COLE NATIONAL CORP /DE/
EX-10.57 AMENDED/RESTATED SPLIT DOLLAR AGREEMENT
<DOCUMENT>
<TYPE>EX-10.57
<SEQUENCE>4
<FILENAME>l93531aex10-57.txt
<DESCRIPTION>EX-10.57 AMENDED/RESTATED SPLIT DOLLAR AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.57
                                                                   -------------


                   AMENDED AND RESTATED SPLIT-DOLLAR AGREEMENT


                  THIS AMENDED AND RESTATED SLIT-DOLLAR AGREEMENT (the
"Agreement") is made and entered into as of the 25th day of January, 2002, by
and between Cole National Corporation., a Delaware corporation, with principal
offices and place of business in the State of Ohio (the "Corporation"), and Jo
Merrill, as Trustee of the Jeffrey A. Cole Insurance Trust (the "Trust") dated
June 2, 1999 (said Trustee and its successors are hereinafter referred to as the
"Trustee").

                                   WITNESSETH:
                                   -----------

                  WHEREAS, the Corporation and the Trustee entered into a
Split-Dollar Agreement dated as of the 4th day of June, 1999 (the "Original
Agreement"), which will be amended, restated and superseded in its entirety by
this Agreement;

                  WHEREAS, Jeffrey A. Cole (the "Insured"), as the Chairman and
Chief Executive Officer of the Corporation, is a valued officer, director and
employee of the Corporation, and the Corporation desires to retain him in such
capacity;

                  WHEREAS, the Insured has established the Trust to provide for
the distribution to the beneficiaries of the Trust of the proceeds of certain
life insurance protection;

                  WHEREAS, such life insurance protection, payable upon the
death of the Insured, will continue to be provided under a policy of life
insurance insuring the life of the Insured (the "Policy"), which is described in
Exhibit A attached hereto and by this reference is made a part hereof, and which
was issued by The Nationwide Life Insurance Company (the "Insurer");

                  WHEREAS, as an inducement to the continued employment of the
Insured with the Corporation, the Corporation desires to assist the Insured with
his personal life insurance program by entering into this Agreement with the
Trustee;

                  WHEREAS, the Corporation desires to pay the entire amount of
the premium or premiums due on the Policy as an additional employment benefit
for the Insured, on the terms and conditions hereinafter set forth;

                  WHEREAS, in order to secure the repayment to the Corporation
of the amounts which it will pay toward the premiums on the Policy, the Trustee
has collaterally assigned the Policy to the Corporation under the Collateral
Assignment between the Corporation and Trustee dated June 4, 1999, which
Collateral Assignment is amended, restated and superseded in its entirety by the
Amended and Restated Collateral Assignment attached hereto as Exhibit B and by
this reference is made a part hereof (the "Collateral Assignment'); and

                  WHEREAS, the Trustee possesses all incidents of ownership in
and to the Policy.

         NOW, THEREFORE, in consideration of the premises and of the mutual
promises contained herein, the parties hereto agree as follows:


<PAGE>

         1. PURCHASE OF POLICY. The Trustee has purchased the Policy from the
Insurer in the total face amount of $4,000,000. The parties hereto have taken
all necessary actions to cause the Insurer to issue the Policy, and shall take
any further actions which may be necessary to cause the Policy to conform to the
provisions of this Agreement. The parties hereto agree that the Policy shall be
subject to the terms and conditions of this Agreement and of the Collateral
Assignment filed with the Insurer as provided in Section 4 hereof.

         2. OWNERSHIP OF POLICY. The Trustee shall be the sole and absolute
owner of the Policy, and may exercise all ownership rights granted to the owners
thereof by the terms of the Policy, except as may otherwise be provided herein.

