting and beverage distribution firm. He also
serves as the Chairman of the Board of the Corporation, FCNB and Home Federal.
Mr. Davis has been a director since 1983.
CHARLES F. HARRY III, age 62, is President of Grover Industries, Inc., a textile
company. Mr. Harry has been a director since December 1997.
HUGH H. MORRISON, age 51, is the President of E. L. Morrison Co., Inc., a retail
building supply company. Mr. Morrison has been a director since 1985.
No director has a family relationship as close as first cousin with any
other director, nominee for director or executive officer of the Corporation.
COMPENSATION OF DIRECTORS
During 1998, each director of the Corporation who was not employed by
the Corporation or its subsidiaries (an "outside director") was paid (1) $250
per quarter for his services as a director, (2) $400 for each meeting of the
Board of Directors of the Corporation attended, and (3) $200 for each committee
meeting attended.
We also maintain the Deferred Compensation Plan for Non-Employee
Directors (the "Deferred Compensation Plan"). This plan permits outside
directors to elect to defer all or a portion of their fees. The deferred fees
may be invested in a cash account, which is credited with interest at an annual
rate equal to FCNB's Prime Rate, or in a stock-based account, in which the
participant will be credited with units based on the value of shares of Common
Stock. Amounts invested in the stock account are credited with additional
amounts representing the value of dividends declared and paid from time to time.
Under the Deferred Compensation Plan, a participant may elect to receive amounts
(payable in cash only) in a lump sum or in equal installments over five years,
following the participant's death, disability, retirement from the Board of
Directors or any other date selected by the participant which is at least six
months following the participant's election date.
We also maintain the Stock Option Plan for Non-Employee Directors ("the
Director Option Plan"). The Compensation Committee from time to time may grant
non-qualified options to purchase Common Stock to outside directors of the
Corporation or a subsidiary in accordance with this plan. The terms and
provisions of any options granted, including the termination and/or vesting or
accelerated exercise of the options, upon death, disability, retirement or
otherwise, is
7
<PAGE> 10
subject to the discretion of the Compensation Committee. The exercise price of
any option, must be equal to the fair market value of the Common Stock on the
date of grant. In April, 1998, the Compensation Committee granted an option to
purchase 1,000 shares of Common Stock to each of the outside directors of the
Corporation and its subsidiaries at that time. The options granted to these
persons have terms of ten years and are exercisable in cumulative installments
of 20% per year over five years, at an exercise price of $26.75 per share (the
fair market value on the date of grant).
We have agreed to appoint Ray W. Bradley, Jr., Joe M. Logan and Willie
E. Royal, each of whom will retire because their age exceeds the retirement age
for directors, as Directors Emeritus. Each Director Emeritus will receive $8,000
of compensation for the year following the Annual Meeting.
ATTENDANCE OF DIRECTORS
During 1998, the Board of Directors held 11 meetings. Each director
other than James B. Fincher attended at least 75% of the meetings of the Board
of Directors, and of all committees of the Board of Directors on which he
served, which were held when he was a director.
COMMITTEES OF THE BOARD OF DIRECTORS
A description of the duties of each of our committees follows the table
of membership and meetings.
8
<PAGE> 11
COMMITTEE MEMBERSHIP AND MEETINGS
<TABLE>
<CAPTION>
ASSET-LIABILITY
NAME MANAGEMENT AUDIT COMPENSATION EXECUTIVE
---- --------------- ----- ------------ ---------
<S> <C> <C> <C> <C> <C>
William R. Black x
Ray W. Bradley, Jr.
Michael R. Coltrane x CH x x
J. Roy Davis, Jr. x x CH
T. Carl Dedmon x
John J. Godbold, Jr.
Charles F. Harry III
Frank H. Hawfield, Jr. x
J. Knox Hillman, Jr. CH x
Lawrence M. Kimbrough x x
Joe M. Logan
John M. McCaskill
Jerry E. McGee CH x x
Hugh H. Morrison
Thomas R. Revels x x
Willie E. Royal
Number of meetings during 1998 3 1 7 11
</TABLE>
- ---------
CH represents Chairman
Executive Committee. The Executive Committee reviews the regularly
scheduled Board of Directors meeting agendas. The committee reviews management
reports and makes recommendations to the directors at the regularly scheduled
Board of Directors meetings. Our Bylaws provide that the Executive Committee
also serves as the nominating committee. In this capacity, the Executive
Committee determines the nominees for director in a given year and may consider
written nominations of candidates for election to the Board of Directors
properly submitted by shareholders to the Secretary of the Corporation.
