FIRST CHARTER CORPORATION

FIRST CHARTER CORPORATION

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Company Overview
First Charter Corporation is a publicly quoted bank holding company whose subsidiaries are engaged in commercial banking operations and the provision of trust services, investment banking services, and insurance services. The company was founded in 1888 and was listed on the NASDAQ National Market under the ticker symbol FCTR. The registered business address of the company is located in Charlotte, North Carolina.
Through its subsidiaries, the company is involved in the provision of banking and financial services through a network of approximately 60 financial centers, four insurance offices, and 137 Automated Teller Machines (ATMs) in North Carolina and Georgia, as well as loan origination offices in Asheville, North Carolina and Reston, Virginia.
First Charter is the parent company of First Charter Bank, which provides a broad range of financial services, including banking, financial planning, wealth management, investments, insurance, and mortgages.
Business Summary
Bank Holding & Holding Company
Description and history
The company is a bank holding company established as a North Carolina corporation in 1983 and is registered under the Bank Holding Company Act of 1956. Its principal asset is the stock of its banking subsidiary, First Charter Bank (the Bank ). The principal executive offices of the Corporation and the Bank are located at 10200 David Taylor Drive, Charlotte, North Carolina 28262.

BUSINESS

First Charter Bank, a North Carolina state bank, is the successor entity to The Concord National Bank, which was established in 1888. On November 1, 2006, the Corporation completed its acquisition of GBC Bancorp, Inc., parent of Gwinnett Banking Company ( Gwinnett Bank ), its banking subsidiary, headquartered in Lawrenceville, Georgia. As a result of the Merger, Gwinnett Bank became a subsidiary of the Corporation. Effective March 1, 2007, Gwinnett Bank was merged with and into First Charter Bank. Gwinnett Bank operated two financial centers located in Lawrenceville, Georgia and Alpharetta, Georgia.

On December 31, 2006, the Bank and Gwinnett Bank, both full service banks, collectively operated 59 financial centers and four insurance offices, as well as 139 ATMs in North Carolina and Georgia and operated loan origination offices in Asheville, North Carolina and Reston, Virginia.

The Corporation’s primary market area is located within North Carolina and is centered primarily around the Charlotte Metro region, including Mecklenburg County and its surrounding counties. Charlotte is the twenty-first largest city in the United States and has a diverse economic base. Primary business sectors in the Charlotte Metro region include banking and finance, insurance, manufacturing, health care, transportation, retail, telecommunications, government services and education. The Corporation entered the Raleigh, North Carolina market in 2005 by opening a loan production office in the first quarter of 2005 and a financial center in the fourth quarter of 2005. Raleigh has an economic base similar to that found in Charlotte. The Corporation believes that it is not dependent on any one or a few types of commerce due to the diverse economic base of the Charlotte Metro region and the Raleigh market. Since the North Carolina economy has historically relied on the manufacturing and transportation sectors, it has been significantly impacted by global competition and rising energy prices. As a result, the North Carolina economy is transitioning to a more service-oriented economy. Recently, the education, healthcare, information technology, finance and business services industries have shown the most growth.

Through its financial centers, the Bank provides a wide range of banking products, including interest-bearing and noninterest-bearing checking accounts, money market accounts, certificates of deposit, individual retirement accounts, full service and discount brokerage services including annuity sales, overdraft protection, financial planning services, personal and corporate trust services, safe deposit boxes, and online banking. The Bank also provides commercial, consumer, real estate, residential mortgage and home equity loans.

In December of 2004, the Corporation, through a subsidiary of the Bank, acquired Smith & Associates Insurance Services, Inc. This acquisition was recorded using the purchase accounting method. The purchase price delivered at closing consisted of 27,726 shares of Common Stock valued at $750,000.

In July and October of 2003, the Corporation, through a subsidiary of the Bank, acquired Piedmont Insurance Agency, Inc. and Robertson Insurance Agency, Inc., respectively. These acquisitions were recorded using the purchase accounting method.

In July of 2003, the Corporation, through a subsidiary of the Bank, purchased a third party benefits administrator in a stock transaction. This acquisition was accounted for as a purchase. The purchase price delivered at closing consisted of Common Stock valued at $1.32 million, and the agreement contemplated additional Common Stock payments based on the post-closing performance of the business.

On August 15, 2007, First Charter and Fifth Third Bancorp entered into an Agreement and Plan of Merger, as amended by the Amended and Restated Agreement and Plan of Merger, dated September 14, 2007, (“Merger Agreement”) by and among First Charter, Fifth Third, and Fifth Third Financial Corporation. Under the terms of the Merger Agreement, First Charter will be merged with and into Fifth Third Financial. The Merger Agreement has been approved by the Board of Directors of First Charter, Fifth Third and Fifth Third Financial. On January 18, 2008, First Charter shareholders approved the Merger Agreement. The Merger Agreement is subject to customary closing conditions, including regulatory approval. First Charter is planning for closing in the second quarter of 2008, although no assurance can be given in this regard.

ACQUIRED

The company restated Agreement and Plan of Merger dated as of September 14, 2007 among First Charter, Fifth Third and Fifth Third Financial Corporation (“Fifth Third Financial”), a wholly-owned subsidiary of Fifth Third, which provided for the merger of First Charter with and into Fifth Third Financial. The merger was consummated on June 6, 2008.

Business Line
A publicly quoted bank holding company whose subsidiaries are engaged in commercial banking operations and the provision of trust services, investment banking services, and insurance services
Subsidiary

Advisor
NA
IPO date
9/8/1992
US SIC Code
6712
Company Address
David Taylor Dr, 10200

City province or state postal code
28262, CHARLOTTE, NC
Phone: 1 (704) 688 43 00
Fax: 1 (704) 688 44 13
Country address: UNITED STATES OF AMERICA
Website url: www.firstcharter.com