CHARTER ONE FINANCIAL INC
EXHIBIT 10.22
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>5
<FILENAME>l98885aexv10w22.txt
<DESCRIPTION>EXHIBIT 10.22
<TEXT>
<PAGE>
EXHIBIT 10.22



             CHARTER ONE BANK, N.A. STOCK DEFERRED COMPENSATION PLAN







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             CHARTER ONE BANK, N.A. STOCK DEFERRED COMPENSATION PLAN

                            Effective January 1, 2002
                            RESTATED JANUARY 1, 2003

                                     PURPOSE

         The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated employees and directors of Charter
One Bank, N.A. and its affiliates that sponsor this Plan ("Charter One"), and to
contribute materially to the continued growth, development and future business
success of Charter One. The benefits provided hereunder shall be distributed in
the form of Company Stock. This Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA.

                                    ARTICLE I
                                   DEFINITIONS

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

         "ANNUAL BONUS" shall mean any compensation, in addition to Base Annual
         Salary relating to services performed during any calendar year, whether
         or not paid in such calendar year or included on the Federal Income Tax
         Form W-2 for such calendar year, payable to a Participant as an
         Employee under any Employer's annual bonus and cash incentive plans,
         excluding stock options.

         "ANNUAL DEFERRAL AMOUNT" shall mean that portion of a Participant's
         Base Annual Salary and Annual Bonus and Director's Compensation that a
         Participant elects to have, and is deferred, on his or her behalf, all
         in accordance with Section 3.1, for any one Plan Year. In the event of
         a Participant's Disability (if deferrals cease in accordance with
         Section 7.1), death or a Termination of Employment prior to the end of
         a Plan Year, such year's Annual Deferral Amount shall be the actual
         amount withheld prior to such event.

         "BASE ANNUAL SALARY" shall mean the annual cash compensation relating
         to services performed by an Employee during any calendar year, whether
         or not paid in such calendar year or included on the Federal Income Tax
         Form W-2 for such calendar year, excluding bonuses, commissions,
         overtime, fringe benefits, stock options, relocation expenses,
         incentive payments, non-monetary awards, directors fees and other fees,
         automobile and other allowances paid to a Participant for employment
         services rendered (whether or not such allowances are included in the
         Employee's gross income). Base Annual Salary shall be calculated before
         reduction for compensation voluntarily deferred or contributed by the
         Participant pursuant to all qualified or non-qualified plans of any
         Employer and shall be calculated to include amounts not otherwise
         included in the Participant's gross income under Code Sections 125,
         402(e)(3), 402(h), or 403(b)

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         pursuant to plans established by any Employer; provided, however, that
         all such amounts will be included in compensation only to the extent
         that, had there been no such plan, the amount would have been payable
         in cash to the Employee.

         "BENEFICIARY" shall mean one or more persons, estates or other
         entities, designated in accordance with Article 9, that are entitled to
         receive benefits under this Plan upon the death of a Participant.

         "BENEFICIARY DESIGNATION FORM" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

         "BOARD" shall mean the board of directors of the Company.

         "CAUSE" shall mean the severing of the Employee or Director
         relationship with an Employer on account of "cause", as that term (or a
         similar term) is defined in the Participant's contract with an
         Employer. If there is no such contract, "Cause" shall mean (1) gross
         negligence or gross neglect of duties; (2) commission of a felony or
         gross misdemeanor involving moral turpitude; (3) fraud, disloyalty or
         willful violation of any law or significant Employer policy resulting
         in an adverse effect on the Employer; or (4) accepting additional
         employment or directorship with a competing institution.

         "CHANGE IN CONTROL" shall mean the first to occur of any of the
         following events:

         (a)      Any "person" (as that term is used in Section 13 and 14(d)(2)
                  of the Securities Exchange Act of 1934 (the "Exchange Act"))
                  becomes the beneficial owner (as that term is used in Section
                  13(d) of the Exchange Act), directly or indirectly, of 50% or
                  more of the Company's capital stock entitled to vote in the
                  election of directors;

         (b)      During any period of not more than two consecutive years, not
                  including any period prior to the adoption of this Plan,
                  individuals who at the beginning of such period constitute the
                  board of directors of the Company, and any new director (other
                  than a director designated by a person who has entered into an
                  agreement with the Company to effect a transaction described
                  in clause (a), (c), (d) or (e) of this definition) whose
                  election by the board of directors or nomination for election
                  by the Company's stockholders was approved by a vote of at
                  least three-fourths (3/4ths) of the directors then in office
                  who either were directors at the beginning of the period or
                  whose election or nomination for election was previously so
                  approved, cease for any reason to constitute at least a
                  majority thereof;

         (c)      The shareholders of the Company approve any consolidation or
                  merger of the Company, other than a consolidation or merger of
                  the Company in which the holders of the common stock of the
                  Company immediately prior


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                  to the consolidation or merger hold more than 50% of the
                  common stock of the surviving corporation immediately after
                  the consolidation or merger;

         (d)      The Shareholders of the Company approve any plan or proposal
                  for the liquidation or dissolution of the Company; or

         (e)      The Shareholders of the Company approve the sale or transfer
                  of all or substantially all of the assets of the Company to
                  parties that are not within a "controlled group of
                  corporation"( as defined in Code Section 1563) in which the
                  Company is a member.

         "CLAIMANT" shall have the meaning set forth in Section 14.1.

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

         "COMMITTEE" shall mean the committee described in Article 12.

         "COMPANY" shall mean Charter One Bank, N.A. and any successor to all or
         substantially all of the Company's assets or business.

