Exhibit 10.58



 




Exhibit 10.58




COMPLIANCE AMENDMENT

TO



COLE NATIONAL CORPORATION 401(k) PLAN (the “Plan”)



This Amendment to the Plan is adopted to comply with final and temporary
regulations issued under Code Section 401(a)(9).



SECTION 1

DEFINITIONS




	1.1	  	Definitions





For purposes of this Amendment the following terms have the following
meanings. Except as otherwise specifically provided herein, any term defined
in Section 1.1 of the Plan has the meaning given such term in such Section.



A Participant’s “designated beneficiary” means the individual who is
designated as the Participant’s Beneficiary under Article XVII of the Plan and
is the designated beneficiary under Code Section 401(a)(9) and Section
1.401(a)(9)-1, Q&A-4, of the Treasury regulations.



A “distribution calendar year” means a calendar year for which a minimum
distribution is required. For distributions beginning before the Participant’s
death, the first “distribution calendar year” is the calendar year immediately
preceding the calendar year which contains the Participant’s Required
Beginning Date. For distributions beginning after the Participant’s death, the
first “distribution calendar year” is the calendar year in which distributions
are required to begin under Section 3.2 of this Amendment. The required
minimum distribution for the Participant’s first “distribution calendar year”
will be made on or before the Participant’s Required Beginning Date. The
required minimum distribution for other “distribution calendar years”,
including the required minimum distribution for the “distribution calendar
year” in which the Participant’s Required Beginning Date occurs, will be made
on or before December 31 of that “distribution calendar year”.



A Participant’s or Beneficiary’s “life expectancy” means his life expectancy
as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the
Treasury regulations.



A “Participant’s account balance” means the Account balance as of the last
Valuation Date in the calendar year immediately preceding the “distribution
calendar year” (the “valuation calendar year”) increased by the amount of any
contributions made and allocated or forfeitures allocated to the Account
balance as of dates in the “valuation calendar year” after the Valuation Date
and decreased by distributions made in the “valuation calendar year” after
the Valuation Date. The Account balance for the “valuation calendar year”
includes any amounts rolled over or transferred to the Plan






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either in the “valuation calendar year” or in the “distribution calendar
year” if distributed or transferred in the “valuation calendar year”.



SECTION II

GENERAL RULES




	2.1	  	Effective Date





The provisions of this Amendment will apply for purposes of
determining required minimum distributions for calendar years beginning
with the 2003 calendar year.




	2.2	  	Precedence





The requirements of this Amendment will take precedence over any
inconsistent provisions of the Plan.




	2.3	  	Requirements of Treasury Regulations Incorporated





All distributions required under the Plan and this Amendment will be
determined and made in accordance with the Treasury regulations under Code
Section 401(a)(9).




	2.4	  	TEFRA Section 242(b)(2) Elections





Notwithstanding the other provisions of this Amendment. distributions may be
made under a designation made before January 1, 1984, in accordance with
Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and
the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.



SECTION III

TIME AND MANNER OF DISTRIBUTION




	3.1	  	Required Beginning Date





A Participant’s entire interest will be distributed, or begin to
be distributed, to the Participant no later than the Participant’s
Required Beginning Date.




	3.2	  	Death of Participant Before Distributions Begin





If a Participant dies before distributions begin, the Participant’s entire
interest will be distributed, or begin to be distributed as follows:






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	(a)	  	If the Participant’s surviving spouse is the Participant’s sole
“designated beneficiary”, distributions will begin by December 31 of the
calendar year immediately following the calendar year in which the
Participant died, or by December 31 of the calendar year in which the
Participant would have attained age 70 1/2, if later, unless the surviving
spouse has made an election to apply the 5-year rule.






	(b)	  	If the Participant’s surviving spouse is not the Participant’s sole
“designated beneficiary”, distributions will commence in accordance with the
5-year rule unless the “designated beneficiary” has made an election to apply
the “life expectancy” rule. An election to apply the “life expectancy” rule
must be made no later than the earlier of September 30 of the calendar year in
which the distributions would be required to begin under the “life expectancy”
rule, or by September 30 of the calendar year that contains the fifth
anniversary of the Participant’s ( or, if applicable, the surviving spouse’s)
death.






	(c)	  	If there is no “designated beneficiary” as of September 30 of the year
following the year of the Participant’s death, the Participant’s entire
interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death.






	(d)	  	If the Participant’s surviving spouse is the Participant’s sole
“designated beneficiary” and the surviving spouse dies after the
Participant but before distributions to the surviving spouse begin,
this section 3.2, other than section 3.2(a), will apply as if the
surviving spouse were the Participant.





For purposes of this Section 3.2 and Section V, unless Section 3.2(d)
applies, distributions are considered to begin on the Participant’s Required
Beginning Date. If Section 3.2(d) applies, distributions are considered to
begin on the date distributions are required to begin to the surviving spouse
under Section 3.2(a). If distributions under an annuity purchased from an
insurance company irrevocably commence to the Participant before the
Participant’s Required Beginning Date ( or to the Participant’s surviving
spouse before the date distributions are required to begin to the surviving
spouse under Section 3.2(a)), the date distributions are considered to begin is
the date distributions actually commence.




