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                            COLE NATIONAL CORPORATION
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The following is a press release issued by Cole National on July 15, 2004:


[Cole National Logo]                                    PRESS RELEASE

COLE NATIONAL                                           For Immediate Release

1925 Enterprise Parkway                              Listed on New York Exchange
Twinsburg, Ohio 44087                                Symbol "CNJ"


CONTACT:
COLE NATIONAL CORPORATION                     OR KEKST AND COMPANY
JOSEPH GAGLIOTI                               VICTORIA WELD/RUTH PACHMAN
330-486-3100                                  212-521-4800

Cole National Corporation Announces Amendment to Merger Agreement with Luxottica
Group at Increased Price Per Share
        o Luxottica raises merger price from $22.50 to a minimum of $26.00 per
          share
        o Merger price is further increased to $27.50 per share in cash, plus
          additional 4% from date of stockholder approval to closing, if merger
          is approved at Cole's July 20 Annual Meeting, which will be reconvened
          on July 22
        o Luxottica strengthens commitment to obtain regulatory approval by
          eliminating divesture threshold
        o Cole National strengthens its commitment to the Luxottica merger by
          narrowing its right to terminate the merger agreement to accept a
          competing offer
        o Cole National Board confirms recommendation that Cole National
          stockholders approve Luxottica merger at July 22 Meeting


      CLEVELAND, July 15, 2004 -- Cole National Corporation (NYSE: CNJ), today
      announced that it has entered into an amendment to its merger agreement
      with Luxottica Group S.p.A. with the unanimous approval of their Boards of
      Directors. Under the amendment, the original $22.50 per share cash merger
      consideration to be paid by Luxottica has been increased to a minimum of
      $26.00 per share. In addition, if Cole National stockholders approve the
      Luxottica merger at the annual meeting, which will be adjourned to July
      22, 2004, the merger price will be further increased to $27.50 per share
      in cash, plus an additional amount equal to 4% per annum from the date of
      stockholder approval through the closing date of the merger. If Cole
      National does not receive votes from a majority of the outstanding shares
      to approve the Luxottica merger by July 22, 2004, the higher price would
      still be payable so long as stockholder approval is obtained at a further
      adjourned meeting that is held not later than July 29, 2004.

      Based upon the $27.50 price, the total purchase price of the outstanding
      Cole



      National shares and related equity rights is approximately $495 million,
      plus 4% per annum from the date of stockholder approval through the date
      of closing. Luxottica Group has advised Cole National that it will fund
      the payment of the purchase price and transaction costs from Luxottica's
      cash flow from operations and existing credit facilities.

      The amendment to the merger agreement also strengthens Luxottica Group's
      commitment to use its best efforts to avoid or eliminate impediments under
      any antitrust laws asserted by any governmental entity with respect to the
      merger. Under the original merger agreement, Luxottica's commitment was
      qualified such that it was not required to divest businesses or assets
      accounting for more than $110 million in consolidated net revenue of Cole
      National alone or of Cole National and Luxottica combined or more than $55
      million in consolidated net revenue of Luxottica alone. The amendment to
      the merger agreement eliminates that qualification. In addition, the
      amendment to the merger agreement strengthens Cole National's commitment
      to the Luxottica merger, by narrowing the circumstances under which Cole
      National could terminate the Luxottica merger agreement in order to accept
      a competing offer, including that Cole National will no longer have such
      right after stockholder approval of the Luxottica merger agreement. The
      amendment does not preclude Cole National from considering a superior
      proposal prior to stockholder approval of the amended Luxottica merger
      agreement.

      To provide Cole National stockholders additional time to consider the
      recent developments and their impact on the proposed merger with Luxottica
      Group, Cole National intends to hold the election of directors at the
      previously scheduled annual meeting on July 20, 2004, and then, prior to
      the consideration of the Luxottica merger, adjourn the meeting to 4 p.m.
      local time, on Thursday, July 22, 2004, at The Charles Hotel, One Bennett
      St., Cambridge, Massachusetts 02138.