         "COMPANY STOCK" shall mean the common stock of the Company.

         "DEDUCTION LIMITATION" shall mean the following described limitation on
         a benefit that may otherwise be distributable pursuant to the
         provisions of this Plan. Except as otherwise provided, this limitation
         shall be applied to all distributions that are "subject to the
         Deduction Limitation" under this Plan. If an Employer determines in
         good faith prior to a Change in Control that there is a reasonable
         likelihood that any compensation paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer solely by
         reason of the limitation under Code Section 162(m), then to the extent
         deemed necessary by the Employer to ensure that the entire amount of
         any distribution to the Participant pursuant to this Plan prior the
         Change in Control is deductible, the Employer may defer all or any
         portion of a distribution under this Plan. Any amounts deferred
         pursuant to this limitation shall continue to be credited/debited with
         additional amounts in accordance with Section 3.7 below, even if such
         amount is being paid out in installments. The amounts so deferred and
         amounts credited thereon shall be distributed to the Participant or his
         or her Beneficiary (in the event of the Participant's death) at the
         earliest possible date, as determined by the Employer in good faith, on
         which the deductibility of compensation paid or payable to the
         Participant for the taxable year of the Employer during which the
         distribution is made will not be limited by Section 162(m), or if
         earlier, the effective date of a Change in Control. Notwithstanding
         anything to the contrary in this Plan the Deduction Limitation shall
         not apply to any distributions made after a Change in Control.


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         "DEFERRAL ACCOUNT" OR "ACCOUNT BALANCE" shall mean (i) a sum of all of
         a Participant's Annual Deferral Amounts, plus (ii) amounts credited in
         accordance with all the applicable crediting provisions of this Plan
         that relate to the Participant's Deferral Account, less (iii) all
         distributions made to the Participant or his or her Beneficiary
         pursuant to this Plan that relate to his or her Deferral Account.

         "DISABILITY" shall mean a period of disability during which a
         Participant qualifies for permanent disability benefits under the
         Participant's Employer's long-term disability plan, or, if a
         Participant does not participate in such a plan, a period of disability
         during which the Participant would have qualified for permanent
         disability benefits under such a plan had the Participant been a
         participant in such a plan, as determined in the sole discretion of the
         Committee. If the Participant's Employer does not sponsor such a plan,
         or discontinues to sponsor such a plan, Disability shall be determined
         by the Committee in its sole discretion.

         "DISABILITY BENEFIT" shall mean the benefit set forth in Article 7.

         "DIRECTOR" shall mean a member of the board of directors of an
         Employer.

         "DIRECTOR'S COMPENSATION" shall mean fees and other compensation
         payable for services as a Director.

         "ELECTION FORM" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

         "EMPLOYEE" shall mean a person who is classified as an employee of any
         Employer.

         "EMPLOYER(S)" shall mean the Company and/or any affiliated employer
         (within the meaning of Code Sections 414(b) or (c)) (now in existence
         or hereafter formed or acquired) that have been selected by the Board
         to participate in the Plan and have adopted the Plan as a sponsor.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

         "FIRST PLAN YEAR" shall mean the period beginning January 1, 2002, and
         ending December 31, 2002.

         "MONTHLY INSTALLMENT METHOD" shall be a monthly installment payment
         over the number of months selected by the Participant in accordance
         with this Plan, determined as follows: The Participant's Account
         Balance shall be calculated as of the close of the last business day of
         the month preceding the month in which



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         the benefit payments are to commence, and the monthly installment
         amount for the number of months selected by the Participant to receive
         benefits hereunder shall be that amount divided by the number of months
         selected by the Participant. Notwithstanding the foregoing, if the
         Participant's Account Balance is not sufficient to make full monthly
         distributions for the entire number of months selected by the
         Participant, then the monthly payments shall cease when the
         Participant's Account Balance is zero (and the final payment shall be
         that amount which results in the Participant's Account Balance being
         zero). If as of the final monthly payment due the Participant there
         remains a positive Account Balance in excess of the monthly amount
         determined above, then that positive balance shall be distributed to
         the Participant in a lump sum along with the final monthly payment. By
         way of example, if the Participant elects a 120-month Monthly
         Installment Method, and his Account Balance is determined to be
         $150,000, then his monthly payment for the 120 month period shall be
         $1,250. If due to adverse investment performance the Participant's
         Account Balance was $1,000 when the 90th payment was due, then $1,000
         would be the 90th, and final, payment. If at the end of the 120 month
         period the Participant's Account Balance was $25,000, then his 120th
         payment will be $25,000 (comprised of the $1,250 scheduled payment, and
         the $23,750 positive balance). Each monthly installment shall be paid
         on or as soon as practicable after the last business day of the
         applicable month.

         "PARTICIPANT" shall mean any Employee or Director (i) selected to
         participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement and an Election Form, (iv) whose
         signed Plan Agreement, Election Form and Beneficiary Designation Form
         are accepted by the Committee, (v) who commences participation in the
         Plan, and (vi) whose Plan Agreement has not terminated. 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 he or she
         has an interest in the Participant's benefits under the Plan as a
         result of applicable law or property settlements resulting from legal
         separation or divorce.

         "PLAN" shall mean this Stock Deferred Compensation Plan, which shall be
         evidenced by this instrument and by each Plan Agreement, as they may be
         amended from time to time.