Audit Committee. The Audit Committee reviews the work and reports of
our internal auditors. On an annual basis, this committee reviews our
independent auditors reports and any examinations made by regulatory agencies.
The Audit Committee also establishes the scope and detail of the audit program,
which is conducted by the internal auditors to protect against improper and
unsound practices and to furnish adequate protection of all of our assets and
records. It also reviews proposals from the independent certified public
accountants and makes recommendations to the full Board of Directors.
9
<PAGE> 12
Compensation Committee. The Compensation Committee annually reviews and
recommends to the Board of Directors salary grade ranges and merit increase
guidelines for our employees and the employees of our subsidiaries. In addition,
the committee recommends to the Board of Directors the annual budget request for
all salaries and overtime and specifically recommends to the Board of Directors
all executive officers' salaries. It also reviews recommendations from
management regarding major benefit plans and recommends to the Board of
Directors annually the formula for matching contributions to the First Charter
Retirement Savings Plan as well as the formula for funding and payments under
the Corporation's Executive Incentive Bonus Plan. The Compensation Committee
also grants options under and administers our Comprehensive Stock Option Plan,
the 1999 Employee Stock Purchase Plan and the Stock Option Plan for Non-Employee
Directors. In order to comply with certain restrictions under Rule 16b-3, the
Compensation Committee generally will be composed solely of directors who
qualify as "non-employee directors," as that term is defined under Section 16 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Asset-Liability Management Committee. The Asset-Liability Management
Committee monitors our financial condition and makes adjustments in policies
affecting lending, pricing of services, investment securities and liability
positions with a view to current and anticipated interest rates and other
economic conditions.
NOMINATIONS FOR DIRECTOR
Our Bylaws set forth the procedures for you to follow in order to
nominate persons for election to the Board of Directors. Generally, you may
properly bring a nomination before the annual meeting of shareholders in a given
year if you provide written notice to the Corporation's Secretary at least 50
days, but not more than 75 days, prior to the anniversary date of the prior
year's shareholder meeting. This notice must include certain biographical
information relating to the person nominated. You must also inform us of the
number of shares of Common Stock you beneficially own. The Executive Committee
may (in its discretion) consider the nomination for the Board of Directors'
slate of nominees for that year. The Bylaws provide a different time frame for
submitting nominations if the annual meeting is held more than 30 days before or
60 days after the anniversary date of the prior year's meeting. Finally, the
Bylaws set forth under what circumstances you may submit a nomination for
director before a special meeting of shareholders and the time within which the
nomination must be submitted. Unless nominations are presented in accordance
with these Bylaw provisions, they will be disregarded and invalid. You may
obtain a copy of the Bylaws, upon written request to First Charter Corporation,
Post Office Box 228, Concord, North Carolina, 28026-0228, Attention: Robert O.
Bratton, and upon payment of $25.00 to cover the costs of reproduction and
mailing.
10
<PAGE> 13
MANAGEMENT OWNERSHIP OF COMMON STOCK
The following table shows, as of December 31, 1998, the number of
shares of Common Stock and the percent of outstanding Common Stock beneficially
owned by (i) all current directors and nominees for director, (ii) each
executive officer of the Corporation named in the Summary Compensation Table
contained elsewhere herein and (iii) all directors, nominees for director and
executive officers as a group.
<TABLE>
<CAPTION>
Shares Beneficially Owned (1)
---------------------------------------
Name Number(2) Percent of Class
---- --------- ----------------
<S> <C> <C>
William R. Black 20,853 *
Ray W. Bradley, Jr. 69,768 *
Robert O. Bratton 87,646(3) *
Michael R. Coltrane 74,685(4) *
J. Roy Davis, Jr. 31,706 *
T. Carl Dedmon 154,842 *
Robert G. Fox 23,084 *
John J. Godbold, Jr. 86,486 *
Charles F. Harry III 69,265 *
Frank H. Hawfield, Jr. 17,063 *
J. Knox Hillman, Jr. 7,818 *
Lawrence M. Kimbrough 70,496(5) *
Joe M. Logan 72,986 *
John M. McCaskill 38,958 *
Edward B. McConnell 9,178 *
Jerry E. McGee 11,954 *
Hugh H. Morrison 38,447 *
Thomas R. Revels 2,098 *
Willie E. Royal 73,443 *
All directors and executive officers
of the Corporation as a group (19 persons)
960,776 5.21%
</TABLE>
- ---------------
*Less than 1%.
