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EXHIBIT 10.24

                           CHARTER ONE FINANCIAL, INC.
           2004 SENIOR EXECUTIVE STOCK UNIT DEFERRED COMPENSATION PLAN

                           EFFECTIVE FEBRUARY 1, 2004

                                     PURPOSE

         The purpose of the Plan is to maximize the returns to stockholders of
the Company, to promote the long-term profitability and success of the Company,
and to help build loyalty to the Company by providing stock based retention
benefits to the senior executive officers of the Company who are primarily
responsible for such profitability and success. The Plan is part and parcel of
the 2004 Senior Executive Retention Plan of the Company. The 2004 Senior
Executive Retention Plan permits senior executives of the Company to either
participate in the Plan or in the Company's 2004 Senior Executive Cash Deferred
Compensation Plan and also includes an enhanced supplemental retirement to the
senior executive officers of the Company as provided in Amendment 3 to their
respective Supplemental Retirement Agreements dated February 1, 2004.

                                    ARTICLE I
                                   DEFINITIONS

         For purposes of the Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

         "Account Balance" means, with respect to a Participant, his Stock Unit
         Account Balance or Change in Control Cash Account Balance, whichever is
         applicable.

         "Applicable Measurement Period" means the period of time since the last
         day investment credit had been previously allocated on the
         Participant's Change in Control Cash Account Balance under Section 4.2.

         "Beneficiary" means one or more persons, estates or other entities,
         designated in accordance with Article 7, that are entitled to receive a
         Participant's Vested Account Balance under the Plan upon the death of
         such Participant.

         "Beneficiary Designation Form" means the form established from time to
         time by the Committee that a Participant completes, signs and returns
         to the Company or the Committee to designate one or more Beneficiaries.

         "Board" means the board of directors of the Company.

         "Change in Control" has the meaning set forth in the Participant's
         Employment Agreement.

         "Change in Control Cash Account Balance" means, with respect to a
         Participant, a credit on the records of the Company, and the rights of
         a Participant in the assets of the Trust, if any,
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         equal to (i) the Initial Change in Control Cash Balance plus (ii)
         amounts credited pursuant to Section 4.2, less (iii) all Tax
         Distributions from the Change in Control Cash Account Balance.

         "Claimant" has the meaning set forth in Section 11.1.


         "Code" means the Internal Revenue Code 1986, as it may be amended from
         time to time.


         "Committee" means the Compensation Committee of the Board.

         "Company" means Charter One Financial, Inc., its successors and
         assigns.

         "Deferred Compensation Contribution Amount" means the dollar amount set
         forth in the Participant's Plan Agreement which will be utilized in
         determining the number of the Participant's Initial Stock Units.

         "Disability" means the Participant is "permanently disabled" as such
         term is defined in his Employment Agreement.

         "Discharged without Cause" means a termination of employment by action
         of the Company and/or its affiliates (not by action of a Participant)
         other than a Termination for Cause or Termination for Disability.

         "Dividend Equivalents" means the Stock Units earned and credited to a
         Participant's Stock Unit Account Balance as of any Dividend Payment
         Date which shall be equal to (i) the number of Stock Units credited to
         a Participant's Stock Unit Account Balance as of the record date for
         such dividend multiplied by the value of the per share cash amount of
         the dividend (or as determined by the Committee in the case of
         dividends paid other than in cash) divided by (ii) the Fair Market
         Value of a Share as of the Dividend Payment Date, with any fractional
         Stock Unit resulting therefrom being rounded to the nearest whole Stock
         Unit.

         "Dividend Payment Date" means any date after the Effective Date on
         which the Company pays any dividend on outstanding Shares.

         "Eligible Employee" means each of Charles J. Koch, Richard W. Neu, John
         D. Koch, Mark D. Gross and Robert J. Vana.

         "Effective Date" means February 1, 2004

         "Employment Agreement" means the Amended and Restated Employment
         Agreement between each Participant and the Company dated as of March
         10, 2000 (but effective August 1, 1999), as the same may be amended
         from time to time prior to a Change in Control.

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         "Fair Market Value" means the average of the high and low quoted sales
         price on the date in question (or, if there is no reported sale on such
         date, on the last preceding date on which any reported sale occurred)
         of a Share on the Composite Tape for New York Stock Exchange-Listed
         Stocks, or, if on such date the Shares are not quoted on the Composite
         Tape, on the New York Stock Exchange, or if the Shares are not listed
         or admitted to trading on such Exchange, on the principal United States
         securities exchange registered under the Securities Exchange Act of
         1934 on which the Shares are listed or admitted to trading, or, if the
         Shares are not listed or admitted to trading on any such exchange, the
         mean between the closing high bid and low asked quotations with respect
         to a Share on such date on the Nasdaq Stock Market, or any similar
         system then in use, or, if no such quotations are available, the fair
         market value on such date of a Share as the Committee shall determine.

         "Initial Change in Control Cash Balance" means, with respect to a
         Participant, the unsecured obligation of the Company that is intended
         to represent a cash amount based upon the conversion of his Stock Unit
         Account Balance to cash as of the consummation of a Change in Control
         (not the stockholder approval date) pursuant to the Participant's
         election under Section 4.1, in cancellation of his Stock Unit Account
         Balance, equal to the number of Stock Units allocated to his Stock Unit
         Account Balance immediately prior to the consummation of the Change in
         Control multiplied by the Fair Market Value of a Share as of the
         trading day next preceding the consummation of the Change in Control.

         "Initial Stock Units" means, with respect to a Participant, the number
         of Stock Units allocated to a Participant's Stock Unit Account Balance
         on the Effective Date which will be determined by dividing the Fair
         Market Value of a Share as of the trading day next preceding the
         Effective Date into the Deferred Compensation Contribution Amount of
         such Participant, with any fractional Stock Unit being rounded to the
         nearest whole Stock Unit.

         "Non-Compete Agreement" means the provisions in a Participant's Plan
         Agreement that relate to non-competition, non-solicitation and
         non-disclosure.

         "Non-Compete Payment" means the non-compete payment to be made to a
         Participant, if applicable, in accordance with the terms of the
         Participant's Plan Agreement.

         "Opt-Out Notice" has the meaning set forth in a Participant's Plan
         Agreement.

         "Participant" means each Eligible Employee who (a) has executed a
         written election to participate in the Plan prior to the Effective
         Date, (b) has complied with the enrollment requirements under Section
         2.2 prior to the Effective Date and (c) is employed by the Company on
         the Effective Date. A spouse or former spouse of a Participant shall
         not be treated as a Participant in the Plan or have an Account Balance
         under the Plan, even if she has an interest in the Participant's
         Account Balance under the Plan as a result of applicable law or
         property settlements resulting from legal separation or divorce.

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         "Plan" means this 2004 Senior Executive Stock Unit Deferred
         Compensation Plan, as the same may be amended from time to time.

         "Plan Agreement" shall mean a written agreement, as the same may be
         amended from time to time, which is entered into by and between the
         Company and a Participant. Each Plan Agreement executed by a
         Participant and the Company shall provide for the Deferred Compensation
         Contribution Amount allocated to the Participant and such other terms
         that are not contained in the Plan. The terms of any Plan Agreement may
         be different for any Participant, and any Plan Agreement may provide
         different rights to a Participant than those provided to other
         Participants under their Plan Agreements.

         "Regular Distribution Date" means the date on which the Vested Account
         Balance of a Participant is distributed in full to the Participant or
         his designated Beneficiary pursuant to Section 6.2, 6.3, 6.4 or 6.5,
         whichever is applicable.

         "Restriction Period" means the period commencing on the Effective Date
         and ending on December 31, 2008.

         "Shares" means the shares of common stock of the Company.

         "Stock Unit Account Balance" means, with respect to a Participant, a
         credit on the records of the Company equal to (i) the Initial Stock
         Units plus (ii) Stock Units credited as Dividend Equivalents, less
         (iii) the number of Shares deemed distributed as Tax Distributions from
         the Stock Unit Account Balance. The Stock Unit Account Balance shall be
         a bookkeeping entry only and shall be utilized solely as a device for
         the measurement and determination of (a) the number of Shares to be
         paid to a Participant, or his designated Beneficiary, pursuant to the
         Plan, if applicable, or (b) the amount of the Initial Change in Control
         Cash Balance, if applicable.

         "Stock Units" means an unsecured obligation of the Company that is
         intended to represent the economic equivalent of one Share and is the
         units in which a "Stock Unit Account Balance" is denominated.

         "Tax Distribution" means on any Tax Distribution Date the amount of
         federal, state, local, employment, unemployment, FICA, medicare or
         other taxes (but excluding the employer's portion of any such taxes)
         funded and withheld by the Company or any of its affiliates on behalf
         of a Participant or his designated Beneficiary based upon the
         Participant's benefits or Vested Account Balance under the Plan or any
         distribution thereof.

         "Tax Distribution Date" means any date that the Company or any of its
         affiliates funds and withholds a Tax Distribution on behalf of a
         Participant or his designated Beneficiary.