         "PLAN AGREEMENT" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between an Employer and a
         Participant. Each Plan Agreement executed by a Participant and the
         Participant's Employer shall provide for the entire benefit to which
         such Participant is entitled under the Plan; should there be more than
         one Plan Agreement, the Plan Agreement bearing the latest date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such entitlement. The terms of any
         Plan Agreement may be different for any Participant, and any Plan
         Agreement may provide additional benefits not set forth in the Plan or
         limit the benefits otherwise provided under the Plan; provided,


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         however, that any such additional benefits or benefit limitations must
         be agreed to by both the Employer and the Participant.

         "PLAN YEAR" shall mean a period beginning on January 1 of each calendar
         year and continuing through December 31 of such calendar year.

         "PRE-RETIREMENT SURVIVOR BENEFIT" shall mean the benefit set forth in
         Article 6.

         "RETIREMENT", "RETIRE(S)" OR "RETIRED" shall mean severance from
         employment from all Employers for any reason other than a leave of
         absence, death or Disability on or after the earlier of the attainment
         of (a) age sixty-five (65) or (b) age fifty-five (55) with ten (10)
         Years of Service.

         "TERMINATION BENEFIT" shall mean the value of the Participant's Account
         Balance at the time the Account Balance is distributed.

         "TERMINATION OF EMPLOYMENT" shall mean in the case of an Employee the
         severing of employment with all Employers voluntarily or involuntarily,
         for any reason other than Disability, death or an authorized leave of
         absence. With respect to Directors, Termination of Employment shall
         mean the cessation of all services as a Director for any Employer.

         "TRUST" shall mean more trusts established pursuant to that certain
         Trust Agreement between the Company and the trustee named therein, as
         amended from time to time.

         "UNFORESEEABLE FINANCIAL EMERGENCY" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
         select group of management and highly compensated Employees of the
         Employers, and Directors, as determined by the Committee in its sole
         discretion. From that group, the Committee shall select, in its sole
         discretion, the Employees and Directors to participate in the Plan.

2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
         Employee shall complete, execute and return to the Committee a Plan


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         Agreement, an Election Form and a Beneficiary Designation Form, all
         within 30 days after he or she is selected to participate in the Plan.
         In addition, the Committee shall establish from time to time such other
         enrollment requirements as it determines in its sole discretion are
         necessary or appropriate.

2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee or
         Director selected to participate in the Plan has met all enrollment
         requirements set forth in this Plan and required by the Committee,
         including returning all required documents to the Committee within the
         specified time period, that Employee or Director shall commence
         participation in the Plan on the first day of the month following the
         month in which the Employee or Director completes all enrollment
         requirements. If an Employee fails to meet all such requirements within
         the period required, in accordance with Section 2.2, that Employee or
         Director shall not be eligible to participate in the Plan until the
         first day of the Plan Year following the delivery to and acceptance by
         the Committee of the required documents.

2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
         determines in good faith than a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, or is no longer a Director,
         the Committee shall have the right, in its sole discretion, to (i)
         terminate any deferral election the Participant has made for the
         remainder of the Plan Year in which the Participant's membership status
         changes, (ii) prevent the Participant from making future deferral
         elections, and/or (iii) immediately distribute the Participant's then
         Account Balance as a Termination Benefit and terminate the
         Participant's participation in the Plan.

                                    ARTICLE 3
                      DEFERRAL COMMITMENTS/CREDITING/TAXES

3.1      PARTICIPANT ELECTIVE DEFERRALS.

         BASE ANNUAL SALARY AND ANNUAL BONUS. For each Plan Year, a Participant
         may elect to defer, as an Annual Deferral Amount, Base Annual Salary,
         Annual Bonus and/or Director's Compensation, as the case may be, the
         following minimum and maximum amounts for each deferral elected:

         DEFERRAL                   MINIMUM AMOUNT            MAXIMUM AMOUNT
         -------------------------------------------------------------------
         Base Annual Salary             $2,400                  50 percent
         Annual Bonus                   10 percent              50 percent
         Director's Compensation        $2,400                  50 percent

         If no election is made, the amount deferred shall be zero.

         Notwithstanding the foregoing, if a Participant first becomes a
         Participant after


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         the first day of a Plan Year, or in the case of the First Plan Year,
         the maximum Annual Deferral Amount, with respect to Base Annual Salary
         and Annual Bonus shall be limited to the amount of compensation not yet
         earned by the Participant as of the date the Participant submits a Plan
         Agreement and Election Form to the Committee for acceptance.

3.2      RESERVED.

3.3      ELECTION TO DEFER; EFFECT OF ELECTION FORM.

         (a)      FIRST PLAN YEAR. In connection with a Participant's
                  commencement of participation in the Plan, the Participant
                  shall make an irrevocable deferral election for the Plan Year
                  in which the Participant commences participation in the Plan,
                  along with such other elections as the Committee deems
                  necessary or desirable under the Plan. For these elections to
                  be valid, the Election Form must be completed and signed by
                  the Participant, timely delivered to the Committee (in
                  accordance with Section 2.2 above) and accepted by the
                  Committee.

         (b)      SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an
                  irrevocable deferral election for that Plan Year, and such
                  other elections as the Committee deems necessary or desirable
                  under the Plan, shall be made by timely delivering to the
                  Committee, in accordance with its rules and procedures, before
                  the end of the Plan Year preceding the Plan Year for which the
                  election is made, a new Election Form. If no such Election
                  Form is timely delivered for a Plan Year, the Annual Deferral
                  Amount shall be zero for that Plan Year.

3.4      WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base
         Annual Salary portion of the Annual Deferral Amount shall be withheld
         from each regularly scheduled Base Annual Salary payroll in equal
         amounts, as adjusted from time to time for increases and decreases in
         Base Annual Salary. The Annual Bonus portion of the Annual Deferral
         Amount shall be withheld at the time the Annual Bonus is paid to the
         Participant, whether or not this occurs during the Plan Year itself.
         The Director's Compensation portion of the Annual Deferral Amount shall
         be withheld at the time the Director's Compensation is paid to the
         Participant, whether or not this occurs during the Plan Year.

