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                                                                   EXHIBIT 10.66
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                      AMENDMENT NO. 2 TO THE COLE NATIONAL
                GROUP, INC. SUPPLEMENTAL RETIREMENT BENEFIT PLAN

         Cole National Group, Inc. (the "Company") hereby adopts this Amendment
No. 1 to the Cole National Group, Inc. Supplemental Retirement Benefit Plan,
effective as of February 1, 1994 (the "Plan"). Words and phrases used herein
with initial capital letters that are not defined herein shall have the meaning
provided in the Plan.

                                    SECTION 1
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                  Section 5.2(b) of the Plan is hereby amended in its entirety
to read as follows:

         "(b) Notwithstanding the foregoing, with the approval of the Company in
its sole discretion, any Participant may elect (on a form approved by the
Company) an alternate form of distribution (including a lump sum distribution).
The Participant's election of the form of payment of the Participant's
Supplemental Retirement Benefit shall be made by written notice filed with the
Company at least six (6) months prior to the Participant's voluntary termination
of employment with, or retirement from, the Company. Any such election may be
changed by the Participant 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 the
Participant's voluntary termination of employment or retirement shall not be
valid, and in such case payment shall be made in accordance with the
Participant's prior election. In the absence of any effective election, the
Participant's Supplemental Retirement Benefit shall be payable in accordance
with Section 5.2(a). In the event of the death of the Participant, his
Beneficiary may elect an alternate form of distribution (including a lump sum
distribution) that is approved by the Company by filing a notice in writing,
signed by the Beneficiary and filed with the Secretary of the Company while the
Beneficiary is alive and within 30 days after the date of the Participant's
death."

                                    SECTION 2
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                  Section 7.3 of the Plan is hereby amended in its entirety to
read as follows:

         "SECTION 7.3. LIMITATIONS ON AMENDMENT AND TERMINATION. Notwithstanding
the foregoing provisions of this Article, no amendment or termination of the
Plan shall, without the consent of the Participant (or, in the case of his
death, his Beneficiary), adversely affect (a) the vested Supplemental Retirement
Benefit, (b) the form and duration in which the vested Supplemental Retirement
Benefit is paid as determined under the Plan or (c) any of the (i) Supplemental
Employer Contribution, (ii) the contribution rate of the Participant's
Compensation committed to under the Instrument Designating Participants of any
Participant as such Instrument exists on the date of such amendment or
termination, or (iii) the rate of earnings assumptions credited to the
Participant's Account for a calendar year. Individual Instruments Designating
Participants may also include further restrictions on amendment of the Plan."



Dated as of January 25, 2002                     COLE NATIONAL GROUP, INC.
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                                                 By: /s/ Leslie D. Dunn
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                                                 Title: Senior Vice President
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