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         "Termination for Cause" means a Termination for Cause (as defined in
         the Participant's Employment Agreement) or a termination of employment
         by action of the Company after the Participant is permanently
         prohibited from participation in the conduct of the affairs of the
         Company or any of its affiliates by a governmental or regulatory
         authority.

         "Termination for Disability" means a termination of employment by
         action of the Company and/or its affiliates or the Participant due to
         the permanent disability of the Participant as provided in the
         Participant's Employment Agreement.

         "Termination for Good Reason" means a termination of employment by
         action of a Participant due to a material diminution of or interference
         with his duties, responsibilities or benefits and which constitutes an
         Involuntary Termination (as defined in the Participant's Employment
         Agreement) by action of the Participant.

         "Termination of Service" means the cessation of employment with the
         Company and its affiliates, voluntarily or involuntarily, for any
         reason.

         "Trust" means one or more grantor trusts established pursuant to a
         trust agreement between the Company and the trustee named therein
         relating to the Change in Control Cash Account Balances of
         Participants, as the same may be amended from time to time.

         "Vested Account Balance" means (i) in the case of a Participant who is
         continuously employed by the Company or any of its affiliates through
         December 31, 2008, 100% of his Account Balance; (ii) in the case of a
         Participant who is Discharged without Cause prior to January 1, 2009,
         100% of his Account Balance; (iii) in the case of a Participant's
         Termination for Good Reason (other than Charles J. Koch, if he is a
         Participant in the Plan) prior to January 1, 2009 but after Charles J.
         Koch ceases to be the Chief Executive Officer of the Company for any
         reason other than death, 100% of his Account Balance; (iv) in the case
         of a Termination for Good Reason by Charles J. Koch (if he is a
         Participant in the Plan) prior to January 1, 2009, 100% of his Account
         Balance; (v) in the case of a Participant who dies prior to January 1,
         2009 while continuously employed by the Company or any of its
         affiliates, 1/59 of his Account Balance for each full calendar month of
         his employment commencing February 1, 2004; (vi) in the case of a
         Participant's Termination for Disability prior to January 1, 2009, 1/59
         of his Account Balance for each full calendar month of his employment
         commencing February 1, 2004; (vii) in the case of a Participant's
         Termination for Good Reason (other than Charles J. Koch, if he is a
         Participant in the Plan) prior to January 1, 2009 but after Charles J.
         Koch ceases to be the Chief Executive Officer of the Company due to
         death, 1/59 of his Account Balance for each full calendar month of his
         employment commencing February 1, 2004; or (viii) in the case of a
         Participant's Termination for Good Reason (other than Charles J. Koch,
         if he is a Participant in the Plan) while Charles J. Koch is the Chief
         Executive Officer of the Company, a Participant's Termination for Cause
         or a Participant's Voluntary Termination, in any such case prior to
         January 1, 2009, 0% of his Account Balance.

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         "Voluntary Termination" means any termination of employment by action
         of a Participant that does not constitute a Termination for Disability,
         Termination for Good Reason, or termination due to death.

                                    ARTICLE 2
                           ELIGIBILITY AND ENROLLMENT

2.1      PARTICIPATION. Participation in the Plan shall be limited to the
         Eligible Employees, each of whom is a senior executive officer of the
         Company.

2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, each Eligible
         Employee shall complete, execute, date, and return to the Company or
         the Committee his Plan Agreement and a Beneficiary Designation Form.

                                    ARTICLE 3
            INITIAL STOCK UNITS, DIVIDEND EQUIVALENTS AND ADJUSTMENTS

3.1      INITIAL STOCK UNITS. On the Effective Date, the Company shall allocate
         to each Participant's Account Balance the Initial Stock Units of such
         Participant based upon his Deferred Compensation Contribution Amount as
         set forth in the Participant's Plan Agreement.

3.2      DIVIDEND EQUIVALENTS. On each Dividend Payment Date, the Stock Unit
         Account Balance of each Participant shall be credited with Dividend
         Equivalents.

3.3      ADJUSTMENTS. Each Stock Unit Account Balance and the Stock Units
         allocated thereto shall be subject to adjustment based upon any change
         in the number of outstanding Shares by reason of any stock split, stock
         dividend, recapitalization, merger, consolidation, reorganization,
         consolidation or exchange of equity securities or other distribution
         (other than cash dividends) of Company assets to stockholders or any
         other similar change or corporate transaction or event that affects
         outstanding Shares, with such adjustment being equitably determined by
         the Committee.

                                    ARTICLE 4
   CONVERSION TO INITIAL CHANGE IN CONTROL CASH BALANCE AND INVESTMENT CREDITS

4.1      PROCEDURE FOR CONVERSION. Within 30 days prior to the consummation of a
         Change in Control, the Participant may make a written election to
         convert his Stock Unit Account Balance to the Initial Change in Control
         Cash Balance as of the consummation of the Change in Control. Such
         written election must be received by the Committee within such 30 day
         period. If such written election is timely made, then upon consummation
         of the Change in Control, the Stock Unit Account Balance of the
         electing Participant shall terminate and his benefits under the Plan
         shall then consist solely of his Change in Control Cash Account
         Balance.

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4.2      INVESTMENT CREDITS. Each Participant's Change in Control Cash Account
         Balance shall be credited with an investment credit through the close
         of business on each of (i) December 31st of each year, (ii) the date of
         the Participant's Termination of Service prior to the expiration of the
         Restriction Period (other than (x) a Discharge without Cause (y) a
         Termination for Good Reason after Charles J. Koch ceases to be the
         Chief Executive Officer of the Company for any reason other than death,
         or (z) in the case of Charles J. Koch, if he is a Participant in the
         Plan, a Termination for Good Reason), and (iii) the day next preceding
         the Participant's Regular Distribution Date. The investment credit
         shall be determined by multiplying the average yield on the 10 year
         constant maturity U.S. Treasury Securities, as published in the Federal
         Reserve Statistical Release, determined by taking the average yield for
         the last active trading day of each calendar month during the
         Applicable Measurement Period times the average daily balance in the
         Participant's Change in Control Cash Account Balance for such
         Applicable Measurement Period, with the yield being applied on a
         pro-rata basis for any Applicable Measurement Period that is less than
         one year. In the event the security or the publication becomes
         unavailable, the Committee shall have the discretion to select a
         comparable reference for determining the investment credit.

                                    ARTICLE 5
                                   FORFEITURE

5.1      TERMINATION OF SERVICE. On the day next following a Participant's
         Termination of Service during the Restriction Period, the unvested
         portion of his Account Balance shall be eliminated from his Account
         Balance, thereby reducing his Account Balance to the vested portion
         thereof as of the close of business on the day of the Participant's
         Termination of Service. Accordingly, from and after such Termination of
         Service, the Account Balance of such Participant shall consist solely
         of his Vested Account Balance (inclusive of Dividend Equivalents
         thereafter earned thereon and/or investment credits thereafter earned
         thereon under Section 4.2).

5.2      NON-COMPETITION AGREEMENT VIOLATION. If it is determined by a
         nonappealable judgment of a court of competent jurisdiction, or a
         written acknowledgment by a Participant, that a Participant has
         violated any of the provisions of his Non-Competition Agreement during
         (i) the period commencing on the Effective Date and ending on the date
         of his Termination of Service (if such Termination of Service occurs
         after the expiration of the Restriction Period) or (ii) the period
         commencing on the Effective Date and ending one year after his
         Termination of Service (if such Termination of Service occurs prior to
         the expiration of the Restriction Period), then in any such event, the
         Participant's Vested Account Balance shall be completely forfeited and
         all of his rights under the Plan shall cease and terminate. Nothing
         herein shall relieve the Participant from his obligation to comply with
         the terms of his Non-Compete Agreement, to the extent applicable.
         Notwithstanding the foregoing, the provisions of this Section 5.2 shall
         not apply to a Participant whose Termination of Service is due to
         death.

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5.3      PARTICIPANT OPT-OUT. If a Participant is Discharged without Cause
         during the Restriction Period at a time when Charles J. Koch is the
         Chief Executive Officer of the Company and prior to a Change in
         Control, and such Participant timely delivers an Opt-Out Notice to the
         Committee in accordance with his Plan Agreement, then his Vested
         Account Balance shall be completely forfeited and all his rights under
         the Plan shall cease and terminate.

                                    ARTICLE 6
                                  DISTRIBUTIONS

6.1      TAX DISTRIBUTIONS. On each Tax Distribution Date, the Company shall
         fund the Tax Distribution of a Participant or his designated
         Beneficiary (but only if the Company is required to do so) and the
         amount of such Tax Distribution shall either (i) constitute a deemed
         cash distribution from the Participant's Change in Control Cash Account
         Balance or (ii) constitute a deemed distribution of Shares from the
         Participant's Stock Unit Account Balance determined by dividing the
         Fair Market Value of a Share on such Tax Distribution Date into the Tax
         Distribution. In the event a Tax Distribution Date arises prior to a
         Participant's Regular Distribution Date, the amount of the
         Participant's Tax Distribution shall be equal to (a) the amount of
         withholding tax applicable to the phantom compensation deemed received
         by the Participant for tax purposes (determined without taking into
         account the Tax Distribution) plus (b) the amount of withholding tax
         applicable to the Tax Distribution constituting a distribution of
         compensation from the Plan, as determined by the Committee in its sole
         discretion. Each Participant does hereby authorize the Company and its
         affiliates to fund and withhold Tax Distributions in amounts determined
         by the Company, its affiliates or the Committee, and to reduce the
         Account Balance of the Participant by the amount of the Tax
         Distributions as provided above. It is the intention of this Section
         6.1 that a Tax Distribution will be made from the Participant's Account
         Balance as withholding taxes on behalf of the Participant in an amount
         estimated to equal the Participant's tax obligations relating to
         compensation recognized by the Participant at such time for income or
         employment tax purposes.