         3. PAYMENT OF PREMIUMS.

            a. Whether or not the Insured is employed by the Corporation, until
the Return of Premium has occurred, as provided in Section 8.a. hereof, on or
before June 2nd of each year the Corporation shall continue to pay the premium
to the Insurer, and shall, upon request, promptly furnish the Insured and the
Trustee evidence of timely payment of such premium. For purposes of this
Agreement, unless otherwise agreed upon by the Corporation and the Trustee,
"premium" shall mean an annual premium sufficient to maintain coverage under the
Policy to the Insured's age of 95, and a death benefit equal to the total of
$4,000,000 (the "Coverage") plus the amounts due to the Corporation under
Section 4 hereof, using the Insurer's then current mortality and expense charges
and a gross interest crediting rate of seven percent (7%); provided, however,
that the annual premium due for each year beginning in the 4th year of the
Policy (2002) and continuing through the 10th year of the Policy (2008) shall
not be less than $365,940; and provided, further, that the premium shall not
exceed such amount as would cause the Policy not to be considered a "life
insurance contract" under Section 7702 of the Internal Revenue Code of 1986, as
amended (the "Code"), less $1.00. The Corporation shall annually furnish the
Insured a statement of the amount of income reportable by the Insured for
federal and state income tax purposes, if any, as a result of the insurance
protection provided under the Policy or for any other reason with respect to the
Policy.

            b. The financial obligations of the Corporation under this Agreement
shall be limited to the payment of the premium or premiums described in this
Section, and the Corporation does not have or assume any liability or
responsibility with respect to the obligations of the Insurer under the Policy
or otherwise. Without limiting the generality of the foregoing, it is
specifically provided that in the event of the insolvency or other default of
payment by either the Insurer or the Trustee, the Corporation shall have no
responsibility to make any payment to the Trust, the Trustees, the Insured or
any other person or entity to whom either the Insurer or the Trustee has an
obligation, and any person or entity claiming entitlement to payments under the
Policy may look only to the assets of the Insurer and any person or entity
claiming entitlement to payments under the Trust may look only to the assets of
the Trust.

            c. Dividends payable under the Policy shall be used to purchase
paid-up additional insurance protection.

         4. REPAYMENT OF PREMIUM PAYMENTS TO CORPORATION; COLLATERAL ASSIGNMENT.




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<PAGE>

            a. The Corporation is entitled, in accordance with the provisions of
this Agreement, to the repayment to it of all of the premium or premiums it pays
on the Policy as provided in Section 3 hereof. To secure the repayment to the
Corporation of the amount of the premium or premiums on the Policy paid by it
hereunder, the Trustee has assigned the Policy to the Corporation as collateral
under the Collateral Assignment. The Collateral Assignment shall not be
terminated, altered or amended by the Trustee without the express written
consent of the Corporation.

            b. At such time as the Corporation has received its Return of
Premium as provided in Section 8 hereof, this Agreement and the Collateral
Assignment shall terminate and the Corporation shall have no further obligation
hereunder.

         5. CORPORATION'S INTEREST IN THE POLICY.

            a. The Corporation shall continue to have an interest in the Policy
equal to the amount of all of the premium or premiums it has paid under Section
3 hereof, until such time as the Corporation has received its Return of Premium
as provided in Section 8 hereof.

            b. The Corporation may pledge or assign its interest in the Policy,
subject to the terms and conditions of this Agreement, for the sole purpose of
securing a loan from a third party other than the Insurer or any affiliate of
the Insurer. The amount of such loan, including accumulated interest thereon,
shall not exceed the lesser of (i) the amount of the premium or premiums on the
Policy paid by the Corporation hereunder or (ii) the cash surrender value of the
Policy as of the date of the loan. Interest charges on such loan shall be paid
by the Corporation. If the Corporation so encumbers the Policy then, upon the
death of the Insured or upon termination of this Agreement, the Corporation
shall promptly take all action necessary to secure the release or discharge of
such encumbrance.

            c. The Trustee has named the Corporation as a beneficiary under the
Policy until such time as the Corporation has received its Return of Premium as
provided in Section 8 hereof.

         6. LIMITATIONS ON TRUSTEE'S RIGHTS IN POLICY.

            a. Except as otherwise provided herein, the Trustee shall not sell,
assign, transfer, borrow against, surrender or cancel the Policy, nor change the
beneficiary designation provision thereof as such beneficiary designation
relates to the Corporation's interest in the Policy described in Section 5
hereof, without, in any such case, the express written consent of the
Corporation.

            b. Notwithstanding any provision hereof to the contrary, the Trustee
shall have the right to pledge or assign all of its right, title and interest in
the Policy, subject to the Collateral Assignment. The Trustee may exercise this
right by executing a written assignment delivered to the Insurer on a form
acceptable to the Insurer, and delivering a copy of this form to the
Corporation. Upon receipt of such form, executed by the Trustee and duly
accepted by the assignee thereof, the Corporation shall consent thereto in
writing, and shall thereafter treat such assignee as the sole owner of all of
the Trustee's right, title and interest in and to the Policy,


                                       3
<PAGE>

subject to this Agreement and the Collateral Assignment, all such rights being
vested in and exercisable only by such assignee.