(1) Unless otherwise noted, the persons named in the table have sole
voting and investment power over shares included in the table.
(2) Includes shares represented by options that are currently exercisable
or exercisable within 60 days in the following amounts: Mr. Black 920;
Mr. Bradley 48,998; Mr. Bratton 15,066; Mr. Coltrane 920; Mr. Davis
920; Mr. Dedmon 21; Mr. Fox 16,280; Mr. Godbold 35,544; Mr. Harry 200;
Mr. Hawfield 920; Mr. Hillman 920; Mr. Kimbrough 15,776; Mr. Logan
48,998; Mr. McCaskill 48,998; Mr. McConnell 6,528; Dr. McGee 920; Mr.
Morrison 200; Mr. Revels 200; Mr. Royal 48,998.
(3) Includes 1,951 restricted shares granted under the Corporation's
Restricted Stock Award Program.
(4) Includes 8,647 shares owned by Mr. Coltrane's spouse as to which he
disclaims beneficial ownership.
(5) Includes 3,902 restricted shares granted under the Corporation's
Restricted Stock Award Program.
11
<PAGE> 14
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table shows the compensation of the
Chief Executive Officer and all of our other executive officers during 1998 (the
"named executive officers"), for the past three years.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
-------------------------------------- -------------------------
Other Restricted Securities
Annual Stock Underlying All Other
Name and Salary Bonus Compensation Award Options/SARs Compensation
Principal Position(s) Year ($) ($) ($) ($) (#) (2) ($)
- --------------------- ---- --------- ----------- ------------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lawrence M. Kimbrough 1998 $ 198,454 $ 50,000(3) $ 0 $99,989(1) 8,842 $19,374(4)
President and Chief 1997 156,546 120,900 0 0 3,900 19,110
Executive Officer 1996 155,000 91,760 0 0 7,056 17,820
Robert O. Bratton 1998 $ 138,818 $ 42,000(3) $ 0 $49,994(1) 0 $19,374(4)
Executive Vice 1997 116,182 67,275 0 0 2,400 17,396
President, Chief 1996 115,000 61,060 0 0 3,360 16,106
Operating Officer and
Chief Financial Officer
Robert G. Fox 1998 $ 125,000 $ 37,500(3) $ 0 $ 0 0 $19,374(4)
Executive Vice 1997 115,000 67,275 0 0 8,400 17,373
President 1996 105,000 46,620 0 0 4,200 14,892
Edward B. McConnell 1998 $ 125,000 $ 37,500(3) $ 0 $ 0 0 $19,374(4)
Executive Vice 1997 115,000 67,275 0 0 2,400 15,705
President (5) 1996 96,250 32,745 0 0 3,792 8,719
</TABLE>
- ------------------
(1) These amounts are the dollar values of restricted stock awards granted
each year. Each value is determined by multiplying the number of shares
in each award by the closing market price of common stock on the date
of grant. Holders of restricted stock receive the same cash dividends
as other stockholders owning common stock. The restrictions imposed on
the restricted shares will lapse with respect to one-fifth of the
shares on each of 12/31/98, 12/31/99, 12/31/00, 12/31/01 and 12/31/02.
In the event the participant's employment with the Corporation ends due
to the participant's death, disability or retirement with the consent
of the Corporation, or because the Corporation undergoes a change of
control, all restrictions will lapse and all restricted shares will be
released to the participant. As of December 31, 1998, the aggregate
number and market value of all restricted shares held by Messrs.
Kimbrough and Bratton were 3,902 ($67,310) and 1,951 ($33,655),
respectively.
(2) Share information has been adjusted as applicable for a 6-for-5 stock
split declared in the second quarter of 1997.