6.2      TERMINATION OF SERVICE DUE TO DEATH PRIOR TO EXPIRATION OF RESTRICTION
         PERIOD. If a Participant shall die while employed by the Company or any
         of its affiliates prior to the expiration of the Restriction Period,
         then the Company shall distribute the Vested Account Balance of such
         Participant to his designated Beneficiary within 90 days after the
         death of the Participant or as soon as practicable thereafter.

6.3      TERMINATION OF SERVICE DURING THE RESTRICTION PERIOD OTHER THAN DUE TO
         DEATH OR DISABILITY. If a Participant experiences a Termination of
         Service prior to the expiration of the Restriction Period other than
         due to death or a Termination for Disability, then, subject to the
         provisions of Section 5.2 and 5.3, the Company shall distribute the
         Vested Account Balance of the Participant, if any, to the Participant
         within 30 days after the later of (i) the expiration of one year
         following the Participant's Termination of Service or (ii) the
         expiration of the Restriction Period. Notwithstanding the foregoing, in
         the event that the Company has asserted a claim against the Participant
         under Section 5.2 as of the date

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         distribution is to be made to the Participant of his Vested Account
         Balance under this Section 6.3, then payment of the Participant's
         Vested Account Balance shall be deferred until a final adjudication of
         the matter, and, if such adjudication is in favor of the Company, no
         distribution will be made and the Vested Account Balance of the
         Participant shall be forfeited.

6.4      TERMINATION FOR DISABILITY DURING THE RESTRICTION PERIOD. If a
         Participant experiences a Termination for Disability prior to the
         expiration of the Restriction Period, then, subject to the provisions
         of Section 5.2, the Company shall distribute the Vested Account Balance
         of the Participant to the Participant within 30 days after the
         expiration of one year following the Participant's Termination for
         Disability. Notwithstanding the foregoing, in the event that the
         Company has asserted a claim against the Participant under Section 5.2
         as of the date distribution is to be made to the Participant of his
         Vested Account Balance under this Section 6.4, then payment of the
         Participant's Vested Account Balance shall be deferred until a final
         adjudication of the matter, and, if such adjudication is in favor of
         the Company, no distribution will be made and the Vested Account
         Balance of the Participant shall be forfeited.

6.5      TERMINATION OF SERVICE AFTER THE RESTRICTION PERIOD. Upon a Termination
         of Service of the Participant after the expiration of the Restriction
         Period, then, subject to the provisions of Section 5.2, the Company
         shall distribute the Vested Account Balance of the Participant to the
         Participant within 30 days after his Termination of Service.
         Notwithstanding the foregoing, in the event the Company has asserted a
         claim against the Participant under Section 5.2 (which shall not apply
         if such Termination of Service is due to death) as of the date
         distribution is to be made to the Participant of his Vested Account
         Balance under this Section 6.5, then payment of the Participant's
         Vested Account Balance shall be deferred until a final adjudication of
         the matter, and, if such adjudication is in favor of the Company no
         distribution shall be made and the Vested Account Balance of the
         Participant shall be forfeited.

6.6      FORM OF DISTRIBUTION. Any distribution made pursuant to Section 6.2,
         6.3, 6.4 or 6.5 shall be in a single lump sum payment. If the Vested
         Account Balance of the Participant is a Change in Control Cash Account
         Balance, then the distribution shall be made solely in cash. If the
         Vested Account Balance of the Participant is a Stock Unit Account
         Balance, then the distribution shall be made solely in Shares.

                                    ARTICLE 7
                             BENEFICIARY DESIGNATION

7.1      BENEFICIARY. Each Participant shall have the right, at any time, to
         designate his Beneficiary(ies) (both primary as well as contingent) to
         receive his Vested Account Balance under the Plan upon his death. The
         Beneficiary(ies) designated under the Plan may be the same as or
         different from the Beneficiary(ies) designated under any other plan of
         the Company or its affiliates in which the Participant participates. If
         a Participant's primary

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         Beneficiary(ies) shall die prior to disbursement of the Participant's
         Vested Account Balance, the Vested Account Balance shall be distributed
         to the Participant's contingent or secondary Beneficiary(ies) in the
         same manner distribution would have been made to his primary
         Beneficiary(ies).

7.2      BENEFICIARY DESIGNATION AND CHANGE. A Participant shall designate his
         Beneficiary(ies) by completing and signing the Beneficiary Designation
         Form and returning it to the Company or the Committee. A Participant
         shall have the right to change his Beneficiary(ies) by completing,
         signing and otherwise complying with the terms of the Beneficiary
         Designation Form and the Committee's rules and procedures, as in effect
         from time to time. Upon the acceptance by the Company or the Committee
         of a new Beneficiary Designation Form, all Beneficiary designations
         previously filed shall be canceled. The Committee shall be entitled to
         rely on the last Beneficiary Designation Form filed by the Participant
         and accepted by the Company or the Committee prior to his death.

7.3      ACKNOWLEDGMENT. No designation or change in designation of a
         Beneficiary shall be effective until received and acknowledged in
         writing by the Company or the Committee.

7.4      NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
         Beneficiary as provided in Sections 7.1, 7.2 and 7.3 above or if all
         designated Beneficiaries predecease the Participant or die prior to the
         distribution of the Participant's Vested Account Balance, then the
         Participant's designated Beneficiary shall be deemed to be his
         surviving spouse. If the Participant has no surviving spouse, the
         Participant's Vested Account Balance shall be payable to the
         Participant's estate.

7.5      DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the
         proper Beneficiary to a Participant's Vested Account Balance pursuant
         to the Plan, the Committee shall have the right, exercisable in its
         discretion, to cause the Company to withhold such payments until the
         matter is resolved to the Committee's satisfaction.

7.6      DISCHARGE OF OBLIGATIONS. The payment of a Participant's Vested Account
         Balance under the Plan to a Beneficiary shall fully and completely
         discharge the Company, the Committee, and the trustee under the Trust
         from all further obligations under the Plan and the Trust with respect
         to the Participant and his Beneficiaries.

                                    ARTICLE 8
                     TERMINATION, AMENDMENT OR MODIFICATION

8.1      TERMINATION. The Plan shall terminate upon the payment or forfeiture of
         all Vested Account Balances. Upon termination of the Plan, the Company,
         the Committee and the trustee under the Trust shall have no further
         obligations to Participants or their Beneficiaries under the Plan or
         the Trust. Any termination of the Plan shall not alter the obligations
         of a Participant, or the entitlement of a Participant to his
         Non-Compete Payment, under his Non-Compete Agreement, to the extent
         applicable.

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8.2      AMENDMENT. No amendments shall be made to the Plan by the Company
         without the prior written consent of all Participants who have Account
         Balances.

8.3      EFFECT OF PAYMENT. The full payment of a Participant's Vested Account
         Balance under Section 6.2, 6.3, 6.4 or 6.5 shall completely discharge
         all obligations of the Company and the trustee under the Trust to the
         Participant and his designated Beneficiaries under the Plan. The
         obligation of the Company to pay the Non-Compete Payment to a
         Participant is a separate and independent obligation of the Company
         under a Participant's Plan Agreement and such obligation shall be
         controlled by the terms of a Participant's Plan Agreement.

                                    ARTICLE 9
                                 ADMINISTRATION

9.1      COMMITTEE DUTIES. The Plan shall be administered by the Committee. The
         Committee shall also have the discretion and authority to (i) make,
         amend, interpret, and enforce all appropriate rules and regulations for
         the administration of the Plan and (ii) decide or resolve any and all
         questions including interpretations of the Plan, as may arise in
         connection with the Plan. When making a determination or calculation,
         the Committee shall be entitled to rely on information furnished by a
         Participant or the Company.

9.2      AGENTS. In the administration of the Plan, the Committee may, from time
         to time, employ agents and delegate to them such administrative duties
         as it sees fit (including acting through a duly appointed
         representative) and may from time to time consult with counsel who may
         be counsel to the Company.

9.3      BINDING EFFECT OF DECISIONS. The decision or action of the Committee
         with respect to any question arising out of or in connection with the
         administration, interpretation and application of the Plan and the
         rules and regulations promulgated hereunder shall be final and
         conclusive and binding upon all persons having any interest in the
         Plan.

9.4      INDEMNITY OF COMMITTEE. The Company shall indemnify and hold harmless
         the members of the Committee, the trustee of the Trust; and any person
         to whom the duties of the Committee may be delegated, against any and
         all claims, losses, damages, expenses or liabilities arising from any
         action or failure to act with respect to the Plan, except in the case
         of willful misconduct by the Committee, the trustee of the Trust, or
         any such other person.

