<PAGE>
                                                                   EXHIBIT 10.39
                                                                   -------------


                   AMENDED AND RESTATED INSTRUMENT DESIGNATING
                  PARTICIPANTS OF THE COLE NATIONAL GROUP, INC.
                    1999 SUPPLEMENTAL RETIREMENT BENEFIT PLAN

                  1. PARTICIPANT. Cole National Group, Inc. (the "Company")
hereby designates Jeffrey A. Cole as a Participant in the Cole National Group,
Inc. 1999 Supplemental Retirement Benefit Plan, effective as of January 1, 1999
(as amended from time to time) (the "Plan").

                  2. SPECIAL PROVISIONS. (a) The Company, with the written
consent of Jeffrey A. Cole, hereby amends, restates and supercedes his
Instrument Designating Participants of the Cole National Group, Inc. 1999
Supplemental Retirement Benefit Plan dated December 17, 1998 (the "Original
Instrument"). In addition, Jeffrey A. Cole by written consent hereby waives his
rights to participate in and receive benefits, whether or not now accrued, under
the Cole National Group, Inc. Supplemental Pension Plan (the "Supplemental
Pension Plan") and the Cole National Group, Inc. Supplemental Retirement Benefit
Plan (the "Supplemental Retirement Benefit Plan").

                  (b) For purposes of calculating the Supplemental Retirement
Benefit payable to Jeffrey A. Cole in accordance with the Plan, the benefit
formula used shall be the same as the formula used for purposes of calculating
benefits under the Cole National Group, Inc. Retirement Plan (as amended and
restated, January 1, 2002) (the "Pension Plan"), except that instead of using
final five year average salary, the sum of base compensation and bonus for the
calendar year during which the sum of base compensation and bonus earned was the
highest shall be used, and except that such formula shall not be subject to any
Code Limitation.

                  (c) For purposes of calculating the Supplemental Retirement
Benefit payable to Jeffrey A. Cole in accordance with the Plan, Jeffrey A. Cole
shall be credited with years of service equal to (i) the number of years of
service he is credited with under the Pension Plan, plus (ii) the number of
years Jeffrey A. Cole served as a non-employee director and paid consultant of
the Company. For purposes of (ii) in the previous sentence, the number of years
Jeffrey A. Cole served as a non-employee director and paid consultant of the
Company is eight.

                  (d) For purposes of calculating the Supplemental Retirement
Benefit payable to Jeffrey A. Cole in accordance with the Plan, the minimum
annual Supplemental Retirement Benefit payable to Jeffrey A. Cole commencing on
or after Jeffery A. Cole's attainment of age 65 (calculated as a single life
annuity) shall be the amount determined by the formula "A-B," where:

A=       the greater of:

         (i)      $474,000 or

         (ii)     the amount determined based on the Company's regular Pension
                  Plan formula but using Jeffrey A. Cole's salary and annual
                  bonus using the highest year commencing in 1998 or thereafter,
                  and reflecting service from 1969 on, and

<PAGE>

B=       the sum of (i) the annualized amount, if any, payable to Jeffrey A.
         Cole in accordance with the Pension Plan (calculated as a single life
         annuity) and (ii) $26,675.

         (e) For purposes of calculating the Supplemental Retirement Benefit
payable to Jeffrey A. Cole in accordance with the Plan, the minimum annual
Supplemental Retirement Benefit payable to Jeffrey A. Cole commencing prior to
Jeffrey A. Cole's attainment of age 65 (calculated as a single life annuity)
shall be the amount determined by the formula "(A-B) x C," where:

A=       the greater of

         (i)      $474,000 or

         (ii)     the amount determined based on the Company's regular Pension
                  Plan formula but using Jeffrey A. Cole's salary and annual
                  bonus using the highest year commencing in 1998 or thereafter,
                  and reflecting service from 1969 on,

B=       the sum of (i) the annualized amount, if any, payable to Jeffrey A.
         Cole in accordance with the Pension Plan (calculated as a single life
         annuity) and (ii) $26,675.

C=       the early retirement reduction factors set forth in Attachment A to
         this Instrument.

                  (f) In computing the Supplemental Retirement Benefit under (d)
and (e) above, if (i) Jeffrey A. Cole retires after he suffers a constructive
termination, or (ii) there has been a change of control (as each such term is
defined in his Employment Agreement with the Company and certain of its
subsidiaries, dated the 17th day of December, 1998), then he will be credited
with three (3) additional years of service in making the calculations above and
his retirement will be deemed to have been made with the consent of the Special
Compensation Committee of the Company's Board of Directors.

                  (g) Notwithstanding Section 3.4 of the Plan, Jeffrey A. Cole's
Supplemental Retirement Benefit shall be payable in (i) a one-time lump sum cash
payment, (ii) a series of up to 20 annual installments with interest credited
and compounded quarterly on the unpaid balance at the interest rate specified
from time-to-time under the Supplemental Retirement Benefit Plan, but not less
than such rate specified at the date of his resignation or retirement from the
position and title of Chief Executive Officer, or (iii) the same form and for
the same duration as the benefits payable to the Participant (or Beneficiary)
under the Pension Plan, as elected by Jeffrey A. Cole. Any form of payment of
Jeffrey A. Cole's Supplemental Retirement Benefit shall be Actuarially
Equivalent to the minimum annual Supplemental Retirement Benefit calculated
under (d) or (e) above, as applicable. Jeffrey A. Cole's election of the form of
payment of his Supplemental Retirement Benefit shall be made by written notice
filed with the Company at least six (6) months prior to his voluntary
termination of employment with, or retirement from, the Company. Any such
election may be changed by Jeffrey A. Cole at any time and from time to time
without the consent of any other person by filing a later signed written
election with the Company; provided that any election made less than six (6)
months prior to his voluntary termination of employment or retirement shall not
be valid, and in such case payment shall be made in accordance with his prior
election. In the absence of any effective election, Jeffrey A. Cole's
Supplemental Retirement Benefit shall be payable in a one time lump sum cash
payment.

