First Charter Corp /Nc/ Sample Contracts

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EXHIBIT 10.37
Supplemental Agreement • March 15th, 2002 • First Charter Corp /Nc/ • National commercial banks • North Carolina
dated as of June 1, 2006 among
Voting Agreement • June 12th, 2006 • First Charter Corp /Nc/ • National commercial banks • North Carolina
COMMON STOCK
Underwriting Agreement • March 25th, 1999 • First Charter Corp /Nc/ • National commercial banks • Georgia
GUARANTEE AGREEMENT
Guarantee Agreement • June 30th, 2005 • First Charter Corp /Nc/ • National commercial banks • New York

This GUARANTEE AGREEMENT (this "Guarantee"), dated as of June 28, 2005, is executed and delivered by First Charter Corporation, a North Carolina corporation (the "Guarantor"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of First Charter Capital Trust I, a Delaware statutory trust (the "Issuer").

EXHIBIT 10.5
Employment Agreement • March 15th, 2002 • First Charter Corp /Nc/ • National commercial banks
EXHIBIT 10.30 CABARRUS BANK OF NORTH CAROLINA DEFERRED COMPENSATION AGREEMENT WITH RONALD D. SMITH
Plan and Agreement • March 23rd, 2001 • First Charter Corp /Nc/ • National commercial banks • North Carolina
CONFORMED COPY AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 18th, 1997 • First Charter Corp /Nc/ • National commercial banks • North Carolina
EXHIBIT 10.4
Employment Agreement • March 15th, 2002 • First Charter Corp /Nc/ • National commercial banks
EXHIBIT 10.32
Separation and Consulting Agreement • March 23rd, 2001 • First Charter Corp /Nc/ • National commercial banks • North Carolina
BETWEEN
Agreement and Plan of Merger • September 22nd, 1995 • First Charter Corp /Nc/ • State commercial banks • North Carolina
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 8th, 2007 • First Charter Corp /Nc/ • National commercial banks • North Carolina

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.

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 9th, 2006 • First Charter Corp /Nc/ • National commercial banks • North Carolina

THIS CHANGE IN CONTROL AGREEMENT is made and entered into as of the 25th day of October, 2006 by and between FIRST CHARTER CORPORATION (the “Company”), a North Carolina corporation, and Jeffrey Scott Ensor (“Employee”), an individual residing in Charlotte, North Carolina.

CHANGE-IN-CONTROL AGREEMENT
Change-in-Control Agreement • April 15th, 2005 • First Charter Corp /Nc/ • National commercial banks • North Carolina

THIS CHANGE-IN-CONTROL AGREEMENT is made and entered into as of the 13th day of April, 2005 by and between FIRST CHARTER CORPORATION (the "Company"), a North Carolina corporation, and Cecil O. Smith, Jr.("Employee"), an individual residing in Charlotte, North Carolina.

Form of Award Agreement For Incentive Stock Options Granted Under the First Charter Corporation 2000 Omnibus Stock Option and Award Plan [ Date ]
First Charter Corp /Nc/ • March 11th, 2005 • National commercial banks

Because you are a valued [employee/officer], First Charter Corporation (the “Corporation”) has awarded you Incentive Stock Options (the “Options”) to purchase shares of the Common Stock of the Corporation (the “Common Stock”) on the terms set forth in this Award Agreement (the “Award Agreement”) and in the First Charter Corporation 2000 Omnibus Stock Option and Award Plan (the “Plan”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2007 • First Charter Corp /Nc/ • National commercial banks

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of the 2nd day of November, 2007 by and between First Charter Corporation (“First Charter”), a North Carolina corporation with its principal place of business in Charlotte, North Carolina, and Robert E. James (“Executive”), an individual residing in Mecklenburg County, North Carolina. (the Executive and First Charter may be referred to hereinafter as the “Parties”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among FIRST CHARTER CORPORATION, FIFTH THIRD BANCORP and FIFTH THIRD FINANCIAL CORPORATION DATED AS OF SEPTEMBER 14, 2007
Agreement and Plan of Merger • September 20th, 2007 • First Charter Corp /Nc/ • National commercial banks • North Carolina

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is dated as of September 14, 2007 (this “Agreement”), by and among FIRST CHARTER CORPORATION, a North Carolina corporation (“First Charter”), and FIFTH THIRD BANCORP, an Ohio corporation (“Fifth Third”) and FIFTH THIRD FINANCIAL CORPORATION, an Ohio corporation and wholly owned subsidiary of Fifth Third (“Fifth Third Financial”).

EXHIBIT 99.1
Stockholder Protection Rights Agreement • July 21st, 2000 • First Charter Corp /Nc/ • National commercial banks • North Carolina
FORM OF FIRST CHARTER CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT Pursuant to FIRST CHARTER CORPORATION COMPREHENSIVE STOCK OPTION PLAN
Nonqualified Stock Option Agreement • March 11th, 2005 • First Charter Corp /Nc/ • National commercial banks • North Carolina

THIS AGREEMENT, made and entered into as of the day of , , by and between First Charter Corporation, a North Carolina corporation (the “Corporation”) and , an employee of the Corporation or of a subsidiary of the Corporation (the “Optionee”).