9.5      INFORMATION. To enable the Committee to perform its functions, the
         Company shall supply full and timely information to the Committee as
         the Committee may reasonably request.

                                       11
<PAGE>

                                   ARTICLE 10
                          OTHER BENEFITS AND AGREEMENTS

The benefits provided for a Participant or a Participant's Beneficiary under the
Plan are in addition to any other benefits available to such Participant under
any other plan or program sponsored by the Company or its affiliates. The Plan
shall supplement and shall not supersede, modify or amend any other such plan or
program.

                                   ARTICLE 11
                                CLAIMS PROCEDURES

11.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to payments distributable to such Claimant
         from the Plan. If such a claim relates to the contents of a notice
         received by the Claimant, the claim must be made within 60 days after
         such notice was received by the Claimant. All other claims must be made
         within 180 days of the date on which the event that caused the claim to
         arise occurred. The claim must state with particularity the
         determination desired by the Claimant.

11.2     NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
         claim within a reasonable time, and shall notify the Claimant in
         writing:

         (i)      that the Claimant's requested determination has been made, and
                  that the claim has been allowed in full; or

         (ii)     that the Committee has reached a conclusion contrary, in whole
                  or in part, to the Claimant's requested determination, and
                  such notice must set forth in a manner calculated to be
                  understood by the Claimant:

                  (a)      the specific reason(s) for the denial of the claim,
                           or any part of it;

                  (b)      specific reference(s) to pertinent provisions of the
                           Plan or the Participant's Plan Agreement upon which
                           such denial was based;

                  (c)      a description of any additional material or
                           information necessary for the Claimant to perfect the
                           claim, and an explanation of why such material or
                           information is necessary; and

                  (d)      an explanation of the claim review procedure set
                           forth in Section 11.3 below.

                                       12
<PAGE>

11.3     REVIEW OF A DENIED CLAIM. With 60 days after receiving a notice from
         the Committee that a claim has been denied, in whole or in part, a
         Claimant (or the Claimant's duly authorized representative) may file
         with the Committee a written request for a review of the denial of the
         claim. Thereafter, but not later than 30 days after the review
         procedure began, the Claimant (or the Claimant's duly authorized
         representative):

         (i)      may review pertinent documents;

         (ii)     may submit written comments or other documents; and/or

         (iii)    may request a hearing, which the Committee, in its sole
                  discretion, may grant.

11.4     DECISION ON REVIEW. The Committee shall render its decision on review
         promptly, and not later than 60 days after the filing of a written
         request for review of the denial, unless a hearing is held or other
         special circumstances require additional time, in which case the
         Committee's decision must be rendered within 120 days after such date.
         Such decision must be written in a manner calculated to be understood
         by the Claimant, and it must contain:

         (i)      specific reasons for the decision;

         (ii)     specific reference(s) to the pertinent provisions of the Plan
                  or the Participant's Plan Agreement provisions upon which the
                  decision was based; and

         (iii)    such other matters as the Committee deems relevant.

11.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 11 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         the Plan.

                                   ARTICLE 12
                                      TRUST

12.1     ESTABLISHMENT OF THE TRUST AND TRANSFER OF INITIAL CHANGE IN CONTROL
         CASH BALANCES. Prior to a Change in Control the Company shall establish
         the Trust upon such terms as the Committee deems appropriate. Within 30
         days after a Change in Control the Company shall transfer to the Trust
         cash in an amount equal to the Initial Change in Control Cash Balance
         of each Participant.

12.2     INVESTMENT CREDITS. Investment credits shall be credited in cash to the
         Change in Control Cash Account Balance of each Participant as provided
         in Section 4.2. To the extent that the actual earnings of a
         Participant's Change in Control Cash Account Balance, based upon
         investments of the Trust, exceed the amount of the investment credit to
         be allocated to a Participant's Change in Control Cash Account Balance,
         the excess shall be distributed by the

                                       13
<PAGE>

         Trust to the Company. To the extent that such actual earnings are less
         than the investment credit to be allocated to a Participant's Change in
         Control Cash Account Balance, the shortfall shall be promptly
         contributed in cash to the Trust by the Company.

12.3     INVESTMENT OF TRUST ASSETS. The trustee of the Trust shall be
         authorized, upon written instructions received from the Committee, to
         invest and reinvest the Change in Control Cash Account Balances in
         eligible investments designated from time to time by the Committee in
         accordance with the terms of the Trust; provided however, to be an
         eligible investment there shall be no risk of loss to principal.

12.4     DISTRIBUTIONS FROM THE TRUST. The Company's obligations under the Plan
         with respect to the Vested Account Balances may be satisfied with Trust
         assets distributed pursuant to the terms of the Plan and any such
         distribution shall reduce the Company's corresponding obligations under
         the Plan with respect to Vested Account Balances. In the event of a Tax
         Distribution from the Vested Account Balance of a Participant, then on
         the Tax Distribution Date the trustee of the Trust shall distribute a
         cash amount to the Company from such Participant's Vested Account
         Balance equal to the Tax Distribution. As soon as practicable after a
         Participant experiences a Termination of Service during the Restriction
         Period, the unvested portion of his Account Balance then held by the
         Trust shall be distributed by the trustee of the Trust to the Company
         in cash. In the event of a forfeiture of a Participant's Vested Account
         Balance pursuant to Section 5.2 or 5.3, the trustee of the Trust shall
         forthwith distribute the Vested Account Balance of the Participant to
         the Company in cash.

12.5     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
         and the Participant's Plan Agreement shall govern the rights of a
         Participant to receive distributions pursuant to the Plan. The
         provisions of the Trust shall govern the rights of the Company,
         Participants and the creditors of the Company to the assets of the
         Trust. The Company shall at all times remain liable to carry out its
         obligations under the Plan.

12.6     AMENDMENT OF TRUST. Except for amendments to the Trust to comply with
         applicable laws, no amendment or modification shall be made to the
         Trust without the prior written consent of all Participants who have
         Account Balances.

                                   ARTICLE 13
                                  MISCELLANEOUS

13.1     STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section 401(a) and that "is unfunded and is
         maintained by an employer primarily for the purpose of providing
         deferred compensation for a select group of management or highly
         compensated employees" within the meaning of ERISA Sections 201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

                                       14
<PAGE>

13.2     UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of the Company. For
         purposes of the payment of benefits under the Plan, any and all of the
         Company's assets shall be, and remain the general, unpledged and
         unrestricted assets of the Company. The Company's obligation under the
         Plan shall be merely of an unfunded and unsecured promise to pay money
         or distribute Shares in the future.

13.3     LIABILITY AND INDEPENDENCE. The Company's liability for the payment of
         benefits under the Plan shall be defined only by the Plan and a
         Participant's Plan Agreement. The Plan is separate and distinct from,
         and not a part of, any other employee benefit plan, program or
         arrangement of the Company or any of its affiliates.

13.4     NONASSIGNABILITY. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate, alienate or
         convey in advance of actual receipt, the amounts, if any, payable
         hereunder, or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the amounts payable shall, prior to actual payment, be subject to
         seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance of a Participant
         or any other person, be transferable by operation of law in the event
         of a Participant's or any other person's bankruptcy or insolvency or be
         transferable to a spouse as a result of a property settlement or
         otherwise.

13.5     NOT A CONTRACT OF SERVICE. The terms and conditions of the Plan and a
         Participant's Plan Agreement shall not be deemed to constitute a
         contract of employment or service between the Company and any of its
         affiliates, on the one hand, and a Participant, on the other hand.
         Nothing in the Plan or a Participant's Plan Agreement shall be deemed
         to give a Participant the right to be retained in the service of the
         Company or any of its affiliates or to interfere with the right of the
         Company or any of its affiliates to discipline or discharge the
         Participant at any time.

13.6     FURNISHING INFORMATION. A Participant or his Beneficiary will cooperate
         with the Committee by furnishing any and all information requested by
         the Committee and take such other actions as may be requested in order
         to facilitate the administration of the Plan and the payment of
         benefits hereunder.

13.7     TERMS. Whenever any words are used herein in the masculine, they shall
         be construed as though they were in the feminine in all cases where
         they would so apply; and whenever any words are used herein in the
         singular or in the plural, they shall be construed as though they were
         used in the plural or the singular, as the case may be, in all cases
         where they would so apply.

                                       15
<PAGE>

13.8     CAPTIONS. The captions of the articles, sections and paragraphs of the
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

13.9     GOVERNING LAW. Subject to ERISA, the provisions of the Plan and the
         Plan Agreements shall be construed and interpreted according to the
         internal laws of the State of Ohio without regard to its conflicts of
         laws and principles.

13.10    NOTICE. Any notice or filing required or permitted to be given to the
         Committee under the Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below.

                         Charter One Financial, Inc.
                         1215 Superior Avenue
                         Cleveland, Ohio  44114
                         Attention: Senior Vice-President of Administrative
                         Services

         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification. Any notice or filing
         required or permitted to be given to a Participant under the Plan shall
         be sufficient if in writing and hand-delivered, or sent by mail, to the
         last known address of the Participant.