3.5      INVESTMENT OF TRUST ASSETS. The assets of the Trust shall be invested
         solely in Company Stock, except for such amounts of cash as the Trustee
         determines necessary to ensure the proper operation of the Trust.

3.6      VESTING. A Participant shall always be 100% vested in his Account
         Balance.

3.7      CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
         to, the rules and procedures that are established from time to time by
         the


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         Committee, in its sole discretion, a Participant's Account Balance
         shall be valued on a daily basis based on the performance of the assets
         in the Trust, as determined by the Committee in its sole discretion.

3.8      FICA AND OTHER TAXES. For each Plan Year in which an Annual Deferral
         Amount is being withheld from a Participant, the Participant's
         Employer(s) shall withhold from that portion of the Participant's Base
         Annual Salary, Annual Bonus and Director's Compensation that is not
         being deferred in a manner determined by the Employer(s), the
         Participant's share of FICA and other employment taxes on such Annual
         Deferral Amount. The Committee may reduce the Annual Deferral Amount in
         order to comply with this Section 3.8 if it determines that such action
         is necessary or appropriate.

3.9      DISTRIBUTIONS. The Participant's Employer(s), or the trustee of the
         Trust, shall withhold from any payments made to a Participant under
         this Plan all federal, state and local income, employment and other
         taxes required to be withheld by the Employer(s), or the trustee of the
         Trust, in connection with such payments, in amounts and in a manner to
         be determined in the sole discretion of the Employer(s) and the trustee
         of the Trust.

                                    ARTICLE 4
            UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION

4.1      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
         If the Participant experiences an Unforeseeable Financial Emergency,
         the Participant may petition the Committee to (i) suspend any deferrals
         required to be made by a Participant and/or (ii) receive a partial or
         full payout from the Plan. The payout shall not exceed the amount
         reasonably needed to satisfy the Unforeseeable Financial Emergency. If,
         subject to the sole discretion of the Committee, the petition for a
         suspension and/or payout is approved, suspension shall take effect upon
         the date of approval and any payout shall be made within 60 days of the
         date of approval. Following approval of a payout under this Section
         4.1, a Participant shall not be permitted to resume participation in
         the Plan for the later of 6 months following such withdrawal or the
         first day of the following Plan Year. If the Participant petitions the
         Committee only to suspend deferrals and the Committee approves such
         suspension, the Participant shall not be permitted to resume
         participation in the Plan until the first day of the following Plan
         Year. The payment of any amount under this Section 4.1 shall be subject
         to the Deduction Limitation.


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<PAGE>

4.2      WITHDRAWAL ELECTION. A Participant (or, after a Participant's death,
         his or her Beneficiary) may elect, at any time, to withdraw all of his
         or her Account Balance, calculated as if there had occurred a
         Termination of Employment as of the day of the election, less a
         withdrawal penalty equal to 10% of such amount (the net amount shall be
         referred to as the "Withdrawal Amount"). This election can be made at
         any time, before or after Disability, death or Termination of
         Employment and whether or not the Participant (or Beneficiary) is in
         the process of being paid pursuant to an installment payment schedule.
         A Participant's Withdrawal Amount shall be his or her Account Balance,
         calculated as if there had occurred a Termination of Employment as of
         the day of the election. No partial withdrawals of the Withdrawal
         Amount shall be allowed. The Participant (or his or her Beneficiary)
         shall make this election by giving the Committee advance written notice
         of the election in a form determined from time to time by the
         Committee. The Participant (or his or her Beneficiary) shall be paid
         the Withdrawal Amount within 60 days of his or her election. Once the
         Withdrawal Amount is paid, the Participant's participation in the Plan
         shall terminate and the Participant shall not be eligible to
         participate in the Plan in the future. The payment of this Withdrawal
         Amount shall be subject to the Deduction Limitation.

4.5      MANNER OF PAYMENT. All distributions made pursuant to this Article 4
         shall be made in the form of Company Stock except for fractional
         shares, which shall be distributed in cash.

                                    ARTICLE 5
                               TERMINATION BENEFIT

5.1      TERMINATION BENEFIT. Subject to the Deduction Limitation, a Participant
         who experiences a Termination of Employment, other than for Cause,
         shall receive his Termination Benefit.

5.2      PAYMENT OF TERMINATION BENEFIT. Except as provided herein, a
         Participant, in connection with his or her commencement of
         participation in the Plan, shall elect on an Election Form to receive
         the Termination Benefit in a lump sum or pursuant to a Monthly
         Installment Method of 60, 120 or 180 months. The Participant may
         annually change his or her election to an allowable alternative payout
         period by submitting a new Election Form to the Committee, provided
         that any such Election Form shall apply only to subsequent deferrals
         under the Plan. If a Participant does not make any election with
         respect to the payment of the Termination Benefit then such benefit
         shall be payable in a lump sum. If (i) the value of the Participant's
         Account Balance is less than $50,000 on the Participant's benefit
         commencement date, or (ii) the Participant was an Employee and
         experienced a Termination of Employment prior to attaining the age of
         Retirement, then notwithstanding any provision of this Section to the
         contrary, the Participant's Account Balance shall be distributed to him
         in a lump sum. The lump sum payment shall be made, or installment
         payments shall commence, no later than 60 days after the date the
         Participant experiences a


                                       11
<PAGE>

         Termination of Employment. All distributions shall be made in the form
         of Company Stock except for fractional shares, which shall be
         distributed in cash. Any payment made shall be subject to the Deduction
         Limitation.