(3) Represents amounts paid pursuant to the Corporation's Executive
Incentive Bonus Plan. See "Report of Compensation Committee on
Executive Compensation" for a brief description of the Executive
Incentive Bonus Plan.
(4) Consists of (i) $16,224 contributed by the Corporation under the
Retirement Savings Plan and the Money Purchase Pension Plan (the
"Retirement Plans"), and (ii) $3,150 representing the dollar value of
the premium paid by the Corporation for term life insurance.
(5) Mr. McConnell first became an executive officer of the Corporation upon
his promotion to Executive Vice President in November 1996.
12
<PAGE> 15
STOCK OPTION PLANS
We have in effect the Comprehensive Stock Option Plan pursuant to which
the Compensation Committee may grant stock options to officers and other key
employees of the Corporation and its subsidiaries. In addition, we also have in
effect the 1998 Employee Stock Purchase Plan and the 1999 Employee Stock
Purchase Plan.
There were no option grants pursuant to the Comprehensive Stock Option
Plan during 1998 to the named executive officers.
The following table provides a summary of the stock option exercises
during 1998 by the named executive officers and the value of each executive's
unexercised stock options held at fiscal year end under the Comprehensive Stock
Option Plan.
AGGREGATED OPTION/SAR EXERCISES IN 1998
AND OPTION/SAR VALUES AT 12/31/98
<TABLE>
<CAPTION> Number of
Securities Underlying Value of Unexercised
Unexercised Options/SARs In-the-money Options/SARs (1)
Shares at 12/31/98 (1) at 12/31/98
Acquired on Value -------------------------------- -----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------- ------------ ----------- --------------- ---------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
L. M. Kimbrough 13,200 $206,985 15,776 5,484 $35,059 $ 0
R. O. Bratton 3,362 $ 51,850 14,366 3,384 $61,209 $ 0
R. G. Fox 0 $ 0 15,080 6,816 $50,093 $ 0
E. B. McConnell 0 $ 0 6,528 3,672 $10,476 $ 2,629
</TABLE>
- -------------------
(1) Determined based on the closing price of $17.25 of the Common Stock
as reported by the Nasdaq National Market as of December 31, 1998.
CHANGE IN CONTROL AND EMPLOYMENT AGREEMENTS
The Corporation has entered into Change in Control Agreements with
Messrs. Kimbrough, Bratton, Fox and McConnell. These agreements provide for
certain payments to such officers in the event their employment is terminated
following a "change in control" of the Corporation. For purposes of the
agreements, a "change in control" generally includes a merger or similar
transaction involving the Corporation in which the Corporation's shareholders
receive less than 50% of the voting stock of the surviving corporation, the sale
or transfer of substantially all the Corporation's assets, certain acquisitions
of more than 20% of the Common Stock by any person or group other than a person
or group who owned more than 5% of the Common Stock as of the date of the
agreements unless prior approval of the Board is received, certain instances in
which the composition of the Corporation's Board of Directors changes by more
than 50% during a two year period, or any other transaction that would
constitute a change in control required to be reported by the Corporation in a
proxy statement or the acquisition of control of the
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<PAGE> 16
Corporation under applicable federal banking laws. To be entitled for payments
upon such a change in control, (a) the officer's employment must be terminated
other than for cause, or (b) the officer must terminate his employment for good
reason, in either case within one year following the change in control. "Cause"
is defined generally as willful misconduct, use of narcotics or alcohol in a
manner that affects the officer's duties, conviction of a felony or serious
misdemeanor involving moral turpitude, embezzlement or theft or gross
inattention or dereliction of duty. "Good reason" generally means a material
reduction in the officer's duties or a change in title resulting in reduction of
the officer's duties, a material reduction in salary or bonus, or the relocation
of the officer to an area more than 30 miles from their primary employment
location immediately preceding a change in control. The respective agreements of
the named executive officers provide for continued payment of base salary and
average bonus amounts, as well as certain continued benefits provided to
employees generally, for a period of 24 months (35 months in the case of Mr.
