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                                                                     EXHIBIT 4.7


                            COLE NATIONAL CORPORATION

                      RESTRICTED STOCK UNIT AWARD AGREEMENT
                      -------------------------------------

         Cole National Corporation (the "COMPANY") hereby grants you, as an
employee of the Company or a Subsidiary, the number of Restricted Stock Units
listed below your name on APPENDIX A attached to this agreement. Capitalized
terms that are used in this agreement are defined within this agreement or in
the attached glossary.

1.       RIGHTS TO GRANTED SHARES.
         -------------------------

         (a)      Your Restricted Stock Units represent the Company's promise to
                  deliver to you one-third (1/3rd) of the total number of your
                  Restricted Stock Units, less any Withholding Amount, in shares
                  of common stock of the Company (the "GRANTED SHARES") on each
                  of the three Vesting Dates listed on APPENDIX A, provided that
                  you continuously remain an employee of the Company or a
                  Subsidiary on the relevant Vesting Date, or the termination of
                  your employment results from one of the factors described in
                  Section 3.

         (b)      Following each Vesting Date, you will receive a certificate
                  that evidences your ownership of the Granted Shares which
                  vested on that Vesting Date, less the Withholding Amount, as
                  long as you are still an employee of the Company or a
                  Subsidiary, or your employment terminated because of one of
                  the reasons described in Section 3. Once you receive your
                  certificate, you will own the shares represented by that
                  certificate and they will not be forfeitable to the Company
                  for any reason.

2.       REQUIREMENT OF CONTINUED EMPLOYMENT.
         ------------------------------------

         (a)      Your right to Granted Shares in exchange for any unvested
                  Restricted Stock Units covered by this agreement will
                  immediately terminate and your unvested Restricted Stock Units
                  will be automatically forfeited without further notice on the
                  date that your employment with the Company or a Subsidiary
                  terminates, unless your termination is a result of one of the
                  reasons described in Section 3.

         (b)      Your employment will not be considered to have terminated, and
                  you will not forfeit your unvested Restricted Stock Units, if
                  your employment is transferred from the Company to any of its
                  Subsidiaries, between Subsidiaries or from a Subsidiary to the
                  Company.

3.       EXCEPTIONS TO REQUIREMENT OF CONTINUED EMPLOYMENT. Your right to
         receive Granted Shares in exchange for any unvested Restricted Stock
         Units covered by this agreement will not terminate and your unvested
         Restricted Stock Units will


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         not be forfeited upon the termination of your employment, if your
         termination is a result of one of the following factors:

         (a)      your death while you are employed by the Company or any
                  Subsidiary;

         (b)      your being certified as permanently and totally disabled under
                  the terms of the Company's long-term disability policy ("TOTAL
                  DISABILITY") while you are employed by the Company or any
                  Subsidiary;

         (c)      your Retirement (see Section 8); or

         (d)      your approved leave of absence, as determined in the sole
                  discretion of the Company (an "APPROVED LEAVE").

                  If any of the above occur, the date you receive your Granted
                  Shares, or the number of those shares that you will receive
                  following such a termination may change as described below:

                           (i) If your employment terminates because of your
                  death or Total Disability, your unvested Restricted Stock
                  Units will completely vest as of the date of your death or the
                  effective date of your Total Disability and you or your
                  beneficiary or estate, will receive a certificate for all of
                  the Granted Shares represented by your remaining unvested
                  Restricted Stock Units, less any Withholding Amount.

                           (ii) If your employment terminates because of your
                  Retirement, you will receive a prorated portion of your
                  remaining unvested Restricted Stock Units, less any
                  Withholding Amount. The portion of Granted Shares that you
                  will receive will be based on the number of whole months that
                  you were employed by the Company or a Subsidiary from (A) the
                  Date of Grant, if you have not yet reached the first Vesting
                  Date, or (B) the most recent Vesting Date, if you have reached
                  at least one Vesting Date, to the effective date of your
                  Approved Retirement.