	3.3	  	Transition Rule for a Designated Beneficiary Receiving Distributions
Under the 5-Year Rule to Elect Life Expectancy Distributions





A “designated beneficiary” who is receiving payments under the 5-year
rule may make a new election to receive payments under the “life expectancy”
rule until December 31,2003, provided that all amounts that would have been
required under the “life expectancy” rule for all “distribution calendar
years” before 2004 are distributed by the earlier of December 31, 2003 or the
end of the 5-year period.




	3.4	  	Forms of Distribution










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Unless the Participant’s interest is distributed in the form of an annuity
purchased from an insurance company or in a single sum on or before the
Required Beginning Date, as of the first “distribution calendar year”,
distributions will be made in accordance with Sections IV and V of this
Amendment. If the Participant’s interest is distributed in the form of an
annuity purchased from an insurance company, distributions thereunder will be
made in accordance with the requirements of Code Section 401(a) (9) and the
Treasury regulations.



SECTION IV

REQUIRED MINIMUM DISTRIBUTIONS

DURING PARTICIPANT’S LIFETIME




	4.1	  	Amount of Required Minimum Distribution For Each Distribution Calendar Year





During the Participant’s lifetime, the minimum amount that will be
distributed for each “distribution calendar year” is the lesser of:




	(a)	  	the quotient obtained by dividing the “Participant’s account balance” by
the distribution period in the Uniform Lifetime Table set forth in Section
1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of
the Participant’s birthday in the “distribution calendar year”; or






	(b)	  	if the Participant’s sole “designated beneficiary” for the
“distribution calendar year” is the Participant’s spouse, the quotient
obtained by dividing the “Participant’s account balance” by the number in
the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the
Treasury regulations, using the Participant’s and spouse’s attained ages as
of the Participant’s and spouse’s birthdays in the “distribution calendar
year”.






	4.2	  	Lifetime Required Minimum Distributions Continue Through Year of
Participant’s Death





Required minimum distributions will be determined under this Section IV
beginning with the first “distribution calendar year” and up to and including
the “distribution calendar year” that includes the Participant’s date of
death.



SECTION V

REQUIRED MINIMUM DISTRIBUTIONS

AFTER PARTICIPANT’S DEATH



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	5.1	  	Death On or After Date Distributions Begin





If a Participant dies on or after the date distributions begin, the following
rules shall apply.




	(a)	  	If there is a “designated beneficiary”, the minimum amount that will be
distributed for each “distribution calendar year” after the year of the
Participant’s death is the quotient obtained by dividing the “Participant’s
account balance” by the longer of the remaining “life expectancy” of the
Participant or the remaining “life expectancy” of the Participant’s
“designated beneficiary”, determined as follows:





	 	 	 	 	 	 	 
	 

	 	 	(1	)	 	The Participant’s remaining “life expectancy” is calculated using
the age of the Participant in the year of death, reduced by one for each
subsequent year.
	 

	 	 	 	 	 	 
	

	 	 	(2	)	 	If the Participant’s surviving spouse is the Participant’s sole
“designated beneficiary”, the remaining “life expectancy” of the
surviving spouse is calculated for each “distribution calendar year”
after the year of the Participant’s death using the surviving spouse’s
age as of the spouse’s birthday in that year. For “distribution calendar
years” after the year of the surviving spouse’s death, the remaining
“life expectancy” of the surviving spouse is calculated using the age of
the surviving spouse as of the spouse’s birthday in the calendar year of
the spouse’s death, reduced by one for each subsequent calendar year.
	 

	 	 	 	 	 	 
	

	 	 	(3	)	 	If the Participant’s surviving spouse is not the Participant’s
sole “designated beneficiary”, the “designated beneficiary’s”
remaining “life expectancy” is calculated using the age of the
beneficiary in the year following the year of the Participant’s
death, reduced by one for each subsequent year.








	(b)	  	If there is no “designated beneficiary” as of September 30 of the
year after the year of the Participant’s death, the minimum amount
that will be distributed for each “distribution calendar year” after
the year of the Participant’s death is the quotient obtained by
dividing the “Participant’s account balance” by the Participant’s
remaining “life expectancy” calculated using the age of the
Participant in the year of death, reduced by one for each subsequent
year.






	5.2	  	Death Before Date Distributions Begin





If the Participant dies before the date distributions begin, the following
rules shall apply.







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	(a)	  	If there is a “designated beneficiary”, distribution of the
“Participant’s account balance” will be made in accordance with Section 3.2(a)
or (b). If the “designated beneficiary” elects to apply the “life expectancy”
rule, the minimum amount that will be distributed for each “distribution
calendar year” after the year of the Participant’s death is the quotient
obtained by dividing the “Participant’s account balance” by the remaining “life
expectancy” of the Participant’s “designated beneficiary” , determined as
provided in Section 5.1 of this Amendment.






	(b)	  	If there is no “designated beneficiary” as of September 30 of the year
following the year of the Participant’s death, distribution of the
Participant’s entire interest will be completed by December 31 of the
calendar year containing the fifth anniversary of the Participant’s death.






	(c)	  	If the Participant dies before the date distributions begin, the
Participant’s surviving spouse is the Participant’s sole “designated
beneficiary”, and the surviving spouse dies before distributions are required
to begin to the surviving spouse under Section 3.2(a) of this Amendment, this
Section 5.2 will apply as if the surviving spouse were the Participant.





	 	 	 	 	 
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              EXECUTED
at     Twinsburg    ,
    Ohio    , this
16th day of
    December    ,     2003    .


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








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