FIRST CHARTER CORPORATION 2000 OMNIBUS STOCK OPTION AND AWARD PLAN Performance Shares Award Agreement
Performance Shares Award Agreement • March 2nd, 2006 • First Charter Corp /Nc/ • National commercial banks • North Carolina

This Performance Shares Award Agreement (the "Agreement") is dated as of __________________, 20__ and is entered into between First Charter Corporation, a North Carolina corporation (the "Corporation"), and _____________________________ (the "Participant").

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 31st, 2007 • First Charter Corp /Nc/ • National commercial banks • North Carolina

THIS CHANGE IN CONTROL AGREEMENT is made and entered into as of the 26th day of January, 2007 by and between FIRST CHARTER CORPORATION (the "Company"), a North Carolina corporation, and Sheila Stoke ("Employee"), an individual residing in Charlotte, North Carolina.

TRANSITION AGREEMENT AND RELEASE
Transition Agreement and Release • April 27th, 2005 • First Charter Corp /Nc/ • National commercial banks • North Carolina

THIS TRANSITION AGREEMENT AND RELEASE (the “Agreement”) made and entered into by and between LAWRENCE M. KIMBROUGH (the “Executive”) and FIRST CHARTER CORPORATION, a North Carolina corporation (“First Charter”) (collectively defined and referred to as the “Parties”);

EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2005 • First Charter Corp /Nc/ • National commercial banks

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of the 13th day of April, 2005 by and betweenFirst Charter Corporation ("First Charter"), a North Carolina corporation with its principal place of business in Charlotte, North Carolina, and Charles A. Caswell ("Executive"), an individual residing in Mecklenburg County, North Carolina (collectively defined and referred to as the "Parties").

FORM OF FIRST CHARTER CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 11th, 2005 • First Charter Corp /Nc/ • National commercial banks

This Agreement is entered into this _________day of _________, _________, by and between First Charter Corporation (the “Corporation”), a corporation organized and existing under the laws of the State of North Carolina and having its principal place of business in Cabarrus County, North Carolina, and , a citizen and resident of County, [ State ] (the “Participant”).

FIRST AMENDMENT TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • August 20th, 2007 • First Charter Corp /Nc/ • National commercial banks • North Carolina

THIS FIRST AMENDMENT TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENT (this “Amendment”), dated as of August 15, 2007, to the Stockholder Protection Rights Agreement, dated as of July 19, 2000 (the “Rights Agreement”), is between First Charter Corporation, a North Carolina corporation (the “Company”), and Registrar and Transfer Company, as rights agent (the “Rights Agent”). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement.

TRANSITION AGREEMENT AND RELEASE
Transition Agreement and Release • October 3rd, 2006 • First Charter Corp /Nc/ • National commercial banks • North Carolina

THIS TRANSITION AGREEMENT AND RELEASE (the "Agreement") made and entered into by and between RICHARD A. MANLEY (the "Executive") and FIRST CHARTER CORPORATION, a North Carolina corporation ("First Charter") (collectively defined and referred to as the "Parties");

UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. STATE OF NORTH CAROLINA OFFICE OF THE NORTH CAROLINA COMMISSIONER OF BANKS RALEIGH, NORTH CAROLINA
First Charter Corp /Nc/ • October 3rd, 2003 • National commercial banks

WHEREAS, after being advised of deficiencies identified by the Federal Reserve Bank of Richmond (the “Reserve Bank”) and the North Carolina Commissioner of Banks (the “Commissioner”), the First Charter Bank, Charlotte, North Carolina (the “Bank”), a North Carolina state chartered bank that is a member of the Federal Reserve System, is taking appropriate actions to enhance and improve its programs and procedures for complying with the Currency and Foreign Transactions Reporting Act (31 U.S.C. 5311 et seq.) (the Bank Secrecy Act (the “BSA”)) and the rules and regulations issued thereunder by the U.S. Department of the Treasury (31 C.F.R. Part 103), and with the anti-money laundering (“AML”) provisions of Regulation H (12 C.F.R. 208.62 and 208.63) of the Board of Governors of the Federal Reserve System (the “Board of Governors”);

TRANSITION AGREEMENT AND RELEASE
Transition Agreement and Release • May 17th, 2007 • First Charter Corp /Nc/ • National commercial banks • North Carolina

THIS TRANSITION AGREEMENT AND RELEASE (the "Agreement") made and entered into by and between CHARLES A. CASWELL (the "Executive") and FIRST CHARTER CORPORATION, a North Carolina corporation ("First Charter") (collectively defined and referred to as the "Parties");

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