                                    FOR EXAMPLE PURPOSES ONLY, assume that you
                                    have been granted 1,000 Restricted Stock
                                    Units on March 1, 2001. Your Vesting Dates
                                    would be March 1, 2002, March 1, 2003, and
                                    March 1, 2004. Assuming that you Retire on
                                    September 31, 2002, you would have already
                                    received 333 Granted Shares on the first
                                    Vesting Date of March 1, 2002. As of your
                                    Retirement, you would have worked 6 of the
                                    24 months that remain until your last
                                    Vesting Date. Therefore, you would receive
                                    6/24 of your 667 total remaining unvested
                                    Restricted Stock Units, which would equal
                                    166.75 shares. You would receive 166 shares,
                                    plus cash for the .75 share and less any
                                    Withholding Amount, upon your Retirement.


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                           (iii) During the time you remain on an Approved
                  Leave, your unvested Restricted Stock Units will continue to
                  earn credit for vesting as if you remained at work. However,
                  if you are on an Approved Leave on a Vesting Date, the Granted
                  Shares that you would have received on that date if you had
                  been at work will not vest and will not be issued to you until
                  you return to work with the Company or a Subsidiary at the end
                  of your Approved Leave. However, if you do not return to work
                  after your Approved Leave terminates, your Granted Shares will
                  not vest, unless the reason you do not return is your death,
                  Permanent Disability or Retirement.

4.       WITHHOLDING TAXES.
         ------------------

         (a)      The Company may be required to withhold federal, state, local
                  and/or foreign taxes in connection with any issuance of
                  Granted Shares under this agreement. To satisfy these
                  requirements, the Company will withhold from the total number
                  of Granted Shares you are to receive on a Vesting Date a
                  number of shares that has a total value equal to the required
                  Withholding Amount.

         (b)      If you want to have an amount greater than the Withholding
                  Amount withheld from the Granted Shares delivered to you on a
                  Vesting Date, you must pay the amount in excess over the
                  Withholding Amount to the Company in cash.

         (c)      On each Vesting Date, the Company may choose to give you cash
                  along with a certificate for your Granted Shares instead of
                  issuing to you less than a whole share of common stock that
                  might result after the Company withholds the Withholding
                  Amount from your Granted Shares.

5.       RESTRICTIONS ON TRANSFER.
         -------------------------

         (a)      You cannot transfer, sell, exchange, pledge or otherwise
                  dispose of your Restricted Stock Units, except to the Company.
                  If you transfer your Restricted Stock Units, the person you
                  transfer to will not have any rights in those Restricted Stock
                  Units, and they will not receive any Granted Shares on a
                  Vesting Date.

         (b)      Once a certificate evidencing Granted Shares is delivered to
                  you, you may trade, sell or otherwise transfer those shares in
                  any way you choose. We remind you that, consistent with
                  Company policy and the law, you may not buy or sell the
                  Company's stock based on your possession of material
                  information about the Company that has not been made available
                  to the public by the Company.

6.       NO EFFECT ON YOUR EMPLOYMENT RELATIONSHIP. This agreement does not
         change your employment relationship with the Company or a Subsidiary.
         This agreement



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         does not change your right or the right of the Company or any
         Subsidiary to terminate your employment at any time, for any reason,
         with or without cause.

7.       MISCELLANEOUS.
         --------------

         (a)      SECURITIES LAWS. The Company is relying on certain rules and
                  exemptions of the Securities and Exchange Commission to issue
                  freely tradable Granted Shares to you without registration.
                  While we do not expect these rules change, if they do, or if
                  the Company can no longer rely on these exemptions, the
                  Company may not be able to issue the Granted Shares to you
                  without violating the Securities Laws. If this happens, the
                  Company, will notify you, and as soon as reasonably possible
                  after your Vesting Date, will register the Granted Shares or,
                  at the Company's option, substitute cash for your Granted
                  Shares.