13.11    SUCCESSORS. The provisions of the Plan shall bind and inure to the
         benefit of the Company and the Participants and their Beneficiaries.

13.12    INTEREST OF BENEFICIARY. The interest in the benefits hereunder of a
         designated Beneficiary of a Participant who has predeceased the
         Participant shall automatically pass to the Participant and shall not
         be transferable by such person in any manner, including, but not
         limited to, such person's will, nor shall such interest pass under the
         laws of intestate succession.

13.13    VALIDITY. In case any provision of the Plan shall be illegal or invalid
         for any reason, said illegality or invalidity shall not affect the
         remaining parts hereof, but the Plan shall be constructed and enforced
         as if such illegal or invalid provision had never been inserted herein.

13.14    INCOMPETENT. If the Committee determines in its discretion that a
         benefit under the Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetence, incapacity or
         guardianship, as it may deem appropriate prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant

                                       16
<PAGE>

         and the Participant's Beneficiary, as the case may be, and shall be a
         complete discharge of any liability under the Plan for such benefit.

13.15    COURT ORDER. The Committee is authorized to make any payments directed
         by court order in any action in which the Company, the Plan or the
         Committee has been named as a party.

13.16    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company is
         aware that upon the occurrence of a Change in Control, the Board and/or
         the Committee (which might then be composed of new members) might then
         cause or attempt to cause the Company to refuse to comply with its
         obligations under the Plan and might cause or attempt to cause the
         Company to institute, or may institute, litigation seeking to deny
         Participants the benefits intended under the Plan. In these
         circumstances, the purpose of the Plan could be frustrated.
         Accordingly, if, following a Change in Control, it should appear to any
         Participant that the Company has failed to comply with any of its
         obligations under the Plan or, if the Company or any other person takes
         any action to declare the Plan void or unenforceable or institutes any
         litigation or other legal action designed to deny, diminish or to
         recover from any Participant the benefits intended to be provided, then
         the Company irrevocably authorizes such Participant to retain counsel
         of his choice at the expense of the Company to represent such
         Participant in connection with the initiation or defense of any
         litigation or other legal action, whether by or against the Company, or
         any director, officer, stockholder or other person affiliated with the
         Company in any jurisdiction.

                                       17
<PAGE>

         The Company has signed the Plan as of January 1, 2004.

                                           CHARTER ONE FINANCIAL, INC.,

                                           By:    /s/ Richard W. Neu
                                                  ----------------------
                                           Name:  Richard W. Neu
                                                  ----------------------
                                           Title: EVP-CFO
                                                  ----------------------


                                       18
<PAGE>


                           CHARTER ONE FINANCIAL, INC.
              2004 SENIOR EXECUTIVE CASH DEFERRED COMPENSATION PLAN

                           EFFECTIVE FEBRUARY 1, 2004

                                     PURPOSE

         The purpose of the Plan is to maximize the returns to stockholders of
the Company, to promote the long-term profitability and success of the Company,
and to help build loyalty to the Company by providing cash retention benefits
to the senior executive officers of the Company who are primarily responsible
for such profitability and success. The Plan is part and parcel of the 2004
Senior Executive Retention Plan of the Company. The 2004 Senior Executive
Retention Plan permits senior executives of the Company to either participate in
the Plan or in the Company's 2004 Senior Executive Stock Unit Deferred
Compensation Plan (but not both) and also includes an enhanced supplemental
retirement to the senior executive officers of the Company as provided in
Amendment 3 to their respective Supplemental Retirement Agreements dated
February 1, 2004.

                                    ARTICLE I
                                   DEFINITIONS

         For purposes of the Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

         "Account Balance" means, with respect to a Participant, a credit on the
         records of the Company, and the rights of a Participant in the assets
         of the Trust, if any, equal to (i) the Deferred Compensation
         Contribution Amount plus (ii) amounts credited pursuant to Section 3.2,
         less (iii) all Tax Distributions from his Account Balance. Except for
         the rights of a Participant in the assets of the Trust, if any, the
         Account Balance of a Participant shall be a bookkeeping entry only and
         shall be utilized solely as a device for the measurement and
         determination of the cash amounts to be paid to a Participant, or his
         designated Beneficiary, pursuant to the Plan, if applicable.

         "Applicable Measurement Period" means the period of time since the last
         day investment credit had been previously allocated on the
         Participant's Account Balance under Section 3.2.

         "Beneficiary" means one or more persons, estates or other entities,
         designated in accordance with Article 6, that are entitled to receive a
         Participant's Vested Account Balance under the Plan upon the death of
         such Participant.

         "Beneficiary Designation Form" means the form established from time to
         time by the Committee that a Participant completes, signs and returns
         to the Company or the Committee to designate one or more Beneficiaries.

<PAGE>

         "Board" means the board of directors of the Company.

         "Change in Control" has the meaning set forth in the Participant's
         Employment Agreement.

         "Claimant" has the meaning set forth in Section 10.1.

         "Code" means the Internal Revenue Code 1986, as it may be amended from
         time to time.

         "Committee" means the Compensation Committee of the Board.

         "Company" means Charter One Financial, Inc., its successors and
         assigns.

         "Deferred Compensation Contribution Amount" means the unsecured
         obligation of the Company that is intended to represent the cash amount
         deemed contributed to the Plan as of the Effective Date on behalf of a
         Participant in the amount set forth in the Participant's Plan
         Agreement.

         "Disability" means the Participant is "permanently disabled" as such
         term is defined in his Employment Agreement.

         "Discharged without Cause" means a termination of employment by action
         of the Company and/or its affiliates (not by action of a Participant)
         other than a Termination for Cause or Termination for Disability.

         "Eligible Employee" means each of Charles J. Koch, Richard W. Neu, John
         D. Koch, Mark D. Gross and Robert J. Vana.

         "Effective Date" means February 1, 2004

         "Employment Agreement" means the Amended and Restated Employment
         Agreement between each Participant and the Company dated as of March
         10, 2000 (but effective August 1, 1999), as the same may be amended
         from time to time prior to a Change in Control.

         "Non-Compete Agreement" means the provisions in a Participant's Plan
         Agreement that relate to non-competition, non-solicitation and
         non-disclosure.

         "Non-Compete Payment" means the non-compete payment to be made to a
         Participant, if applicable, in accordance with the terms of the
         Participant's Plan Agreement.

         "Opt-Out Notice" has the meaning set forth in a Participant's Plan
         Agreement.

         "Participant" means each Eligible Employee who (a) has executed a
         written election to

                                       2
<PAGE>

         participate in the Plan prior to the Effective Date, (b) has complied
         with the enrollment requirements under Section 2.2 prior to the
         Effective Date and (c) is employed by the Company on the Effective
         Date. A spouse or former spouse of a Participant shall not be treated
         as a Participant in the Plan or have an Account Balance under the Plan,
         even if she has an interest in the Participant's Account Balance under
         the Plan as a result of applicable law or property settlements
         resulting from legal separation or divorce.

         "Plan" means this 2004 Senior Executive Cash Deferred Compensation
         Plan, as the same may be amended from time to time.

         "Plan Agreement" shall mean a written agreement, as the same may be
         amended from time to time, which is entered into by and between the
         Company and a Participant. Each Plan Agreement executed by a
         Participant and the Company shall provide for the Deferred Compensation
         Contribution Amount allocated to the Participant and such other terms
         that are not contained in the Plan. The terms of any Plan Agreement may
         be different for any Participant, and any Plan Agreement may provide
         different rights to a Participant than those provided to other
         Participants under their Plan Agreements.

         "Regular Distribution Date" means the date on which the Vested Account
         Balance of a Participant is distributed in full to the Participant or
         his designated Beneficiary pursuant to Section 5.2, 5.3, 5.4 or 5.5,
         whichever is applicable.

         "Restriction Period" means the period commencing on the Effective Date
         and ending on December 31, 2008.

         "Tax Distribution" means on any Tax Distribution Date the amount of
         federal, state, local, employment, unemployment, FICA, medicare or
         other taxes (but excluding the employer's portion of any such taxes)
         funded and withheld by the Company or any of its affiliates on behalf
         of a Participant or his designated Beneficiary based upon the
         Participant's benefits or Vested Account Balance under the Plan or any
         distribution thereof.

         "Tax Distribution Date" means any date that the Company or any of its
         affiliates funds and withholds a Tax Distribution on behalf of a
         Participant or his designated Beneficiary.

         "Termination for Cause" means a Termination for Cause (as defined in
         the Participant's Employment Agreement) or a termination of employment
         by action of the Company after the Participant is permanently
         prohibited from participation in the conduct of the affairs of the
         Company or any of its affiliates by a governmental or regulatory
         authority.

         "Termination for Disability" means a termination of employment by
         action of the Company and/or its affiliates or the Participant due to
         the permanent disability of the Participant as provided in the
         Participant's Employment Agreement.

                                       3
<PAGE>

         "Termination for Good Reason" means a termination of employment by
         action of a Participant due to a material diminution of or interference
         with his duties, responsibilities or benefits and which constitutes an
         Involuntary Termination (as defined in the Participant's Employment
         Agreement) by action of the Participant.