                                       2

<PAGE>

Jeffrey A. Cole shall be permitted to designate a beneficiary or beneficiaries
for purposes of the Plan (on a form provided by the Company) to receive a
benefit in the event that (i) he dies prior to his commencement of benefits
under the Plan, or (ii) he dies after commencement of benefits under the Plan
but before any lump sum elected is paid, or with any remaining elected
installments unpaid. The Supplemental Retirement Benefit payable to Jeffrey A.
Cole's beneficiary or beneficiaries in the event that he dies prior to his
commencement of his Supplemental Retirement Benefit under the Plan shall be a
one time lump sum cash payment in an amount equal to the then Actuarial Present
Value of the accrued Supplemental Retirement Benefit that would have been
payable to Jeffrey A. Cole as if he had commenced payment of his Supplemental
Retirement Benefit under the Plan on the day before the day he died and as if he
had attained not less than age 63, but counting service and compensation only
through the date of his death, and as if he had elected a one time lump sum cash
payment.

                  (h) As used herein, the terms "Actuarially Equivalent" or
"Actuarial Present Value" shall mean a benefit of actuarial equivalence
determined using the 1994 Group Annuity Reserving Table (94 GAR) or such other
mortality table that may be subsequently adopted by the Internal Revenue Service
for purposes of Section 417 of the Code and an interest rate equal to the
monthly average of the Moody's AA Corporate Bond rate for the period commencing
with January 2002 and ending with the earlier of: (a) December 2004 or (b) the
month prior to the month Jeffrey A. Cole's Supplemental Retirement Benefit is to
commence.

                  3. Nothing committed to in this instrument may be changed,
directly or indirectly, by an amendment of the Plan or otherwise, without the
prior written consent of Jeffrey A. Cole.

                  4. This instrument shall satisfy the terms of Section 4(e) of
the Employment Agreement dated December 17, 1998 among the Company, Cole
National Corporation, Inc., four of its subsidiaries and Jeffrey A. Cole, as
such agreement may be amended from time to time, for purposes of satisfying
Jeffrey A. Cole's entitlement to participate in any of the retirement plans and
supplemental arrangements in which senior management or executive employees of
the subsidiaries participate from time to time.

                  5. ORIGINAL INSTRUMENT. The provisions of this instrument
designation amend, restate and supersede the provisions of the Original
Instrument.


Dated as of January 25, 2002          COLE NATIONAL GROUP, INC.
            ------------------

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


                                       3
<PAGE>

                                      COLE NATIONAL CORPORATION


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

                                      COLE VISION CORPORATION

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

                                      PEARLE, INC.

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

                                      THINGS REMEMBERED, INC.

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

                                      Its:    Senior Vice President
                                             -------------------------


Agreed and consented to this 25th day of January, 2002.
                            ------       --------------

                                                /s/ Jeffrey A. Cole
                                             -------------------------
                                               Jeffrey A. Cole
                                       4

<PAGE>


                    ATTACHMENT A TO THE AMENDED AND RESTATED
                   INSTRUMENT DESIGNATING PARTICIPANTS OF THE
                         COLE NATIONAL GROUP, INC. 1999
                             SUPPLEMENTAL RETIREMENT
                        BENEFIT PLAN FOR JEFFREY A. COLE

         If Jeffrey A. Cole retires before age 65, the following early
         retirement reduction factors apply:

<TABLE>
<CAPTION>
------------------- --------------------------------------- ----------------------------------------

      Age at        If retirement is with the consent of    If retirement is without the consent
                    the Special Compensation Committee of   of the Special Compensation Committee
   Retirement*      the Company's Board of Directors        of the Company's Board of Directors
   -----------      --------------------------------        -----------------------------------
------------------- --------------------------------------- ----------------------------------------
<S>                 <C>                                     <C>
        57                           0.28                                    0.28
------------------- --------------------------------------- ----------------------------------------
        58                           0.34                                    0.34
------------------- --------------------------------------- ----------------------------------------
        59                           0.40                                    0.40
------------------- --------------------------------------- ----------------------------------------
        60                           0.90                                    0.47
------------------- --------------------------------------- ----------------------------------------
        61                           0.92                                    0.56
------------------- --------------------------------------- ----------------------------------------
        62                           0.94                                    0.65
------------------- --------------------------------------- ----------------------------------------
        63                           0.96                                    0.96
------------------- --------------------------------------- ----------------------------------------
        64                           0.98                                    0.98
------------------- --------------------------------------- ----------------------------------------
        65                   1.00 (no reduction)                      1.00 (no reduction)
------------------- --------------------------------------- ----------------------------------------
</TABLE>

         *        Add three additional years (maximum age is 65) if there has
                  been constructive termination, a termination without cause or
                  a change of control.







                                       5