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Assignment of Life Insurance Policy

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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 beh
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