Kimbrough) following an event which would entitle such officer to payments under
his agreement.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Recommendations regarding the compensation of our executive officers
generally are presented by the Compensation Committee to the entire Board of
Directors for approval. The Senior Management Personnel Committee comprised of
certain executive officers of the Corporation, prepares recommendations on
salary grade ranges and merit increase guidelines for review and approval by the
Compensation Committee as well as the annual budget request for salaries and
benefits. The Senior Management Personnel Committee approves salaries for all
personnel, with the exception of executive officers, within the parameters of
the annual salary administration program. The Chief Executive Officer ("CEO")
presents recommendations to the Compensation Committee for the annual salaries
of all executive officers other than the CEO. The Compensation Committee, in
turn, reviews and analyzes all information submitted to it. Thereafter the
Compensation Committee determines its recommendations to the Board of Directors
regarding compensation of all executive officers of the Corporation, including
recommendations regarding the compensation of the CEO. During 1998, the Board of
Directors approved all recommendations of the Compensation Committee.
Set forth below is a report of the Compensation Committee regarding
executive compensation for fiscal year 1998.
Executive Compensation Policies and Program. Our executive compensation
program is designed to
- Attract and retain qualified management;
- Enhance short-term financial gains; and
- Enhance long-term shareholder value.
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<PAGE> 17
The total compensation package for our executives includes cash and
equity-based compensation. Annual compensation may consist of a base salary, a
bonus, grants of stock options and grants of restricted stock. Our policy is
generally to provide base salary that might fall at or below the median base
salary paid to comparable executives, while focusing more on incentive
compensation that is linked to the performance of the Corporation. We strive,
however, to provide each executive officer with total annual cash compensation
(base salary and bonus) in an amount that would be paid on the open market for a
fully qualified officer of that position.
During 1997, the Corporation hired an independent consultant to review
the Corporation's annual compensation package for its executive officers. This
consultant generated a report (the "Report") that provided information for
fiscal years 1995-1997 regarding the annual compensation (including base
salaries and bonus), long-term compensation (including stock options) and total
compensation for each of the chief executive officer, chief financial officer,
chief operating officer and other most highly compensated persons employed by
certain other financial institutions. The Report also set forth the maximum,
minimum, average and median amounts of each such component of compensation. In
general, the Compensation Committee used the information provided in the Report,
adjusted for inflation, to maintain levels of total annual cash compensation for
1998 (salary and potential bonus amounts, each as discussed below) that fell at
or slightly below the medians as set forth in the Report.
The peer financial institutions considered by the consultant represent
the top twenty publicly-traded financial institutions, measured by reference to
return on average assets, with assets from $400 million to $1 billion. The
institutions included in the Report are not necessarily the same group of
institutions that comprise the Independent Bank Index in the Performance Graph
contained elsewhere in this Proxy Statement.
Base Salaries. Generally, the Compensation Committee determines the
level of base salary for the CEO and the Corporation's three other executive
officers and salary ranges for all other personnel, in each case based on
competitive norms derived from periodic reports of consultants, such as that
described above, as well as annual surveys published by several independent
banking institutes or private companies specializing in financial analysis of
financial institutions. The Compensation Committee also considers employment
agreements, if any, which entitle executives to certain salaries and other
benefits. Actual salary changes are based upon a written evaluation of each
individual's performance based on numerous criteria and the weighing of such
criteria using a previously established formula. In addition, with respect to
each executive, including the CEO, the Compensation Committee considers the
individual's performance, including that individual's total level of experience
in the banking industry, his record of performance and contribution to our
success relative to his job responsibilities and his overall service to us.
During 1998, the Compensation Committee used the information set forth in the
Report to maintain 1998 base salaries for our executive officers that were equal
to or below the median salaries reported in the surveys.
Bonuses. We also maintain the Executive Incentive Bonus Plan (the
"Bonus Plan") for executive officers, from which performance-oriented bonuses
may be paid to certain key executive officers in any given year. The
Compensation Committee annually determines the
15
<PAGE> 18
executive officers eligible to participate in the Bonus Plan. In general, those
executives that are considered to have major policy input with respect to the
Corporation, or who are in a position to generate a major impact on our
earnings, are selected to participate in the Bonus Plan. Actual bonuses paid
pursuant to the Bonus Plan are based on various return on assets ("ROA") levels
of the Corporation at fiscal year end. Ordinarily, no bonuses may be paid unless
we reach a minimum ROA, determined at the beginning of each year.
