<PAGE>
                                                                    Exhibit 10.3

        ASSIGNMENT OF LIFE INSURANCE POLICY, TERMINATION OF SPLIT-DOLLAR
               AGREEMENT & SATISFACTION OF COLLATERAL ASSIGNMENT

WHEREAS, on June 2, 1999, Jeffrey A. Cole (the "Settlor") entered into an
agreement with Jo Merrill (the "Trustee") creating a trust (the "Trust") for the
primary benefit of Joseph E. Cole, II (the "Beneficiary"); and

WHEREAS, the Trustee owns a life insurance policy on the life of the Settlor,
designated policy number N056058910, issued by The Nationwide Life Insurance
Company (the "Policy"); and

WHEREAS, on June 4, 1999, Cole National Corporation (the "Company") and the
Trustee entered into a Split-Dollar Agreement and a Collateral Assignment, each
of which was amended and restated in their entirety on January 25, 2002
(respectively, the "Split-Dollar Agreement" and the "Collateral Assignment");
and

WHEREAS, the Agreements provide the Company with certain rights to and interests
in the Policy; and

WHEREAS, the Trustee believes it would be prudent to transfer and assign the
Policy to the Company and to terminate the Agreements, provided that the Company
and the Beneficiary release and discharge the Trustee in the manner hereinafter
set forth, which the Company and the Beneficiary are willing to do;

NOW, THEREFORE, in consideration of the premises and mutual promises contained
herein:

(1)      The Trustee hereby transfers and assigns the Policy to the Company
subject to the Collateral Assignment, and agrees to cooperate with the Company
and to take whatever actions may be necessary in the future to effectuate such
transfer and assignment (the "Assignment"), and hereby terminates the
Split-Dollar Agreement (the "Termination"). The Trustee forever discharges and
releases the Company from any and all claims, causes of action and liabilities
in any way relating to the Split-Dollar Agreement, the Collateral Assignment,
the Assignment and the Termination.

(2)      The Company, on behalf of itself and its successors and assigns,
consents to the Assignment, agrees that the Assignment is in full satisfaction
of all of the Company's interests and rights under the Split-Dollar Agreement
and the Collateral Assignment, and forever discharges and releases the Trustee,
the Settlor, and the Beneficiary from any and all claims, causes of action and
liabilities in any way relating to the Split-Dollar Agreement, the Collateral
Assignment, the Assignment and the Termination.

(3)      The Beneficiary represents that he has been offered all material
information in connection with the administration and affairs of the Trust in
connection with the Agreement, and consents to the Assignment, and on behalf of
himself, his estate, his heirs and assigns, hereby forever releases and
discharges the Trustee and the Company from any and all claims, causes of action

<PAGE>

                                                                    Exhibit 10.3

and  liabilities  in  any  way  relating  to  the  Split-Dollar  Agreement,  the
Collateral Assignment, the Assignment and the Termination.

(4)      The Settlor, on behalf of himself, his estate, his heirs and assigns,
hereby forever releases and discharges the Trustee and the Company from any and
all claims, causes of action and liabilities in any way relating to the
Split-Dollar Agreement, the Collateral Assignment, the Assignment and the
Termination.

IN WITNESS WHEREOF, the following have executed this Agreement in counterparts,
as of the 7th day of July, 2003.

                                                 /s/ Jo Merrill
                                                 -------------------------------
                                                 Jo Merrill, as Trustee

                                                 /s/ Jeffrey A. Cole
                                                 -------------------------------
                                                 Jeffrey A. Cole, Settlor

                                                 /s/ Joseph E. Cole II
                                                 -------------------------------
                                                 Joseph E. Cole, II, Beneficiary

                                                 COLE NATIONAL CORPORATION

                                                 By: /s/ Leslie D. Dunn
                                                     ---------------------------

                                                 Title: Senior Vice President

RECEIVED BY THE NATIONWIDE
INSURANCE COMPANY

By: ________________________________

Title: _____________________________

<PAGE>

                                                                    Exhibit 10.3

STATE OF NEVADA    )
                   )     ss.:
COUNTY OF CLARK    )

         On this 7th day of July, 2003 before me personally came JO MERRILL,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument, and she
duly acknowledged to me that she executed the same in his capacity, and that by
her signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.

                                                  /s/ Kimberly S. James
                                                  ------------------------------
                                                  Notary Public

STATE OF OHIO      )
                   )     ss.:
COUNTY OF CUYAHOGA )

         On this            day of                                      , 2003
before me personally came JEFFREY A. COLE, personally known to me or proved to
me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument, and he duly acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.

                                                  /s/ Linda J. Lee
                                                  ------------------------------
                                                  Notary Public

<PAGE>

                                                                    Exhibit 10.3

STATE OF NY        )
                   )     ss.:
COUNTY OF NY       )

         On this 8th day of July, 2003 before me personally came JOSEPH E. COLE,
II, personally known to me or proved to me on the basis of satisfactory evidence
to be the individual whose name is subscribed to the within instrument, and he
duly acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.

                                                  /s/ Barbara E. Rasch
                                                  ------------------------------
                                                  Notary Public

STATE OF OHIO      )
                   )     ss.:
COUNTY OF CUYAHOGA )

         On this 16th day of July, 2003 before me personally came Leslie D.
Dunn, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument,
and he duly acknowledged to me that he executed the same in his capacity, and
that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.

                                                  /s/ Linda J. Lee
                                                  ------------------------------
                                                  Notary Public