On November 27, 2012, the Boards of Directors of First Charter, MHC (the "Mutual Holding Company"), Charter Financial Corporation (the "Company"), and CharterBank (the "Bank") each unanimously adopted the Plan of Conversion and Reorganization of the Mutual Holding Company (the "Plan") pursuant to which the Mutual Holding Company will undertake a "second-step" conversion and cease to exist. The Bank will reorganize from a two-tier mutual holding company structure to a fully public stock holding company structure. The Mutual Holding Company currently owns approximately 62.85% of the shares of common stock of the Company.

On December 11, 2012, the Plan was amended to increase the overall ownership limitation of public stockholders from 5% to 9.9% of the total shares outstanding following the completion of the Conversion and Offering. The Amended and Restated Plan is filed as Exhibit 2.1 to this Form 8-K, which is incorporated herein by reference in its entirety.

On December 14, 2012, the Company announced that Charter Financial Corporation, a Maryland corporation and the proposed new holding company for the Bank, filed a registration statement with the Securities and Exchange Commission in connection with the previously announced mutual-to-stock conversion of the Mutual Holding Company.

The Company announced the filing of the registration statement in a press release dated December 14, 2012. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

(d)Exhibits

Exhibit No. Description

2.1         Amended and Restated Plan of Conversion and
            Reorganization of First Charter, MHC (Incorporated
            by reference to Exhibit 2.1 to the Registration
            Statement on Form S-1, filed by Charter Financial
            Corporation with the Securities and Exchange
            Commission on December 14, 2012 (File No.
            333-185482).

99.1        Press Release dated December 14, 2012