Pursuant to the Bonus Plan, the Compensation Committee annually
establishes a bonus pool amount for each participating executive, which is equal
to a given percentage of the base salary of that executive. The percentages are
determined based on the executive's relative responsibilities and ability to
impact the financial and operating performance of the Corporation. At year-end,
the Compensation Committee applies a multiple to the bonus pool amounts to
determine the actual amounts available to be awarded to participants. The
multiple used is based on a scale of various ROA amounts as determined by the
Compensation Committee at the beginning of a fiscal year. Of the amount eligible
to be paid to a participant, 50% is paid to the executive on a non-discretionary
basis. The remaining half of the eligible amount may be paid to the participant,
in the discretion of the Compensation Committee, based on the participant's
individual performance. When evaluating the performance of a participant, the
Compensation Committee considers the Corporation's actual operating performance
(such as reduced levels of past due loans, reduced levels of non-performing and
restructured loans, improvements in asset quality and corresponding reductions
in provision amounts, increased noninterest income and continued control of
corporate expenses) in relation to its targeted long range action plan and the
executive's ability to impact the various components of that plan. Other
criteria considered include the executive's initiative, contribution to overall
corporate performance and managerial ability.
We achieved an ROA of 1.47% with respect to 1998. This ROA was
marginally below the 1.50% minimum ROA established by the Compensation Committee
at the beginning of the year for bonus eligibility. The Compensation Committee
reviewed the efforts of the executive officers throughout the year, including
the increased responsibilities involved with preparing for the merger with HFNC
and subsequent assimilation of the businesses. The Compensation Committee also
noted that the impact of the HFNC merger on ROA of the Corporation could not
have been considered when the bonus-related ROA guidelines were established at
the beginning of the year. Based on this review, the Compensation Committee
decided to grant discretionary bonuses to the executive officers to reflect the
increased responsibilities and efforts of the individuals involved and the
successful consummation of the merger with HFNC. Given the ROA level achieved,
the amounts of those discretionary bonuses were significantly less than in prior
years.
Equity Based Compensation. The final component of an executives' core
annual compensation consists of stock options. This equity-based compensation is
designed to be a long-term incentive for executives to enhance shareholder
value. We maintain the Comprehensive Stock Option Plan (the "Stock Option Plan")
pursuant to which we may grant stock options (both statutory and nonstatutory)
to key employees. The Compensation Committee administers the Stock Option Plan
in its sole discretion, including the determination of the individuals to whom
16
<PAGE> 19
options will be granted, the terms on which those options are granted and the
number of shares subject to the options. In general, when determining the key
employees to whom options shall be granted, the Compensation Committee considers
an employees' relative job responsibilities and abilities to impact the
financial and operating performance of the Corporation.
When granting options, the Compensation Committee considers a formula
whereby the aggregate value of options granted is based on a multiple of base
salary. The multiples of base salaries, in turn, are determined based on the
relative positions of the executives with the Corporation. Through this process,
the Compensation Committee has made grants of stock options to executive
officers once per year since 1992. In 1998, no grants were made to executive
officers. Instead, the Compensation Committee deferred any decision regarding
stock option grants until 1999.
In addition to the Stock Option Plan, we maintain an employee stock
purchase program pursuant to which options are granted periodically to all
employees of the Corporation, including executive officers, at an exercise price
equal to 90% (85% for the 1999 Employee Stock Purchase Plan) of the fair market
value of the stock at the date of grant. The number of shares subject to options
granted to each employee, including executive officers, is determined
automatically based on base salary levels of all employees.
We also maintain the Restricted Stock Award Program (the "Restricted
Stock Program") administered by a committee comprised of the Compensation
Committee and the other non-employee members of the Board of Directors (the
"Restricted Stock Committee"). The Restricted Stock Committee administers the
Restricted Stock Program in its sole discretion, including the determination of
the individuals to whom restricted shares shall be awarded, the number of shares
to be awarded, the restrictions to be applicable to such restricted shares, and
all other terms of the awards, which need be the same for all recipients.
Other. In addition to the above forms of compensation, we also provide
group term life insurance for our employees, including executive officers.