5.3      DEATH PRIOR TO COMPLETION OF TERMINATION BENEFIT. If a Participant dies
         after his Termination of Employment but before the Termination Benefit
         is paid in full, the Participant's unpaid Termination Benefit payments
         shall continue and shall be paid to the Participant's Beneficiary (i)
         over the remaining number of months and in the same amounts as that
         benefit would have been paid to the Participant had the Participant
         survived, or (ii) in a lump sum, if requested by the Beneficiary and
         allowed in the sole discretion of the Committee, that is equal to the
         Participant's unpaid remaining Account Balance.

                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1      PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation,
         the Participant's Beneficiary shall receive a Pre-Retirement Survivor
         Benefit equal to the Participant's Account Balance if the Participant
         dies before he or she experiences a Termination of Employment or
         suffers a Disability.

6.2      PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in
         connection with his or her commencement of participation in the Plan,
         shall elect on an Election Form whether the Pre-Retirement Survivor
         Benefit shall be received by his or her Beneficiary in a lump sum or
         pursuant to a Monthly Installment Method of 60, 120 or 180 months. The
         Participant may annually change this election to an allowable
         alternative payout period by submitting a new Election Form to the
         Committee, which form may be accepted by the Committee in its sole
         discretion. The Election Form most recently accepted by the Committee
         prior to the Participant's death shall govern the payout of the
         Participant s Pre-Retirement Survivor Benefit. If a Participant does
         not make any election with respect to the payment of the Pre-Retirement
         Survivor Benefit, then such benefit shall be paid in a lump sum. If (i)
         the value of the Participant's Pre-Retirement Survivor Benefit is less
         than $50,000 on the benefit commencement date, or (ii) the Participant
         was an Employee and died prior to attaining the age of Retirement, then
         the Participant's Account Balance shall be distributed in a lump sum.
         Furthermore, despite the foregoing, payment of the Pre-Retirement
         Survivor Benefit may be made, in the sole discretion of the Committee,
         in a lump sum or pursuant to a Monthly Installment Method of not more
         than 60 months. The lump sum payment shall be made, or installment
         payments shall commence, no later than 60 days after the date the
         Committee is provided with proof that is satisfactory to the Committee
         of the Participant's death. All distributions shall be made in the form
         of Company Stock except for fractional shares, which shall be
         distributed in cash. Any payment made shall be subject to the Deduction
         Limitation.


                                       12
<PAGE>

                                    ARTICLE 7
                          DISABILITY WAIVER AND BENEFIT

7.1      DISABILITY WAIVER.

         (a)      WAIVER OF DEFERRAL. A Participant who suffers from a
                  Disability shall be excused from fulfilling that portion of
                  the Annual Deferral Amount commitment that would otherwise
                  have been withheld from a Participant's Base Annual Salary,
                  Annual Bonus and/or Director's Compensation for the Plan Year
                  during which the Participant first suffers a Disability.
                  During the period of Disability, the Participant shall not be
                  allowed to make any additional deferral elections, but will
                  continue to be considered a Participant for all other purposes
                  of this Plan.

         (b)      RETURN TO WORK. If a Participant returns to employment with an
                  Employer after a Disability ceases, the Participant may elect
                  to defer an Annual Deferral Amount for the Plan Year following
                  his or her return to employment or service and for every Plan
                  Year thereafter while a Participant in the Plan; provided such
                  deferral elections are otherwise allowed and an Election Form
                  is delivered to and accepted by the Committee for each such
                  election in accordance with Section 3.3 above.

7.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
         Disability shall, for benefit purposes under this Plan, continue to be
         considered to be employed and shall be eligible for the benefits
         provided in Articles 4, 5 or 6 in accordance with the provisions of
         those Articles. Notwithstanding the above, the Committee shall have the
         right to, in its sole and absolute discretion and for purposes of this
         Plan only, deem the Participant to have experienced a Termination of
         Employment, at any time after such Participant is determined to be
         suffering a Disability, in which case the Participant shall receive a
         Disability Benefit equal to his or her Account Balance at the time of
         the Committee's determination. The Disability Benefit shall be paid in
         a lump sum within 60 days of the Committee's exercise of such right.
         All distributions shall be made in the form of Company Stock except for
         fractional shares, which shall be distributed in cash. Any payment made
         shall be subject to the Deduction Limitation.

                                    ARTICLE 8
                             FORFEITURE OF BENEFITS

8.1      TERMINATION OF SERVICE. If a Participant's Termination of Service
         occurs on account of Cause, no benefits shall be paid under this Plan
         other than the cumulative amount of the Participant's Annual Deferral
         Amounts attributable to the Participant's Annual Bonus, Base Annual
         Salary and Director's Compensation, and not the earnings thereon (the
         "Termination for Cause Benefit"). If the Participant has commenced
         receiving his Account Balance under this Plan and it is subsequently
         determined that the Participant's Termination of


                                       13
<PAGE>

         Employment was for Cause, then the Participant's payments under the
         Plan shall be limited to the Termination for Cause Benefit, and the
         Participant shall be obligated to return to the Employer the cumulative
         amount of benefits paid to him under this Plan in excess of the
         Termination for Cause Benefit.