         "Termination of Service" means the cessation of employment with the
         Company and its affiliates, voluntarily or involuntarily, for any
         reason.

         "Trust" means one or more grantor trusts established pursuant to a
         trust agreement between the Company and the trustee named therein
         relating to the Account Balances of Participants, as the same may be
         amended from time to time.

         "Vested Account Balance" means (i) in the case of a Participant who is
         continuously employed by the Company or any of its affiliates through
         December 31, 2008, 100% of his Account Balance; (ii) in the case of a
         Participant who is Discharged without Cause prior to January 1, 2009,
         100% of his Account Balance; (iii) in the case of a Participant's
         Termination for Good Reason (other than Charles J. Koch, if he is a
         Participant in the Plan) prior to January 1, 2009 but after Charles J.
         Koch ceases to be the Chief Executive Officer of the Company for any
         reason other than death, 100% of his Account Balance; (iv) in the case
         of a Termination for Good Reason by Charles J. Koch (if he is a
         Participant in the Plan) prior to January 1, 2009, 100% of his Account
         Balance; (v) in the case of a Participant who dies prior to January 1,
         2009 while continuously employed by the Company or any of its
         affiliates, 1/59 of his Account Balance for each full calendar month of
         his employment commencing February 1, 2004; (vi) in the case of a
         Participant's Termination for Disability prior to January 1, 2009, 1/59
         of his Account Balance for each full calendar month of his employment
         commencing February 1, 2004; (vii) in the case of a Participant's
         Termination for Good Reason (other than Charles J. Koch, if he is a
         Participant in the Plan) prior to January 1, 2009 but after Charles J.
         Koch ceases to be the Chief Executive Officer of the Company due to
         death, 1/59 of his Account Balance for each full calendar month of his
         employment commencing February 1, 2004; or (viii) in the case of a
         Participant's Termination for Good Reason (other than Charles J. Koch,
         if he is a Participant in the Plan) while Charles J. Koch is the Chief
         Executive Officer of the Company, a Participant's Termination for Cause
         or a Participant's Voluntary Termination, in any such case prior to
         January 1, 2009, 0% of his Account Balance.

         "Voluntary Termination" means any termination of employment by action
         of a Participant that does not constitute a Termination for Disability,
         Termination for Good Reason, or termination due to death.

                                       4
<PAGE>

                                    ARTICLE 2
                           ELIGIBILITY AND ENROLLMENT

2.1      PARTICIPATION. Participation in the Plan shall be limited to the
         Eligible Employees, each of whom is a senior executive officer of the
         Company.

2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, each Eligible
         Employee shall complete, execute, date, and return to the Company or
         the Committee his Plan Agreement and a Beneficiary Designation Form.

                                    ARTICLE 3
        DEFERRED COMPENSATION CONTRIBUTION AMOUNT AND INVESTMENT CREDITS

3.1      DEFERRED COMPENSATION CONTRIBUTION AMOUNT. On the Effective Date, the
         Company shall allocate to each Participant's Account Balance an amount
         equal to the Deferred Compensation Contribution Amount of such
         Participant as set forth in the Participant's Plan Agreement.

3.2      INVESTMENT CREDITS. Each Participant's Account Balance shall be
         credited with an investment credit through the close of business on
         each of (i) December 31st of each year, (ii) the date of the
         Participant's Termination of Service prior to the expiration of the
         Restriction Period (other than (x) a Discharge without Cause, (y) a
         Termination for Good Reason after Charles J. Koch ceases to be the
         Chief Executive Officer of the Company for any reason other than death,
         or (z) in the case of Charles J. Koch, if he is a Participant in the
         Plan, a Termination for Good Reason), and (iii) the day next preceding
         the Participant's Regular Distribution Date. The investment credit
         shall be determined by multiplying the average yield on the 10 year
         constant maturity U.S. Treasury Securities, as published in the Federal
         Reserve Statistical Release, determined by taking the average yield for
         the last active trading day of each calendar month during the
         Applicable Measurement Period times the average daily balance in the
         Participant's Account Balance for such Applicable Measurement Period,
         with the yield being applied on a pro-rata basis for any Applicable
         Measurement Period that is less than one year.. In the event the
         security or the publication becomes unavailable, the Committee shall
         have the discretion to select a comparable reference for determining
         the investment credit.

                                    ARTICLE 4
                                   FORFEITURE

4.1      TERMINATION OF SERVICE. On the day next following a Participant's
         Termination of Service during the Restriction Period, the unvested
         portion of his Account Balance shall be eliminated from his Account
         Balance, thereby reducing his Account Balance to the vested portion
         thereof as of the close of business on the day of the Participant's
         Termination of Service. Accordingly, from and after such Termination of
         Service, the Account Balance of

                                       5
<PAGE>

         such Participant shall consist solely of his Vested Account Balance
         (inclusive of investment credits thereafter earned thereon under
         Section 3.2).

4.2      NON-COMPETITION AGREEMENT VIOLATION. If it is determined by a
         nonappealable judgment of a court of competent jurisdiction, or a
         written acknowledgment by a Participant, that a Participant has
         violated any of the provisions of his Non-Competition Agreement during
         (i) the period commencing on the Effective Date and ending on the date
         of his Termination of Service (if such Termination of Service occurs
         after the expiration of the Restriction Period) or (ii) the period
         commencing on the Effective Date and ending one year after his
         Termination of Service (if such Termination of Service occurs prior to
         the expiration of the Restriction Period), then in any such event, the
         Participant's Vested Account Balance shall be completely forfeited and
         all of his rights under the Plan shall cease and terminate. Nothing
         herein shall relieve the Participant from his obligation to comply with
         the terms of his Non-Compete Agreement, to the extent applicable.
         Notwithstanding the foregoing, the provisions of this Section 4.2 shall
         not apply to a Participant whose Termination of Service is due to
         death.

4.3      PARTICIPANT OPT-OUT. If a Participant is Discharged without Cause
         during the Restriction Period at a time when Charles J. Koch is the
         Chief Executive Officer of the Company and prior to a Change in
         Control, and such Participant timely delivers an Opt-Out Notice to the
         Committee in accordance with his Plan Agreement, then his Vested
         Account Balance shall be completely forfeited and all his rights under
         the Plan shall cease and terminate.

                                    ARTICLE 5
                                  DISTRIBUTIONS

5.1      TAX DISTRIBUTIONS. On each Tax Distribution Date, the Company shall
         fund the Tax Distribution of a Participant or his designated
         Beneficiary (but only if the Company is required to do so) and the
         amount of such Tax Distribution shall constitute a deemed cash
         distribution from the Participant's Account Balance. In the event a Tax
         Distribution Date arises prior to a Participant's Regular Distribution
         Date, the amount of the Participant's Tax Distribution shall be equal
         to (a) the amount of withholding tax applicable to the phantom
         compensation deemed received by the Participant for tax purposes
         (determined without taking into account the Tax Distribution) plus (b)
         the amount of withholding tax applicable to the Tax Distribution
         constituting a distribution of compensation from the Plan, as
         determined by the Committee in its sole discretion. Each Participant
         does hereby authorize the Company and its affiliates to fund and
         withhold Tax Distributions in amounts determined by the Company, its
         affiliates or the Committee, and to reduce the Account Balance of the
         Participant by the amount of the Tax Distributions as provided above.
         It is the intention of this Section 5.1 that a Tax Distribution will be
         made from the Participant's Account Balance as withholding taxes on
         behalf of the Participant in an amount estimated to equal the
         Participant's tax obligations relating to compensation recognized by
         the Participant at such time for income or employment tax purposes.

                                       6
<PAGE>

5.2      TERMINATION OF SERVICE DUE TO DEATH PRIOR TO EXPIRATION OF RESTRICTION
         PERIOD. If a Participant shall die while employed by the Company or any
         of its affiliates prior to the expiration of the Restriction Period,
         then the Company shall distribute the Vested Account Balance of such
         Participant to his designated Beneficiary within 90 days after the
         death of the Participant or as soon as practicable thereafter

5.3      TERMINATION OF SERVICE DURING THE RESTRICTION PERIOD OTHER THAN DUE TO
         DEATH OR DISABILITY. If a Participant experiences a Termination of
         Service prior to the expiration of the Restriction Period other than
         due to death or a Termination for Disability, then, subject to the
         provisions of Section 4.2 and 4.3, the Company shall distribute the
         Vested Account Balance of the Participant, if any, to the Participant
         within 30 days after the later of (i) the expiration of one year
         following the Participant's Termination of Service or (ii) the
         expiration of the Restriction Period. Notwithstanding the foregoing, in
         the event that the Company has asserted a claim against the Participant
         under Section 4.2 as of the date distribution is to be made to the
         Participant of his Vested Account Balance under this Section 5.3, then
         payment of the Participant's Vested Account Balance shall be deferred
         until a final adjudication of the matter, and, if such adjudication is
         in favor of the Company, no distribution will be made and the Vested
         Account Balance of the Participant shall be forfeited.