Executive officers generally also participate in the Retirement Savings Plan,
pursuant to which (i) an eligible employee may elect to defer between 1% and 10%
of compensation, (ii) we contribute annually a portion of a discretionary
matching amount as determined by the Board of Directors from time to time,
allocated to participants' accounts in proportion to their elective deferrals up
to 6% for such year and (iii) we may contribute an additional discretionary
amount, as determined by the Board of Directors from time to time, to the
accounts of participants, based on the level of employee contributions,
allocated to participants' accounts in proportion to their base compensation for
the year. In addition, executive officers generally participate in the Money
Purchase Pension Plan, pursuant to which the Corporation contributes annually to
each participant's account 3% of the participant's base salary. Finally, certain
of our executives, including the CEO, are parties to change in control
agreements that provide for continued salary, bonus and benefits for a certain
period of time upon termination of employment following a change in control of
the Corporation, and certain executive officers may be a party to employment
and/or salary continuation agreements.
17
<PAGE> 20
COMPENSATION OF CHIEF EXECUTIVE OFFICER. The Board of Directors
determines the compensation of the CEO based upon recommendations of the
Compensation Committee. The CEO's base salary is determined by a review of
salaries of top executives of comparable financial institutions, using the
process previously described. In keeping with our general policy with respect to
base salary and bonus, the CEO's base salary is set at an amount which generally
is lower than the base salaries for comparable executives. The Compensation
Committee instead places more emphasis on available cash bonus, as a means of
directly linking the CEO's total annual compensation to the performance of the
Corporation. Total annual compensation for the CEO in 1998 was below the median
for comparable executives as set forth in the Report. In January, 1999, the CEO
was granted a discretionary bonus relating to 1998 performance. The bonus was
payable in the form of $50,000 in cash and a grant of stock options on 8,842
shares of the Corporation's common stock under the Corporation's Stock Option
Plan. In addition, in January, 1998, the Restricted Stock Committee made an
award of 3,902 shares of restricted stock to the CEO pursuant to the
Corporation's Restricted Stock Award Program. In determining the number of
shares subject to the award so granted, the Restricted Stock Committee
considered the CEO's responsibilities and potential contribution to the
performance of the Corporation relative to that of the other executives.
Submitted by the Compensation Committee of the Board of Directors:
Michael R. Coltrane J. Knox Hillman, Jr.
J. Roy Davis, Jr. Jerry E. McGee
Frank H. Hawfield, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
Michael R. Coltrane, a member of the Compensation Committee, served as
Executive Vice President of the Corporation and FCNB until 1988.
18
<PAGE> 21
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total
shareholder return on the Common Stock with the Independent Bank Index, a
published banking industry index, and the Standard & Poor's 500 Stock Index, a
broad equity market index, assuming in each case the investment of $100 on
December 31, 1993 and the reinvestment of dividends.
<TABLE>
<CAPTION>
PERIOD ENDING
--------------------------------------------------------------------------------
INDEX 12/31/1993 12/31/1994 12/31/1995 12/31/1996 12/31/1997 12/31/1998
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
First Charter Corporation 100.00 133.73 209.09 213.15 309.75 211.92
S&P 500 100.00 101.32 139.39 171.26 228.42 293.69
First Charter Peer Group 100.00 100.49 130.40 161.96 259.34 259.88
</TABLE>
FIRST CHARTER CORPORATION
Five-Year Performance Index
19
<PAGE> 22
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
FCNB and Home Federal have had, and expect to have in the future,
banking transactions in the ordinary course of business with directors, officers
and principal shareholders of the Corporation and its subsidiaries and their
associates. All loans and commitments included in these transactions were made
and are expected to be made on substantially the same terms, including interest
rate and collateral, as those prevailing at the time for comparable transactions
with other borrowers and did not and are not expected to involve more than the
normal risk of collectibility or present other unfavorable features.
RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have appointed KPMG, independent certified public accountants, as
our auditors for 1999. KPMG has acted in this capacity since 1983. We have been
advised by KPMG that neither the firm nor any of its members or associates has
any direct financial interest or material indirect financial interest in the
Corporation or our subsidiaries other than as its auditors. Although the
selection and appointment of the independent auditors is not required to be
submitted to a vote, we deem it advisable to obtain your ratification of this
appointment. We understand that a representative from KPMG will be present at
the shareholders' meeting, will have the opportunity to make a statement if he
or she desires to do so and will be available to respond to appropriate
questions. WE RECOMMEND A VOTE FOR RATIFICATION OF THE APPOINTMENT OF THIS FIRM
AS INDEPENDENT AUDITORS OF THE CORPORATION FOR 1999. If you do not ratify the
appointment of KPMG, we will consider a change in auditors for the next fiscal
year.
