EXHIBIT 4.6

                            COLE NATIONAL CORPORATION
                      1999 BROAD-BASED EMPLOYEE STOCK PLAN
                 (AMENDED AND RESTATED AS OF FEBRUARY 28, 2001)

1.       The 1999 Broad-Based Employee Stock Option Plan (the "Original Plan")
     is hereby amended and restated in its entirety as set forth herein (as so
     amended and restated, the "Plan").

2.       The name of the plan shall be "The Cole National Corporation 1999
     Broad-Based Employee Stock Plan (Amended and Restated as of February 28,
     2001)."

3.       This Plan is established to consolidate the grants of stock options and
     restricted stock units ("RSUs") made from time to time by Cole National
     Corporation (the "Company") to individuals who are not then serving as
     officers or directors of the Company, in order to facilitate any necessary
     registration under the Securities Act of 1933 and/or listing with The New
     York Stock Exchange of the shares of Common Stock of the Company underlying
     those grants of stock options and RSUs. The stock option and RSU grants
     made under this Plan are not intended to qualify under particular sections
     of the Internal Revenue Code.

4.       The aggregate number of shares of Common Stock that may be issued under
     this Plan is not fixed. Prior to the date of the adoption of the Original
     Plan, the Board of Directors of the Company (the "Board") or the
     Compensation Committee of the Board (the "Committee") authorized stock
     option grants, outside the Company's existing stock option plans, to
     individuals who are not then serving as officers or directors of the
     Company, for the issuance in the aggregate of 276,000 shares of Common
     Stock of the Company pursuant to option agreements as summarized on ANNEX 1
     to the Original Plan (the "Existing Grants"). In connection with the
     adoption of the Original Plan, the Existing Grants were combined for
     administrative ease and consolidated within the Plan. It is anticipated
     that the Board or the Committee will authorize additional grants of stock
     options and/or RSUs, designated as being issued under this Plan, to
     individuals who are not then serving as officers or directors of the
     Company (the "Future Awards"). The Company may consolidate the Existing
     Awards and, from time to time, the Future Awards for registration and/or
     listing purposes.

5.       No option or vesting period of an RSU or stock option, as applicable,
     will run for more than ten years from the date granted. The other terms and
     conditions of a particular grant of stock options or RSUs are or will be as
     provided in the applicable stock option or restricted stock unit agreement
     authorized by the Board or Committee with respect to that grant.

6.       Shares may be treasury shares or newly issued, or a combination of the
     foregoing.

7.       This Plan may be amended by the Board, but no amendment will adversely
     change the terms of any then-existing stock option or RSU grant.