5.4      TERMINATION FOR DISABILITY DURING THE RESTRICTION PERIOD. If a
         Participant experiences a Termination for Disability prior to the
         expiration of the Restriction Period, then, subject to the provisions
         of Section 4.2, the Company shall distribute the Vested Account Balance
         of the Participant to the Participant within 30 days after the
         expiration of one year following the Participant's Termination for
         Disability. Notwithstanding the foregoing, in the event that the
         Company has asserted a claim against the Participant under Section 4.2
         as of the date distribution is to be made to the Participant of his
         Vested Account Balance under this Section 5.4, then payment of the
         Participant's Vested Account Balance shall be deferred until a final
         adjudication of the matter, and, if such adjudication is in favor of
         the Company, no distribution will be made and the Vested Account
         Balance of the Participant shall be forfeited.

5.5      TERMINATION OF SERVICE AFTER THE RESTRICTION PERIOD. Upon a Termination
         of Service of the Participant after the expiration of the Restriction
         Period, then, subject to the provisions of Section 4.2, the Company
         shall distribute the Vested Account Balance of the Participant to the
         Participant within 30 days after his Termination of Service.
         Notwithstanding the foregoing, in the event the Company has asserted a
         claim against the Participant under Section 4.2 (which shall not apply
         if such Termination of Service is due to death) as of the date
         distribution is to be made to the Participant of his Vested Account
         Balance under this Section 5.5, then payment of the Participant's
         Vested Account Balance shall be deferred until a final adjudication of
         the matter, and, if such adjudication is in favor of the Company no
         distribution shall be made and the Vested Account Balance of the
         Participant shall be forfeited.

                                       7
<PAGE>

5.6      FORM OF DISTRIBUTION. Any distribution made pursuant to Section 5.2,
         5.3, 5.4 or 5.5 shall be in a single lump sum cash payment.

                                    ARTICLE 6
                             BENEFICIARY DESIGNATION

6.1      BENEFICIARY. Each Participant shall have the right, at any time, to
         designate his Beneficiary(ies) (both primary as well as contingent) to
         receive his Vested Account Balance under the Plan upon his death. The
         Beneficiary(ies) designated under the Plan may be the same as or
         different from the Beneficiary(ies) designated under any other plan of
         the Company or its affiliates in which the Participant participates. If
         a Participant's primary Beneficiary(ies) shall die prior to
         disbursement of the Participant's Vested Account Balance, the Vested
         Account Balance shall be distributed to the Participant's contingent or
         secondary Beneficiary(ies) in the same manner distribution would have
         been made to his primary Beneficiary(ies).

6.2      BENEFICIARY DESIGNATION AND CHANGE. A Participant shall designate his
         Beneficiary(ies) by completing and signing the Beneficiary Designation
         Form and returning it to the Company or the Committee. A Participant
         shall have the right to change his Beneficiary(ies) by completing,
         signing and otherwise complying with the terms of the Beneficiary
         Designation Form and the Committee's rules and procedures, as in effect
         from time to time. Upon the acceptance by the Company or the Committee
         of a new Beneficiary Designation Form, all Beneficiary designations
         previously filed shall be canceled. The Committee shall be entitled to
         rely on the last Beneficiary Designation Form filed by the Participant
         and accepted by the Company or the Committee prior to his death.

6.3      ACKNOWLEDGMENT. No designation or change in designation of a
         Beneficiary shall be effective until received and acknowledged in
         writing by the Company or the Committee.

6.4      NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
         Beneficiary as provided in Sections 6.1, 6.2 and 6.3 above or if all
         designated Beneficiaries predecease the Participant or die prior to the
         distribution of the Participant's Vested Account Balance, then the
         Participant's designated Beneficiary shall be deemed to be his
         surviving spouse. If the Participant has no surviving spouse, the
         Participant's Vested Account Balance shall be payable to the
         Participant's estate.

6.5      DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the
         proper Beneficiary to a Participant's Vested Account Balance pursuant
         to the Plan, the Committee shall have the right, exercisable in its
         discretion, to cause the Company to withhold such payments until the
         matter is resolved to the Committee's satisfaction.

                                       8
<PAGE>

6.6      DISCHARGE OF OBLIGATIONS. The payment of a Participant's Vested Account
         Balance under the Plan to a Beneficiary shall fully and completely
         discharge the Company, the Committee, and the trustee under the Trust
         from all further obligations under the Plan and the Trust with respect
         to the Participant and his Beneficiaries.

                                    ARTICLE 7
                     TERMINATION, AMENDMENT OR MODIFICATION

7.1      TERMINATION. The Plan shall terminate upon the payment or forfeiture of
         all Vested Account Balances. Upon termination of the Plan, the Company,
         the Committee and the trustee under the Trust shall have no further
         obligations to Participants or their Beneficiaries under the Plan or
         the Trust. Any termination of the Plan shall not alter the obligations
         of a Participant, or the entitlement of a Participant to his
         Non-Compete Payment, under his Non-Compete Agreement, to the extent
         applicable.

7.2      AMENDMENT. No amendments shall be made to the Plan by the Company
         without the prior written consent of all Participants who have Account
         Balances.

7.3      EFFECT OF PAYMENT. The full payment of a Participant's Vested Account
         Balance under Section 5.2, 5.3, 5.4 or 5.5 shall completely discharge
         all obligations of the Company and the trustee under the Trust to the
         Participant and his designated Beneficiaries under the Plan. The
         obligation of the Company to pay the Non-Compete Payment to a
         Participant is a separate and independent obligation of the Company
         under a Participant's Plan Agreement and such obligation shall be
         controlled by the terms of a Participant's Plan Agreement.

                                    ARTICLE 8
                                 ADMINISTRATION

8.1      COMMITTEE DUTIES. The Plan shall be administered by the Committee. The
         Committee shall also have the discretion and authority to (i) make,
         amend, interpret, and enforce all appropriate rules and regulations for
         the administration of the Plan and (ii) decide or resolve any and all
         questions including interpretations of the Plan, as may arise in
         connection with the Plan. When making a determination or calculation,
         the Committee shall be entitled to rely on information furnished by a
         Participant or the Company.

8.2      AGENTS. In the administration of the Plan, the Committee may, from time
         to time, employ agents and delegate to them such administrative duties
         as it sees fit (including acting through a duly appointed
         representative) and may from time to time consult with counsel who may
         be counsel to the Company.

                                       9
<PAGE>

8.3      BINDING EFFECT OF DECISIONS. The decision or action of the Committee
         with respect to any question arising out of or in connection with the
         administration, interpretation and application of the Plan and the
         rules and regulations promulgated hereunder shall be final and
         conclusive and binding upon all persons having any interest in the
         Plan.

8.4      INDEMNITY OF COMMITTEE. The Company shall indemnify and hold harmless
         the members of the Committee, the trustee of the Trust, and any person
         to whom the duties of the Committee may be delegated, against any and
         all claims, losses, damages, expenses or liabilities arising from any
         action or failure to act with respect to the Plan, except in the case
         of willful misconduct by the Committee, the trustee of the Trust, or
         any such other person.

8.5      INFORMATION. To enable the Committee to perform its functions, the
         Company shall supply full and timely information to the Committee as
         the Committee may reasonably request.

                                    ARTICLE 9
                          OTHER BENEFITS AND AGREEMENTS

The benefits provided for a Participant or a Participant's Beneficiary under the
Plan are in addition to any other benefits available to such Participant under
any other plan or program sponsored by the Company or its affiliates. The Plan
shall supplement and shall not supersede, modify or amend any other such plan or
program.

                                   ARTICLE 10
                                CLAIMS PROCEDURES

10.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to payments distributable to such Claimant
         from the Plan. If such a claim relates to the contents of a notice
         received by the Claimant, the claim must be made within 60 days after
         such notice was received by the Claimant. All other claims must be made
         within 180 days of the date on which the event that caused the claim to
         arise occurred. The claim must state with particularity the
         determination desired by the Claimant.

10.2     NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
         claim within a reasonable time, and shall notify the Claimant in
         writing:

         (i)      that the Claimant's requested determination has been made, and
                  that the claim has been allowed in full; or

         (ii)     that the Committee has reached a conclusion contrary, in whole
                  or in part, to the Claimant's requested determination, and
                  such notice must set forth in a manner calculated to be
                  understood by the Claimant:

                                       10
<PAGE>

                  (a)      the specific reason(s) for the denial of the claim,
                           or any part of it;

                  (b)      specific reference(s) to pertinent provisions of the
                           Plan or the Participant's Plan Agreement upon which
                           such denial was based;

                  (c)      a description of any additional material or
                           information necessary for the Claimant to perfect the
                           claim, and an explanation of why such material or
                           information is necessary; and

                  (d)      an explanation of the claim review procedure set
                           forth in Section 10.3 below.

10.3     REVIEW OF A DENIED CLAIM. With 60 days after receiving a notice from
         the Committee that a claim has been denied, in whole or in part, a
         Claimant (or the Claimant's duly authorized representative) may file
         with the Committee a written request for a review of the denial of the
         claim. Thereafter, but not later than 30 days after the review
         procedure began, the Claimant (or the Claimant's duly authorized
         representative):

         (i)      may review pertinent documents;

         (ii)     may submit written comments or other documents; and/or

         (iii)    may request a hearing, which the Committee, in its sole
                  discretion, may grant.