         (b)      ADJUSTMENTS. If it is necessary to prevent an increase or
                  decrease of the rights you have been granted by this agreement
                  resulting from certain types of transactions that the Company
                  may engage in, the Company may change the number or kind of
                  shares of common stock issuable to you under this agreement.
                  The types of transactions referred to in the previous sentence
                  are (i) stock dividends, stock splits, combination of shares,
                  recapitalization or other changes in the capital structure of
                  the Company, (ii) merger, consolidation, separation,
                  reorganization or partial or complete liquidation involving
                  the Company or (iii) other transactions or events having an
                  effect similar to any of those referred to in (i) or (ii)
                  above.

         (c)      AMENDMENTS. The Restricted Stock Units are being granted to
                  you under the terms of the Company's 1999 Broad Based Employee
                  Stock Plan (Amended and Restated February 28, 2001) (the
                  "PLAN"). Any amendment to the Plan will also be deemed to be
                  an amendment to this agreement to the extent that the
                  amendment is applicable to this agreement. However, no
                  amendment will be made that would negatively affect your
                  rights under any Restricted Stock Unit without your consent.

         (d)      GOVERNING LAW. The laws of the State of Ohio will govern this
                  agreement, without regard to rules regarding conflicts of
                  laws.

8.       GLOSSARY. When used in this agreement, the following terms have the
         meanings set forth below:

                  "DATE OF GRANT" means the date you were awarded the Restricted
                  Stock Units under this agreement, which can be found on
                  APPENDIX A to this agreement.

                  "FAIR MARKET VALUE" means an amount equal to the average of
                  the opening and closing prices of the Company's common stock
                  on the New York Stock Exchange on the date of the valuation.




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                  "RETIREMENT" means (1) your retirement at or after you reach
                  the age of 65 according to the terms of a pension or other
                  retirement plan of the Company or any Subsidiary or, if
                  earlier, (2) your retirement according to the terms of a
                  pension or other retirement plan of the Company after you have
                  reached age 55 but before you have reached age 65, as long as
                  you have completed at least 5 years of service with the
                  Company or any Subsidiary.

                  "SUBSIDIARY" means any direct or indirect subsidiary of Cole
                  National Corporation.

                  "VESTING DATE" means each anniversary date of your Date of
                  Grant for the next three years. Your Vesting Dates are listed
                  on Appendix A.

                  "WITHHOLDING AMOUNT" means the minimum amount of withholding
                  taxes, including federal, state and local income taxes and
                  social security and Medicare taxes required to be withheld by
                  the Company by the applicable taxing authorities, as the
                  result of the vesting of Restricted Stock Units and/or the
                  issuance of Granted Shares.




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         This agreement is executed by the Company on this ____ day of _______.

                                            Cole National Corporation

                                            By
                                                --------------------------------
                                            [name]
                                            [title]


         Please execute one copy of APPENDIX A attached to this Agreement and
return it to:

                  Patricia Luzier
                  Senior Vice President, Human Resources and
                  Process Improvement and Chief Administrative Officer
                  Cole Vision Corporation
                  1925 Enterprise Parkway
                  Twinsburg, Ohio 44087

         By executing this Agreement, you will be evidencing your acceptance of
         this grant of Restricted Stock Units according to the terms and
         conditions of the Plan and this Agreement.






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                                   APPENDIX A
                                   ----------





NAME OF EMPLOYEE:     _____________________________________



NUMBER OF RESTRICTED STOCK UNITS:



DATE OF GRANT:



VESTING DATES:                              VESTING AMOUNT





                                 ACKNOWLEDGEMENT

         I acknowledge receipt of an executed original of the Restricted Stock
Unit Award Agreement and I accept the grant of Restricted Stock Units evidencing
my right to receive Granted Shares or other consideration according to the terms
and conditions of the 1999 Broad Based Employee Stock Plan (Amended and Restated
February 28, 2001) and the Agreement.



                                         ---------------------------------------
                                         Employee

                                         Date:
                                                   -----------------------------



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