8.2      REGULATORY PROVISIONS. No further benefits shall be paid under this
         Plan for so long as required under the following circumstances:

         (a) TEMPORARY SUSPENSION OR PROHIBITION. If the Participant is
         suspended and/or temporarily prohibited from participating in the
         conduct of the Employer's affairs by a notice served under Section
         8(e)(3) or (g)(1) of the Federal Deposit Insurance Act ("FDIA"), 12
         U.S.C. ss. 1818(e)(3) and (g)(1), the Employer's obligations under this
         Plan shall be suspended as of the date of service, unless stayed by
         appropriate proceedings. If the charges in the notice are dismissed,
         the Employer may in its discretion (i) pay the Participant all or part
         of the compensation withheld while its obligations under this Plan were
         suspended and (ii) reinstate in whole or in part any of its obligations
         which were suspended.

         (b) PERMANENT SUSPENSION OR PROHIBITION. If the Participant is removed
         and/or permanently prohibited from participating in the conduct of the
         Employer's affairs by an order issued under Section 8(e)(4) or (g)(1)
         of the FDIA, 12 U.S.C. ss. 1818(e)(4) and (g)(1), all obligations of
         the Employer under this Plan shall terminate as of the effective date
         of the order, but vested rights of the contracting parties shall not be
         affected.

         (c) DEFAULT. If the Employer is in default (as defined in Section
         3(x)(1) of the FDIA), all obligations under this Plan shall terminate
         as of the date of default, but this provision shall not affect any
         vested rights of the contracting parties.

         (d) TERMINATION BY REGULATORS. All obligations under this Plan shall be
         terminated, except to the extent determined that continuation of this
         Plan is necessary for the continued operation of the Employer: (i) by
         the Director of the Office of Thrift Supervision (the "Director") or
         his or her designee, at the time the Federal Deposit Insurance
         Corporation enters into an agreement to provide assistance to or on
         behalf of the Employer under the authority contained in Section 13(c)
         of the FDIA; or (ii) by the Director or his or her designee, at the
         time the Director or his or her designee approves a supervisory merger
         to resolve problems related to operation of the Employer or when the
         Employer determined by the Director to be in an unsafe or unsound
         condition. Any rights of the parties that have already vested, however,
         shall not be affected by any such action.

         (e) Notwithstanding anything herein to the contrary, (1) any payments
         made hereunder shall be subject to and conditioned upon compliance with
         12 USC Section 1828(k) and any regulations promulgated thereunder, and
         (2) payments contemplated hereunder shall not be immediately payable to
         the extent such payments are barred or prohibited by an action or order
         issued by the


                                       14
<PAGE>

         Administrator of the State of Ohio or the FDIC.

                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1      BENEFICIARY. Each Participant shall have the right, at any time, to
         designate his or her Beneficiary(ies) (both primary as well as
         contingent) to receive any benefits payable under the Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or different from the Beneficiary
         designated under any other plan of an Employer in which the Participant
         participates.

9.2      BENEFICIARY DESIGNATION: CHANGE; SPOUSAL CONSENT. A Participant shall
         designate his or her Beneficiary by completing and signing the
         Beneficiary Designation Form and returning it to the Committee or its
         designated agent. A Participant shall have the right to change a
         Beneficiary 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. If the Participant names
         someone other than his or her spouse as a Beneficiary, a spousal
         consent, in the form designated by the Committee, must be signed by
         that Participant's spouse and returned to the Committee. Upon the
         acceptance by 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 Committee prior to
         his or her death.

9.3      ACKNOWLEDGMENT. No designation or change in designation of a
         Beneficiary shall be effective until received and acknowledged in
         writing by the Committee or its designated agent.

9.4      NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
         Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
         designated Beneficiaries predecease the Participant or die prior to
         complete distribution of the Participant's benefits, then the
         Participant's designated Beneficiary shall be deemed to be his or her
         surviving spouse. If the Participant has no surviving spouse, the
         benefits remaining under the Plan to be paid to a Beneficiary shall be
         payable to the executor or personal representative of the Participant's
         estate.

9.5      DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the
         proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, to cause
         the Participant's Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

9.6      DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
         Beneficiary shall fully and completely discharge all Employers and the
         Committee


                                       15
<PAGE>

         from all further obligations under this Plan with respect to the
         Participant, and that Participant's Plan Agreement shall terminate upon
         such full payment of benefits.

                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1     PAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer for any reason to take a paid leave of absence
         from the employment of the Employer, the Participant shall continue to
         be considered employed by the Employer and the Annual Deferral Amount
         shall continue to be withheld during such paid leave of absence in
         accordance with Section 3.3.

10.2     UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participants Employer for any reason to take an unpaid leave of absence
         from the employment of the Employer, the Participant shall continue to
         be considered employed by the Employer and the Participant shall be
         excused from making deferrals until the earlier of the date the leave
         of absence expires or the Participant returns to a paid employment
         status. Upon such expiration or return, deferrals shall resume for the
         remaining portion of the Plan Year in which the expiration or return
         occurs, based on the deferral election, if any, made for that Plan
         Year. If no election was made for that Plan Year, no deferral shall be
         withheld.