         7. COLLECTION OF DEATH PROCEEDS.

            a. Upon the death of the Insured, the Corporation shall cooperate
with the Trustee and any other beneficiary or beneficiaries designated by the
Trustee to take whatever action is necessary to collect the death benefit
provided under the Policy.

            b. Upon the death of the Insured, the Corporation shall have the
unqualified right to receive a portion of such death benefit equal to its Return
of Premium. The balance of the death benefit provided under the Policy, if any,
shall be paid to the Trust or directly to any other beneficiary or beneficiaries
designated by the Trustee, in the manner and in the amount or amounts provided
in the beneficiary designation provision of the Policy. In no event shall the
amount payable to the Corporation hereunder exceed the Policy proceeds payable
at the death of the Insured. No amount shall be paid from such death benefit to
the Trust or to any other beneficiary or beneficiaries designated by the Trustee
until the full amount due the Corporation hereunder has been paid. The parties
hereto agree that the beneficiary designation provision of the Policy conforms
to the provisions hereof. When the death benefit has been collected and paid as
provided herein and the Corporation has received its Return of Premium as
provided in Section 8 hereof, this Agreement and the Collateral Assignment shall
thereupon terminate and the Corporation shall have no further obligation
hereunder.

            c. Notwithstanding any provision hereof to the contrary, in the
event that, for any reason whatsoever, no death benefit is payable under the
Policy upon the death of the Insured and in lieu thereof the Insurer refunds all
or any part of the premium or premiums paid for the Policy, the Corporation
shall have the unqualified right to receive a portion of such refund equal to
the total amount of the premiums paid by the Corporation hereunder, but not in
excess of the amount of such refund.

         8. TERMINATION OF THE AGREEMENT PRIOR TO DEATH OF INSURED, ETC.

            a. During the Insured's lifetime the Corporation shall be entitled
to receive from the Insurer the amount of cash surrender proceeds up to the
Corporation's entire aggregate premium paid ("Return of Premium") under the
Policy without notice to the Insured at any time on or after June 2, 2016, if
and only if, following the Return of Premium, the Policy has assets sufficient
to maintain Coverage to the Insured's age 95 using the Insurer's then current
mortality and expense charges and assuming a gross interest crediting rate of
seven percent (7%) per annum at all times following the Return of Premium. At
such time as the Corporation receives its Return of Premium, this Agreement and
the Collateral Assignment shall terminate and the Corporation shall have no
further obligation hereunder.

            b. The Trustee may terminate this Agreement by written notice to the
Corporation signed by the Trustee. Such termination shall be effective as of the
date of such notice.

            c. Notwithstanding any other provision of this Agreement, (i) in the
event of a "change of control" as that term is defined in Section 6(c) of the
Employment Agreement dated


                                       4
<PAGE>

as of December 17, 1998 among the Corporation, four of its subsidiaries and the
Insured as such agreement may be amended from time to time (the "Employment
Agreement") or (ii) upon the termination of the Insured's employment with such
subsidiaries for any reason not enumerated in Section 6(a)(i), (ii), (iii) or
(iv) of the Employment Agreement (a "termination event"), then:

                (A) No later than 5 business days after a change of control of
            the Corporation or a termination event, the Corporation shall pay an
            additional amount to the Trustee sufficient to enable the Trustee to
            pay all additional premiums necessary to provide life insurance
            Coverage to Insured's age 95 using the Insurer's then current
            mortality and expense charges and a gross interest crediting rate of
            seven percent (7%), as of the date of the change of control or a
            termination event, as the case may be.

                (B) For purposes of determining the amount of such additional
            payment or release necessary to fund the death benefits described in
            this Section 8(c), the Insurer's then current mortality and expense
            charges and a gross interest crediting rate of seven percent (7%)
            shall be used.

                (C) In the event any payment under (A) causes or is deemed to
            cause the Policy to become a "modified endowment contract" as such
            term is defined in Section 7702A of the Code, then upon any payment
            of income or excise tax by the Insured or the Trustee with respect
            to such Policy, no later than 5 business days after any such payment
            the Corporation shall pay an additional payment to the Insured or
            the Trustee sufficient to reimburse the Insured or the Trustee for
            such taxes, including any penalties and interest.