      Cole National stated that its Board of Directors has unanimously confirmed
      its recommendation that Cole National stockholders approve the Luxottica
      merger agreement, as amended, at the reconvened meeting on July 22 .
      Stockholders of record of Cole National as of May 21, 2004 will be
      entitled to vote on the Luxottica merger at the reconvened meeting on July
      22, or any adjournment thereof. The Luxottica merger agreement, as
      amended, is subject to approval by Cole National stockholders, receipt of
      regulatory approvals and other customary conditions. As Luxottica Group
      publicly announced earlier this week, Luxottica Group and Cole National
      expect to complete their required submissions to the Federal Trade
      Commission (FTC) in connection with its antitrust review by the end of
      this week. In addition, as previously announced, the parties have
      committed to the FTC not to close the transaction before September 30,
      2004, without its consent.

      In connection with its approval of the amendment to the Luxottica merger
      agreement, the Cole National Board of Directors considered, among other
      things, the price, financing arrangements, timing and uncertainties
      associated with the previously announced proposal from Moulin
      International Holdings Limited submitted on July 12, 2004 to acquire Cole
      National at a price of $25.00 per share in



      cash. Following the submission of a similar proposal from Moulin on April
      15, 2004 (as well as during the two months following Moulin's submission
      of its initial acquisition proposal on November 17, 2003), Cole National
      had provided access to confidential information to Moulin, HAL and their
      financing sources and their respective advisors, and engaged in
      discussions and negotiations with Moulin with respect to its proposed
      transaction. On May 12, 2004, Cole National was informed by Moulin that
      one of Moulin's financing sources was not prepared to provide senior debt
      financing on the terms originally proposed. The revised Moulin proposal
      contemplates financing to be provided by the sale of certain Cole National
      assets to HAL Holding N.V. and debt financing pursuant to financing
      commitments that are subject to customary conditions but no further due
      diligence. Moulin's proposal is subject to the termination of the merger
      agreement with Luxottica Group, completion and execution of definitive
      agreements with Moulin, approval by Cole National's and Moulin
      International's stockholders, receipt of regulatory approvals and other
      customary conditions.

      Additional information relating to Moulin's most recent proposal and the
      factors considered by the Cole National Board of Directors in its approval
      of the amendment to the Luxottica merger agreement are set forth in the
      supplement to Cole National's proxy statement that will be filed later
      today with the Securities and Exchange Commission and mailed to all Cole
      National stockholders of record on May 21, 2004.

      ABOUT COLE NATIONAL

      Cole National Corporation's vision business, together with Pearle
      franchisees, has 2,178 locations in the U.S., Canada, Puerto Rico and the
      Virgin Islands and includes Cole Managed Vision, one of the largest
      managed vision care benefit providers with multiple provider panels and
      nearly 20,000 practitioners. Cole's personalized gift business, Things
      Remembered, serves customers through 727 locations nationwide, catalogs,
      and the Internet at www.thingsremembered.com. Cole also has a 21% interest
      in Pearle Europe, which has 1,496 optical stores in Austria, Belgium,
      Denmark, Estonia, Finland, Germany, Italy, Kuwait, Norway, the
      Netherlands, Poland, Portugal and Sweden.

      SAFE HARBOR STATEMENT

      Certain statements in this press release may constitute "forward-looking
      statements" as defined in the Private Securities Litigation Reform Act of
      1995. Such statements involve risks, uncertainties and other factors that
      could cause actual results to differ materially from those which are
      anticipated. Such risks and uncertainties include, but are not limited to,
      risks that the Luxottica merger will not be completed, risks that
      stockholder approval may not be obtained for the Luxottica merger,
      legislative or regulatory developments that could have the effect of
      delaying or preventing the Luxottica merger, fluctuations in exchange
      rates, economic and weather factors affecting consumer spending, the
      ability to successfully introduce and market new products, the ability to
      effectively integrate recently acquired businesses, the ability to
      successfully launch initiatives to increase sales and reduce costs, the
      availability



      of correction alternatives to prescription eyeglasses, as well as other
      political, economic and technological factors and other risks referred to
      in their filings with the Securities and Exchange Commission. These
      forward-looking statements are made as of the date hereof, and Luxottica
      and Cole National do not assume any obligation to update them.


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