                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION

11.1     TERMINATION. Although each Employer anticipates that it will continue
         the Plan for an indefinite period of time, there is no guarantee that
         any Employer will continue the Plan or will not terminate the Plan at
         any time in the future. Accordingly, each Employer reserves the right
         to discontinue its sponsorship of the Plan and/or to terminate the Plan
         at any time with respect to any or all of its participating Employees
         by action of its board of directors. Upon the termination of the Plan
         with respect to any Employer, the Plan Agreements of the affected
         Participants who are employed by that Employer shall terminate and the
         Plan Accounts shall be paid to the Participants as follows: Prior to a
         Change in Control, if the Plan is terminated with respect to all of its
         Participants, an Employer shall have the right, in its sole discretion,
         and notwithstanding any elections made by the Participant, to pay such
         benefits in a lump sum or pursuant to a Monthly Installment Method of
         up to 15 years, with amounts credited and debited during the
         installment period as provided herein. If the Plan is terminated with
         respect to less than all of its Participants, an Employer shall be
         required to pay such benefits in a lump sum. After a Change in Control,
         the Employer shall be required to pay such benefits in a lump sum. The
         termination of the Plan shall not adversely affect any Participant or
         Beneficiary who has become entitled to the payment of any benefits
         under the Plan as of the date of


                                       16
<PAGE>

         termination; provided, however, that the Employer shall have the right
         to accelerate installment payments without a premium or prepayment
         penalty by paying the Account Balance in a lump sum or pursuant to a
         Monthly Installment Method using fewer months.

11.2     AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
         whole or in part with respect to that Employer by the action of its
         board of directors; provided, however, that no amendment or
         modification shall be effective to decrease or restrict the value of a
         Participant's Account Balance in existence at the time the amendment or
         modification is made, calculated as if the Participant had experienced
         a Termination of Employment as of the effective date of the amendment
         or modification. The amendment or modification of the Plan shall not
         affect any Participant or Beneficiary who has become entitled to the
         payment of benefits under the Plan as of the date of the amendment or
         modification; provided, however, that the Employer shall have the right
         to accelerate installment payments by paying the Account Balance in a
         lump sum or pursuant to a Monthly Installment Method using fewer months
         (provided that the present value of all payments that will have been
         received by a Participant at any given point of time under the
         different payment schedule shall equal or exceed the present value of
         all payments that would have been received at that point in time under
         the original payment schedule).

11.3     PLAN AGREEMENT. Despite the provisions of Sections 11. 1 and 11.2
         above, if a Participant's Plan Agreement contains benefits or
         limitations that are not in this Plan document, the Employer may only
         amend or terminate such provisions with the consent of the Participant.

11.4     EFFECT OF PAYMENT. The full payment of the applicable benefit under
         Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
         obligations to a Participant and his or her designated Beneficiaries
         under this Plan and the Participant's Plan Agreement shall terminate.

                                   ARTICLE 12
                                 ADMINISTRATION

12.1     COMMITTEE DUTIES. This Plan shall be administered by a Committee which
         shall consist of the Board, or such committee as the Board shall
         appoint. Members of the Committee may be Participants under this Plan.
         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 this Plan and (ii) decide or resolve any and all
         questions including interpretations of this Plan, as may arise in
         connection with the Plan. Any individual on the Committee who is a
         Participant shall not vote or act on any matter relating solely to
         himself or herself. When making a determination or calculation, the
         Committee shall be entitled to rely on information furnished by a
         Participant or the Company.



                                       17
<PAGE>

12.2    AGENTS. In the administration of this 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 any Employer.

12.3    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.

12.4    INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
        the members of the Committee, and any Employee 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 this Plan, except in the case of misconduct by the Committee
        or any of its members or any such Employee.

12.5    EMPLOYER INFORMATION. To enable the Committee to perform its functions,
        each Employer shall supply full and timely information to the Committee
        on all matters relating to the compensation of its Participants, the
        date and circumstances of the Retirement, Disability, death or
        Termination of Employment of its Participants, and such other pertinent
        information as the Committee may reasonably require.

                                   ARTICLE 13
                          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 for employees of the
        Participant's Employer. The Plan shall supplement and shall not
        supersede, modify or amend any other such plan or program except as may
        otherwise be expressly provided.

                                   ARTICLE 14
                                CLAIMS PROCEDURES

14.1    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 the amounts 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
        anise occurred. The claim must state with particularity the
        determination desired by the Claimant.


                                       18
<PAGE>

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

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

        (b)     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:

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

                (ii)    specific reference(s) to pertinent provisions of the
                        Plan upon which such denial was based;

                (iii)   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

                (iv)    an explanation of the claim review procedure set forth
                        in Section 14.3 below.

14.3    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):

        (a)     may review pertinent documents;

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

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

14.4    DECISION ON REVIEW. The Committee shall render its decision on review
        promptly, and not later dm 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:

        (a)     specific reasons for the decision;

        (b)     specific reference(s) to the pertinent Plan provisions upon
                which the


                                       19
<PAGE>

                decision was based; and

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

14.5    LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
        this Article 14 is a mandatory prerequisite to a Claimant's right to
        commence any legal action with respect to any claim for benefits under
        this Plan.

                                   ARTICLE 15
                                      TRUST

15.1    ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust and
        each Employer shall, at each pay period, transfer over to the Trust such
        cash as the Participant elected to defer under the Plan, or that an
        Employer has agreed to contribute under Section 3.2 hereof.

15.2    INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
        and the 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 Employers, Participants and the creditors
        of the Employers to the assets transferred to the Trust. Each Employer
        shall at all times remain liable to carry out its obligations under the
        Plan.

15.3    DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the
        Plan may be satisfied with Trust assets distributed pursuant to the
        terms of the Trust and any such distribution shall reduce the
        Employer's obligations under this Plan.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1    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.

16.2    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 an Employer. For
        purposes of the payment of benefits under this Plan, any and all of an
        Employer's assets shall be, and remain the general, unpledged and
        unrestricted assets of the Employer. An Employer's obligation under the
        Plan shall be merely of an unfunded and unsecured promise to pay money
        in the future.