                (D) In the event any payment under (A) or (C) is deemed to be
            taxable income and/or gifts to the Insured or the Trust pursuant to
            applicable tax law or regulation, the Corporation shall furnish the
            Insured and the Trustee with written notice of the amount of taxable
            income. The Corporation shall further pay additional compensation to
            the Insured or the Trustee, as the case may be, in an amount
            sufficient to pay any applicable income taxes, and/or gift taxes,
            interest and penalties relating to the payments under (A) and/or (C)
            and the additional compensation. In addition, each payment of
            premium and payment to the Insured and/or the Trustee under this
            Section 8(c) shall constitute a "Payment" under the provisions of
            Section 7 of the Employment Agreement.

            d. (i) Notwithstanding any other provision of this Agreement, in the
event the Corporation takes any action which causes or is deemed to cause the
Policy to become a "modified endowment contract" as defined in Section 8(c)(C),
then upon payment of income or excise tax by the Trustee with respect to such
Policy, no later than 5 business days after any such action the Corporation
shall pay an additional payment to the Trustee sufficient to reimburse the
Trustee for such taxes, including any penalties and interest.

               (ii) In the event any payment by the Corporation as provided in
Subsection (d)(i) is deemed to be taxable income and/or gifts to the Insured or
the Trust pursuant to applicable tax law or regulation, the Corporation shall
furnish the Insured and the


                                       5
<PAGE>

Trustee with written notice of the amount of taxable income. The Corporation
shall further pay additional compensation to the Insured or the Trustee, as the
case may be, in an amount sufficient to pay any applicable income taxes, and/or
gift taxes, interest and penalties relating to the payment and the additional
compensation. In addition, each payment to the Insured and/or the Trustee under
this Section 8(d) shall constitute a "Payment" under the provisions of Section 7
of the Employment Agreement.

            e. The Corporation and the Trustee each agree not to take any action
without the consent of the other that causes the Policy to become a "modified
endowment contract," as defined in Section 8(c)(C).

         9. DISPOSITION OF THE POLICY ON TERMINATION OF THE AGREEMENT DURING THE
INSURED EMPLOYEE'S LIFETIME.

            a. For 60 days after the date of the termination of this Agreement
during the Insured's lifetime, the Trustee shall have the option of obtaining
the release of the Collateral Assignment. To obtain such release, the Trustee
shall repay to the Corporation the total amount of the premium payments made by
the Corporation hereunder. Upon receipt of such amount, the Corporation shall
release the Collateral Assignment, by the execution and delivery of an
appropriate instrument of release.

            b. If the Trustee fails to exercise such option within such 60 day
period, then, at the request of the Corporation, the Trustee shall execute any
document or documents required by the Insurer to transfer the interest of the
Trustee in the Policy to the Corporation. Thereafter, the Trustee and the Trust
shall have no further interest in and to the Policy, either under the terms
thereof or under this Agreement, except as specifically provided herein.
Alternatively, the Corporation may enforce its right to be repaid the amount of
the premiums on the Policy paid by it from the cash surrender value of the
Policy under the Collateral Assignment; provided that in the event the cash
surrender value of the Policy exceeds the amount due the Corporation, such
excess shall be paid to the Trustee. Any payments to the Corporation from the
Policy as provided in the preceding sentence shall first be made from the
Policy's cash value attributable to the paid-up additional life insurance
purchased by the Policy's dividends.

         10. INSURER NOT A PARTY. The Insurer shall be fully discharged from its
obligations under the Policy by payment of the Policy death benefit to the
beneficiary or beneficiaries named in the Policy, subject to the terms and
conditions of the Policy. In no event shall the Insurer be considered a party to
this Agreement, or any modification or amendment hereof. No provision of this
Agreement, nor of any modification or amendment hereof, shall in any way be
construed as enlarging, changing, varying, or in any other way affecting the
obligations of the Insurer as expressly provided in the Policy, except so far as
the provisions hereof are made a part of the Policy by the Collateral Assignment
executed by the Trustee and filed with the Insurer in connection herewith.

         11. ERISA PROVISIONS; DETERMINATION OF BENEFITS, CLAIMS PROCEDURE;
ADMINISTRATION. The following provisions of this Agreement are intended to meet
the requirements of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").


