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                                                                   EXHIBIT 10.67
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                      AMENDMENT NO. 1 TO THE COLE NATIONAL
              GROUP, INC. 1999 SUPPLEMENTAL RETIREMENT BENEFIT PLAN


         Cole National Group, Inc. (the "Company") hereby adopts this Amendment
No. 1 to the Cole National Group, Inc. 1999 Supplemental Retirement Benefit
Plan, effective as of January 1, 1999 (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 2.1 of the Plan is hereby amended to add the following
paragraphs:

         "SECTION 2.1(2)(A). "ACTUARIAL EQUIVALENT", "ACTUARIALLY EQUIVALENT",
"ACTUARIAL PRESENT VALUE" OR "ACTUARIAL PRESENT VALUE BASIS" shall mean, unless
otherwise provided in the respective Instrument Designating Participants, 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 average of the Moody's AA Corporate Bond rate
for the 36-month period ending with the month prior to the month the
Participant's Supplemental Retirement Benefit is to commence."

         "SECTION 2.1(5)(A). "CODE LIMITATIONS" shall mean the limitations
imposed by Sections 401(a)(17) and 415 of the Code, or any successor(s) thereto,
on the amount of the benefits which may be payable to a Participant from the
Pension Plan."

                                   SECTION 2
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                  Section 3.4 of the Plan is hereby amended in its entirety to
read as follows:

         "SECTION 3.4. FORM OF PAYMENT.

         (a) The Supplemental Retirement Benefit shall be payable in the same
form and for the same duration as the benefits payable to the Participant (or
Beneficiary) under the Pension Plan.

         (b) Notwithstanding the foregoing, 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
form of payment of a Participant's benefits shall be actuarially equivalent to
the Supplemental Retirement Benefit calculated under Section 3.1 of the Plan.
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


                                       17
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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 3.4(a) of the Plan. In the event of the death
of the Participant, his Beneficiary may elect (on a form approved by the
Company) an alternate form of distribution (including a lump sum distribution)
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 3
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                  Section 6.3 of the Plan is hereby amended in its entirety to
read as follows:

         "SECTION 6.3. LIMITATIONS ON AMENDMENT AND TERMINATION. Notwithstanding
the foregoing provisions of this Article, no amendment or termination of the
Plan or the Pension 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
Supplemental Retirement Benefit is paid as determined under the Plan and Pension
Plan or (c) any of (i) the rate of benefit accrual, (ii) the benefit or (iii)
the rate of reductions for early retirement committed to under the Instrument
Designating Participants of any Participant as such Instrument exists on the
date of such amendment or termination. 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/ Thomas T. S. Kaung
                                                    ----------------------------
                                                Title: EVP
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