ANNUAL REPORT
Our 1998 Annual Report, including financial statements, accompanies
this Proxy Statement.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon our records, we believe that all Section 16 filing
requirements of our directors and officers have been complied with on a timely
basis for 1998 except that Mr. Dedmon filed a Form 4 showing a purchase of 2,000
shares 12 days late, Mr. McConnell filed a Form 4 showing a purchase of 1,650
shares 6 days late, Mr. Royal filed a Form 3 showing original holdings of 24,445
shares 8 days late and Mr. Kimbrough filed a Form 4 showing a purchase of 1,000
shares 9 days late.
SHAREHOLDER PROPOSALS
The deadline for submission of shareholder proposals pursuant to Rule
14a-8 under the Exchange Act for inclusion in our proxy statement for the 2000
annual meeting of shareholders is November 21, 1999. Additionally, we must
receive notice of any shareholder proposal to be submitted at the 2000 annual
meeting of shareholders (but not required to be included in our proxy statement)
by January 16, 2000, or such proposal will be considered untimely pursuant to
20
<PAGE> 23
Rules 14a-4 and 14a-5(e) under the Exchange Act and the persons named in the
proxies solicited by us may exercise discretionary voting authority with respect
to such proposal.
FORM 10-K
COPIES OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1998, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
EXCLUDING EXHIBITS, ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO FIRST
CHARTER CORPORATION, POST OFFICE BOX 228, CONCORD, NORTH CAROLINA 28026-0228,
ATTENTION: ROBERT O. BRATTON, CHIEF FINANCIAL OFFICER. COPIES OF EXHIBITS ARE
AVAILABLE UPON PAYMENT OF $25.00 TO COVER THE COSTS OF REPRODUCTION.
OTHER BUSINESS
We know of no other matter to come before the meeting. However, if any
other matter requiring a vote of the shareholders should arise, it is the
intention of the persons named in the enclosed proxy to vote such proxy in
accordance with their best judgment.
By Order of the Board of Directors,
James W. Townsend, Jr.
Secretary
DATED: March 22, 1999
21
<PAGE> 24
REVOCABLE PROXY
FIRST CHARTER CORPORATION
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 1999
The undersigned hereby appoints Robert O. Bratton, David E. Keul and
Ann C. Forrest, and each of them, with full power of substitution, proxies and
agents of the undersigned to vote at the annual meeting of shareholders of
First Charter Corporation (the "Corporation") to be held at The Charlotte
Hilton at University Place, Charlotte, North Carolina, on April 27, 1999 at
5:00 PM, and at any adjournment thereof, all shares of common stock of the
Corporation which the undersigned would be entitled to vote if personally
present for the following matters.
The Board of Directors recommends a vote FOR each of the following:
With- For All
For hold Except
1. ELECTION OF DIRECTORS for [ ] [ ] [ ]
terms expiring in 2002.
William R. Black, John J. Godbold, Jr., John M. McCaskill and
Frank H. Hawfield, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"For All Except" and write that (those) nominee's name(s) in the space provided
below.
_______________________________________________________________________________
For Against Abstain
2. TO RATIFY THE APPOINTMENT [ ] [ ] [ ]
OF KPMG LLP as the independent
public accountants to audit the books and affairs of the Corporation for
the calendar year 1999.
3. To transact such other business as properly may come before the meeting.
In their discretion, the proxies are authorized to vote upon such
other business as properly may come before the meeting.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is made, this
proxy will be voted FOR Proposals 1 and 2. The undersigned acknowledges receipt
of the Notice of Annual Meeting of Shareholders and the related Proxy Statement.
----------------------------------
Please be sure to sign and date Date
this Proxy in the box below.
- -------------------------------------------------------------------------------
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Shareholder sign above Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
FIRST CHARTER CORPORATION
- -------------------------------------------------------------------------------
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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