10.4     DECISION ON REVIEW. The Committee shall render its decision on review
         promptly, and not later than 60 days after the filing of a written
         request for review of the denial, unless a hearing is held or other
         special circumstances require additional time, in which case the
         Committee's decision must be rendered within 120 days after such date.
         Such decision must be written in a manner calculated to be understood
         by the Claimant, and it must contain:

         (i)      specific reasons for the decision;

         (ii)     specific reference(s) to the pertinent provisions of the Plan
                  or the Participant's Plan Agreement provisions upon which the
                  decision was based; and

         (iii)    such other matters as the Committee deems relevant.

10.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 10 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         the Plan.

                                       11
<PAGE>

                                   ARTICLE 11
                                      TRUST

11.1     ESTABLISHMENT OF THE TRUST AND TRANSFER OF ACCOUNT BALANCES. Prior to a
         Change in Control the Company shall establish the Trust upon such terms
         as the Committee deems appropriate. Within 30 days after a Change in
         Control the Company shall transfer to the Trust cash in an amount equal
         to the then Account of each Participant.

11.2     INVESTMENT CREDITS. Investment credits shall be credited in cash to the
         Account Balance of each Participant as provided in Section 3.2. To the
         extent that the actual earnings of a Participant's Account Balance,
         based upon investments of the Trust, exceed the amount of the
         investment credit to be allocated to a Participant's Account Balance,
         the excess shall be distributed by the Trust to the Company. To the
         extent that such actual earnings are less than the investment credit to
         be allocated to a Participant's Account Balance, the shortfall shall be
         promptly contributed in cash to the Trust by the Company.

11.3     INVESTMENT OF TRUST ASSETS. The trustee of the Trust shall be
         authorized, upon written instructions received from the Committee, to
         invest and reinvest the Account Balances in eligible investments
         designated from time to time by the Committee in accordance with the
         terms of the Trust; provided however, to be an eligible investment
         there shall be no risk of loss to principal.

11.4     DISTRIBUTIONS FROM THE TRUST. The Company's obligations under the Plan
         with respect to the Vested Account Balances may be satisfied with Trust
         assets distributed pursuant to the terms of the Plan and any such
         distribution shall reduce the Company's corresponding obligations under
         the Plan with respect to Vested Account Balances. In the event of a Tax
         Distribution from the Vested Account Balance of a Participant, then on
         the Tax Distribution Date the trustee of the Trust shall distribute a
         cash amount to the Company from such Participant's Vested Account
         Balance equal to the Tax Distribution. As soon as practicable after a
         Participant experiences a Termination of Service during the Restriction
         Period, the unvested portion of his Account Balance then held by the
         Trust shall be distributed by the trustee of the Trust to the Company
         in cash. In the event of a forfeiture of a Participant's Vested Account
         Balance pursuant to Section 4.2 or 4.3, the trustee of the Trust shall
         forthwith distribute the Vested Account Balance of the Participant to
         the Company in cash.

11.5     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
         and the Participant's Plan Agreement shall govern the rights of a
         Participant to receive distributions pursuant to the Plan. The
         provisions of the Trust shall govern the rights of the Company,
         Participants and the creditors of the Company to the assets of the
         Trust. The Company shall at all times remain liable to carry out its
         obligations under the Plan.

                                       12
<PAGE>

11.6     AMENDMENT OF TRUST. Except for amendments to the Trust to comply with
         applicable laws, no amendment or modification shall be made to the
         Trust without the prior written consent of all Participants who have
         Account Balances.

                                   ARTICLE 12
                                  MISCELLANEOUS

12.1     STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section 401(a) and that "is unfunded and is
         maintained by an employer primarily for the purpose of providing
         deferred compensation for a select group of management or highly
         compensated employees" within the meaning of ERISA Sections 201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

12.2     UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of the Company. For
         purposes of the payment of benefits under the Plan, any and all of the
         Company's assets shall be, and remain the general, unpledged and
         unrestricted assets of the Company. The Company's obligation under the
         Plan shall be merely of an unfunded and unsecured promise to pay money
         in the future.

12.3     LIABILITY AND INDEPENDENCE. The Company's liability for the payment of
         benefits under the Plan shall be defined only by the Plan and a
         Participant's Plan Agreement. The Plan is separate and distinct from,
         and not a part of, any other employee benefit plan, program or
         arrangement of the Company or any of its affiliates.

12.4     NONASSIGNABILITY. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate, alienate or
         convey in advance of actual receipt, the amounts, if any, payable
         hereunder, or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the amounts payable shall, prior to actual payment, be subject to
         seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance of a Participant
         or any other person, be transferable by operation of law in the event
         of a Participant's or any other person's bankruptcy or insolvency or be
         transferable to a spouse as a result of a property settlement or
         otherwise.

                                       13
<PAGE>

12.5     NOT A CONTRACT OF SERVICE. The terms and conditions of the Plan and a
         Participant's Plan Agreement shall not be deemed to constitute a
         contract of employment or service between the Company and any of its
         affiliates, on the one hand, and a Participant, on the other hand.
         Nothing in the Plan or a Participant's Plan Agreement shall be deemed
         to give a Participant the right to be retained in the service of the
         Company or any of its affiliates or to interfere with the right of the
         Company or any of its affiliates to discipline or discharge the
         Participant at any time.

12.6     FURNISHING INFORMATION. A Participant or his Beneficiary will cooperate
         with the Committee by furnishing any and all information requested by
         the Committee and take such other actions as may be requested in order
         to facilitate the administration of the Plan and the payment of
         benefits hereunder.

12.7     TERMS. Whenever any words are used herein in the masculine, they shall
         be construed as though they were in the feminine in all cases where
         they would so apply; and whenever any words are used herein in the
         singular or in the plural, they shall be construed as though they were
         used in the plural or the singular, as the case may be, in all cases
         where they would so apply.

12.8     CAPTIONS. The captions of the articles, sections and paragraphs of the
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

12.9     GOVERNING LAW. Subject to ERISA, the provisions of the Plan and the
         Plan Agreements shall be construed and interpreted according to the
         internal laws of the State of Ohio without regard to its conflicts of
         laws and principles.

12.10    NOTICE. Any notice or filing required or permitted to be given to the
         Committee under the Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below.

                  Charter One Financial, Inc.
                  1215 Superior Avenue
                  Cleveland, Ohio 44114
                  Attention: Senior Vice-President of Administrative Services

         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification. Any notice or filing
         required or permitted to be given to a Participant under the Plan shall
         be sufficient if in writing and hand-delivered, or sent by mail, to the
         last known address of the Participant.

                                       14
<PAGE>

12.11    SUCCESSORS. The provisions of the Plan shall bind and inure to the
         benefit of the Company and the Participants and their Beneficiaries.

12.12    INTEREST OF BENEFICIARY. The interest in the benefits hereunder of a
         designated Beneficiary of a Participant who has predeceased the
         Participant shall automatically pass to the Participant and shall not
         be transferable by such person in any manner, including, but not
         limited to, such person's will, nor shall such interest pass under the
         laws of intestate succession.

12.13    VALIDITY. In case any provision of the Plan shall be illegal or invalid
         for any reason, said illegality or invalidity shall not affect the
         remaining parts hereof, but the Plan shall be constructed and enforced
         as if such illegal or invalid provision had never been inserted herein.

12.14    INCOMPETENT. If the Committee determines in its discretion that a
         benefit under the Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetence, incapacity or
         guardianship, as it may deem appropriate prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary, as the case may be,
         and shall be a complete discharge of any liability under the Plan for
         such benefit.

12.15    COURT ORDER. The Committee is authorized to make any payments directed
         by court order in any action in which the Company, the Plan or the
         Committee has been named as a party.

12.16    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company is
         aware that upon the occurrence of a Change in Control, the Board and/or
         the Committee (which might then be composed of new members) might then
         cause or attempt to cause the Company to refuse to comply with its
         obligations under the Plan and might cause or attempt to cause the
         Company to institute, or may institute, litigation seeking to deny
         Participants the benefits intended under the Plan. In these
         circumstances, the purpose of the Plan could be frustrated.
         Accordingly, if, following a Change in Control, it should appear to any
         Participant that the Company has failed to comply with any of its
         obligations under the Plan or, if the Company or any other person takes
         any action to declare the Plan void or unenforceable or institutes any
         litigation or other legal action designed to deny, diminish or to
         recover from any Participant the benefits intended to be provided, then
         the Company irrevocably authorizes such Participant to retain counsel
         of his choice at the expense of the Company to represent such
         Participant in connection with the initiation or defense of any
         litigation or other legal action, whether by or against the Company, or
         any director, officer, stockholder or other person affiliated with the
         Company in any jurisdiction.

                                       15
<PAGE>

         The Company has signed the Plan as of January 1, 2004.

                                           CHARTER ONE FINANCIAL, INC.,

                                           By:    /s/ Richard W. Neu
                                                  ----------------------
                                           Name:  Richard W. Neu
                                                  ----------------------
                                           Title: EVP-CFO
                                                  ----------------------

                                       16