AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT

     THIS CHANGE IN CONTROL AGREEMENT is made and entered into as of the 2nd day of November, 2007 by and between FIRST CHARTER CORPORATION (the “Company”), a North Carolina corporation, and Sheila A. Stoke (“Employee”), an individual residing in Charlotte, North Carolina .

Background Statement

     First Charter Bank (the “Bank”) is a wholly owned subsidiary of the Company. Employee is a valued employee of the Bank. In order to induce Employee to continue employment with the Bank and to enhance Employee’s job security, the Company desires to provide compensation to Employee in the event Employee’s employment is terminated following a change in control of the Company, as hereinafter provided.

     The Company and Employee entered a Change in Control Agreement, dated February 1, 2007 , (the “Original Agreement”) whereby the Company promised to pay Employee certain amounts and to provide Employee with certain benefits in the event of the termination of Employee’s employment under specified conditions following a Change in Control, as such term was defined in the Original Agreement.

     The Company and Employee desire to amend and restate the Original Agreement in order to bring the document into compliance with section 409A of the Internal Revenue Code (the “Code”) and the regulations and other guidance issued thereunder.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein, the compensation the Company agrees to pay to Employee, Employee’s continued employment with the Bank, and of other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee agree as follows:

     1.  Termination following a Change in Control . If a Change in Control (as defined in Section 1(iii) hereof) occurs and if, within one year following the Change in Control, the employment of Employee is terminated (x) by the Company or the Bank other than for Cause or (y) by Employee for Good Reason, Employee’s Compensation shall continue to be paid, subject to applicable withholdings, by the Company for a period of 12 months following such termination of employment. The Compensation described in the immediately preceding sentence, if and when such Compensation becomes payable, shall be payable in single, lump sum payment equal to the present value of the Compensation payments described above, such payment to be made within 30 days of termination of Employee’s employment, subject to section 409A of the Code and Section 6(v)(D) hereof.

     Such payment shall be made only following termination of the Employee’s employment under circumstances entitling such Employee to Compensation hereunder. Such payment shall be subject to applicable withholdings. The calculation of the amount due shall be made by the independent accounting firm then performing the Company’s independent audit, and such calculation, including but not limited to the discount factor used to determine present value, shall be conclusive.

     For purposes of this Agreement, the following terms shall have the meanings indicated:

(i)

Cause. Termination by the Company or the Bank for “Cause” shall mean (A) termination on account of willful misconduct of a material nature by the

			Employee in connection with performance of his duties as an employee; (B) use of alcohol or narcotics that affects his ability to perform his duties as an employee; (C) conviction of a felony or serious misdemeanor involving moral turpitude; (D) embezzlement or theft from the Company or the Bank; (E) gross inattention to or dereliction of duty; or (F) performance by the Employee of any other willful acts which Employee knew or reasonably should have known would be materially detrimental to the Company or the Bank.
	(ii)		Good Reason . Termination by the Employee for “Good Reason” shall mean (A) a material reduction in Employee’s position, duties, responsibilities or status as in effect immediately preceding the Change in Control, or a change in Employee’s title resulting in a material reduction in his responsibilities or position with the Company or the Bank as in effect immediately preceding the Change in Control, in either case without Employee’s consent; (B) a material reduction in the rate of Employee’s base salary as in effect immediately preceding the Change in Control or a material decrease in the bonus percentage to which Employee was entitled pursuant to any of the Company’s incentive bonus plans at the end of the fiscal year immediately preceding the Change in Control, in either case without Employee’s consent; provided , however , that nothing herein shall be construed to guarantee the Employee’s bonus award if performance, either by the Company or Employee, is below target as set forth in any of the Company’s such incentive bonus plans; or (C) the relocation of Employee, without his consent, to a location outside a 30 mile radius of Charlotte, North Carolina , following a Change in Control.
	(iii)		Change in Control. For purposes of this Agreement, “Change in Control” shall mean (A) the consummation of a merger, consolidation, share exchange or similar transaction of the Company with any other corporation as a result of which the holders of the voting capital stock of the Company as a group would receive less than 50% of the voting capital stock of the surviving or resulting corporation; (B) the sale or transfer (other than as security for obligations of the Company) of substantially all the assets of the Company; (C) in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company’s voting capital stock by any person within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a person, or group including a person, who beneficially owned, as of the date of this Agreement, more than 5% of the Company’s securities; (D) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company’s shareholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; or (E) any other change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act or the acquisition of control, within the meaning of Section 2(a)(2) of