16.3    EMPLOYER'S LIABILITY. An Employer's liability for the payment of
        benefits shall be



                                       20
<PAGE>

        defined only by the Plan and the Plan Agreement as entered into between
        the Employer and a Participant. An Employer shall have no obligation to
        a Participant under the Plan except as expressly provided in the Plan
        and his or her Plan Agreement.

16.4    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 allowed by 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.

16.5    NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
        shall not be deemed to constitute a contract of employment between any
        Employer and the Participant. Such employment is hereby acknowledged to
        be an "at will" employment relationship that can be terminated at any
        time for any reason, or no reason, with or without cause, and with or
        without notice, unless expressly provided in a written employment
        agreement. Nothing in this Plan shall be deemed to give a Participant
        the right to be retained in the service of any Employer or to interfere
        with the right of any Employer to discipline or discharge the
        Participant at any time.

16.6    FURNISHING INFORMATION. A Participant or his or her 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
        payments of benefits hereunder, including but not limited to, taking
        such physical examinations as the Committee may deem necessary.

16.7    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 co as though they were used in the
        plural or the singular, as the case may be, in all cases where they
        would so apply.

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

16.9    GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
        construed and interpreted according to the internal laws of the State of
        Ohio without regard to


                                       21
<PAGE>

        its conflicts of laws and principles.

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

         Director of Human Resources
         Charter One Bank, N.A.
         1215 Superior Avenue
         Cleveland, Ohio 44114

        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 s Plan shall be
        sufficient if in writing and hand-delivered, or sent by mail, to the
        last known address of the Participant.

16.11   SUCCESSORS. The provisions of this Plan shall bind and inure to the
        benefit of the Participant's Employer and its successors and assigns and
        the Participant and the Participant's designated Beneficiaries.

16.12   SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of
        a Participant who has predeceased the Participant shall automatically
        pass to the Participant and shall not be transferable by such spouse in
        any manner, including, but not limited to, such spouse's will, nor shall
        such interest pass under the laws of intestate succession.

16.13   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 this Plan shall be constructed and enforced
        as if such illegal or invalid provision had never been inserted herein.

16.14   INCOMPETENT. If the Committee determines in its discretion a benefit
        under this 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 payment amount

16.15   COURT ORDER. The Committee is authorized to make any payments directed
        by court order in any action in which the Plan or the Committee has been
        named as a party. In addition, if a court determines that a spouse or
        former spouse of a


                                       22
<PAGE>

        Participant has an interest in the Participant's benefits under the Plan
        in connection with a property settlement or otherwise, the Committee, in
        its sole discretion shall have the right, notwithstanding any election
        made by a Participant, to immediately distribute the spouse's or former
        spouse's interest in the Participant's benefits under the Plan to that
        spouse or former spouse.

16.16   DISTRIBUTION IN THE EVENT OF TAXATION.

        (a)     IN GENERAL. If, for any reason, all or any portion of a
                Participant's benefits under this Plan becomes taxable the
                Participant prior to receipt, a Participant may petition the
                Committee before a Change in Control, or the trustee of the
                Trust after a Change in Control, for a distribution of that
                portion of his or her benefit that has become taxable. Upon the
                grant of such a petition, which grant shall not be unreasonably
                withheld (and, after a Change in Control, shall be granted), a
                Participant's Employer shall distribute to the Participant
                immediately available funds in an amount equal to the taxable
                portion of his or her benefit (which amount shall not exceed a
                Participant's unpaid Account Balance under the Plan). If the
                petition is granted, the tax liability distribution shall be
                made within 90 days of the date when the Participant's petition
                is granted. Such a distribution shall affect and reduce the
                benefits to be paid under this Plan.

        (b)     TRUST. If the Trust terminates in accordance with Section 3.6(e)
                of the Trust, and benefits are distributed from the Trust to a
                Participant in accordance with that Section, the Participant's
                benefits under this Plan shall be reduced to the extent of such
                distributions.

16.17   LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
        each Employer is aware that upon the occurrence of a Change in Control,
        the Board or the board of directors of a Participant's Employer (which
        might then be composed of new members) or shareholder of the Company or
        the Participant's Employer, or of any successor corporation, might then
        cause or attempt to cause the Company, the Participant's Employer or
        such successor to refuse to comply with its obligations under the Plan
        and might cause or attempt to cause the Company or the Participant's
        Employer 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, the Participant's Employer or any successor
        corporation has failed to comply with any of its obligations under the
        Plan or any agreement thereunder, or, if the Company, such Employer 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 and the Participant's
        Employer irrevocably authorize such Participant to retain counsel of his
        or her choice at the expense of the Company and the Participant's
        Employer (who shall be jointly and severally


                                       23
<PAGE>

        liable) to represent such Participant in connection with the initiation
        or defense of any litigation or other legal action, whether by or
        against the Company, the Participant's Employer or any director,
        officer, shareholder or other person affiliated with the Company, the
        Participant's Employer or any successor thereto in any jurisdiction.

16.18   EXPENSES. All proper charges, fees and expenses incurred in connection
        with the administration and operation of the Plan and Trust shall be
        paid by the Company or the Employers (as directed by the Company). At
        the election of the Company, or if the Company or the Employers do not
        pay such charges or expenses, then such charges and expenses shall be
        paid by the Trust.

        IN WITNESS WHEREOF, the Company has singed this Plan document as of
February 25, 2003.

                                          CHARTER ONE BANK, N.A.,
                                          a national banking association.

                                          By: /s/ George M. Bourgon, Jr.
                                          -------------------------------
                                          Title: Senior Vice President of
                                                 Administrative Services


                                       24

</TEXT>
</DOCUMENT>