                                       6
<PAGE>

             a. The Corporation is hereby designated as the administrator under
this Agreement. The administrator shall have the authority to control and manage
the operation and administration of this Agreement, shall have the sole and
absolute discretion to interpret the provisions of this Agreement (including,
without limitation, by supplying omissions from, correcting deficiencies in, or
resolving inconsistencies or ambiguities in, the language of this Agreement) and
shall make any determinations and findings (including factual determinations and
findings) with respect to the rights of the parties hereunder as may be required
for the purposes of this Agreement.

             b. (1) CLAIM. A person who believes that he, she or it is being
denied a benefit to which he, she or it is entitled under this Agreement (a
"Claimant") may file a written request for such benefit with the Corporation,
setting forth his, her or its claim. The request may be addressed to the
Secretary of the Corporation at its then principal place of business.

             (2) CLAIM DECISION. Upon receipt of a claim, the Compensation
       Committee of the Board of Directors of the Corporation shall provide the
       Claimant with a written determination within 90 days. The Compensation
       Committee may, however, extend the reply period for an additional 90 days
       for reasonable cause. If the claim is denied in whole or in part, the
       Compensation Committee shall provide a written determination setting
       forth: (a) the specific reason or reasons for such denial; (b) the
       specific reference to pertinent provisions of this Agreement on which
       such denial is based; (c) a description of any additional material or
       information necessary for the Claimant to perfect his, her or its claim
       and an explanation why such material or such information is necessary;
       (d) appropriate information as to the steps to be taken if the Claimant
       wishes to submit the claim for review; and (e) the time limits for
       requesting a review under subsection (3) and for review under subsection
       (4) hereof.

             (3) REQUEST FOR REVIEW. Within 60 days after the receipt by the
       Claimant of the written determination described above, the Claimant may
       request in writing that the Board of Directors of the Corporation (the
       "Board") review the determination of the Compensation Committee. Such
       request must be addressed to the Secretary of the Corporation, at his
       then principal place of business. The Claimant or his, her or its duly
       authorized representative may, but need not, review the pertinent
       documents and submit issues and comments in writing for consideration by
       the Board. If the Claimant does not request a review of the Compensation
       Committee's determination within such 60-day period, the Claimant shall
       be barred and estopped from challenging such determination.

             (4) REVIEW OF DECISION. Within 60 days after the Secretary's
       receipt of a request for review, the Board will review the Compensation
       Committee's determination. After considering all materials presented by
       the Claimant, the Board will provide a written determination setting
       forth the specific reasons for the decision and containing specific
       references to the pertinent provisions of this Agreement on which the
       decision is based. If special circumstances require that the 60-day
       period be extended, the Board will so notify the Claimant and will render
       the decision as soon as possible, but no later than 120 days after
       receipt of the request for review.

             c. The Corporation is the named fiduciary under the Agreement.


                                       7
<PAGE>

             d. The funding procedure under the Agreement is that all premiums
on the Policy be remitted to the Insurer from the Corporation when due, as
provided in Section 3 of this Agreement.

             e. The basis of payment of benefits under the Agreement is the
direct payment of benefits by the Insurer, with such benefits to be based on the
payment of premiums as provided in Section 3 of this Agreement.

         12. ORIGINAL AGREEMENT. The provisions of this Agreement amend, restate
and supersede the provisions of the Original Agreement.

         13. AMENDMENT. This Agreement may not be amended, altered or modified,
except by a written instrument signed by the parties hereto, or their respective
successors or assigns, and may not be otherwise terminated except as provided
herein.

         14. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the Corporation and its successors and permitted assigns, and the
Trustee, its successors, permitted assigns, heirs, executors, administrators and
beneficiaries.

         15. NOTICES. Any notice required or permitted to the given under this
Agreement is to be in writing and either given by personal delivery or deemed to
be delivered three (3) days after deposit, postage pre-paid, in the U.S.
certified or registered mail, return receipt requested, addressed as follows:

                  If to the Corporation:       Cole National Corporation
                                               5915 Landerbrook Drive
                                               Mayfield Hts., Ohio 44124
                                               Attention:  General Counsel

                  with a copy to:              Jeffrey A. Cole
                                               5200 Three Village Drive
                                               Lyndhurst, Ohio 44124

                  If to the Trustee:           Jo Merrill
                                               5915 Landerbrook Drive
                                               Mayfield Heights, Ohio 44124

or at such other address as is specified in written notice given in the manner
required in this Agreement.

         16. NO EMPLOYMENT AGREEMENT. This Agreement shall not be deemed to
constitute a contract of employment between the Corporation and the Insured, nor
shall any provision of this Agreement restrict the right of the Corporation to
discharge the Insured, or restrict the right of the Insured to terminate
employment.

         17. GOVERNING LAW. This Agreement, and the rights of the parties
hereunder, shall be governed by and construed in accordance with the laws of the
State of Ohio without regard to conflicts of laws.




                                       8
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
counterparts, as of the day and year first above written.

Date:  January 25, 2002      /s/  Jo Merrill
       ----------------      ------------------------
                             Trustee of the Jeffrey A. Cole Insurance Trust

                             COLE NATIONAL CORPORATION

                             By: /s/ Leslie D. Dunn
                                 -----------------------------
                             Title: Senior Vice President
                                    --------------------------



                                       9

<PAGE>


                                                                       Exhibit A
                                                                       ---------


                                  POLICY TERMS


         The following life insurance policy is subject to the attached
Split-Dollar Agreement:

Insurer:                        The Nationwide Life Insurance Company

Insured:                        Jeffrey A. Cole

Policy Number:                  N056058910

Face Amount:                    $4,000,000

Date of Issue:                  June 2, 1999



<PAGE>
                                                                       Exhibit B
                                                                       ---------


                   AMENDED AND RESTATED COLLATERAL ASSIGNMENT


                  For value received, Jo Merrill, as Trustee of the Jeffrey A.
Cole Insurance Trust under the Trust Agreement dated June 2, 1999 (the
"Assignor"), hereby assigns and transfers to Cole National Corporation, a
Delaware corporation (the "Assignee"), Policy Number N056058910 issued by The
Nationwide Life Insurance Company (the "Insurer") and any supplementary
contracts issued in connection therewith (collectively, the "Policy") upon the
life of Jeffrey A. Cole (the "Insured"), solely to the extent of the lesser of
(i) the total of any and all amounts heretofore or hereafter paid or advanced by
the Assignee for the payment of premiums or a portion of the premiums thereon;
or (ii) upon surrender of the Policy other than upon the death of the Insured,
the cash surrender value of the Policy increased by any outstanding Policy loans
to the Trustee ((i) or (ii) shall hereafter be referred to as the "Assignee's
Interest"), subject to all the terms and conditions of the Policy and to all
superior liens, if any, which the Insurer may have against the Policy. The
Assignor by this instrument, and Assignee by the acceptance of the assignment,
hereby agree to the conditions and provisions herein set forth.

                  1. The Assignor is the owner of the Policy and may exercise
any and all rights of ownership with respect thereto, except as otherwise
specifically provided herein. It is expressly agreed that only the following
specific rights are included in this assignment and pass by virtue hereof to the
Assignee and may be exercised solely by the Assignee:

                  (a) The right to collect the net proceeds of the Policy when
         it becomes a claim, by the death the Insured, up to the amount of the
         Assignee's Interest.

                  (b) The right to obtain, upon surrender of the Policy by the
         Assignor, the amount of the cash surrender proceeds up to the amount of
         the Assignee's Interest.

                  (c) The right to pledge or assign the Policy as security for a
         loan from a third party.

                  (d) The right to obtain the amount of the cash surrender
         proceeds up to the amount of the Assignee's Interest ("Return of
         Premium") under the Policy without notice to the Insured at any time on
         or after June 2, 2016, if and only if, following the Return of Premium,
         the Policy has sufficient assets to maintain Coverage (as such term is
         defined in the Amended and Restated Split-Dollar Agreement dated
         _____________, 2002 between the Assignee and the Assignor) to the
         Insured's age 95 using the Insurer's then current mortality and expense
         charges and assuming a gross interest crediting rate of seven percent
         (7%) per annum at all times following the Return of Premium.

                  2. The Insurer is hereby authorized to recognize the
Assignee's claims to rights hereunder without investigating the reason for any
action taken by the Assignee, or the giving of any notice, or the application to
be made by the Assignee of any amounts to be paid to the Assignee. The receipt
of the Assignee for any sums received shall be a full discharge and release
therefor to the Insurer.



<PAGE>


      Executed as of this 25th day of January, 2002.



                                  /s/ Jo Merrill
                                ------------------------------------------------
                                Trustee of the Jeffrey A. Cole Insurance Trust

                                COLE NATIONAL CORPORATION

                                By  /s/ Leslie D. Dunn
                                   ---------------------------------------------
                                Title: Senior Vice president
                                      ------------------------------------------


                                       2

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