Exhibit
4.2


 


AMENDMENT NO. 1 TO


AGREEMENT AND PLAN OF
MERGER


 


                THIS AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER, dated as of June 2, 2004 (this “Amendment”), is made
and entered into by and among Luxottica Group S.p.A., an Italian corporation
(“Parent”), Colorado Acquisition Corp., a Delaware corporation and an indirect
wholly-owned subsidiary of Parent (“Merger Sub”), and Cole National
Corporation, a Delaware corporation (the “Company”).  Capitalized terms used herein but otherwise not defined shall have
the meaning given to such terms in the Merger Agreement (as defined below).


 


WHEREAS, Parent, Merger Sub and the Company have
entered into that certain Agreement and Plan of Merger, dated as of January 23,
2004 (the “Merger Agreement”), which contemplates the merger of Merger Sub with
and into the Company upon the terms and subject to the conditions set forth in
the Merger Agreement; and


 


WHEREAS, Parent, Merger Sub and the Company desire to
amend the Merger Agreement as set forth below;


 


NOW, THEREFORE, in consideration of the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


ARTICLE
I


AMENDMENT
TO MERGER AGREEMENT


 


1.1  Definition
of Merger Price.  Notwithstanding
anything to the contrary in the Merger Agreement, if, on or prior to July 20,
2004, the Company shall have held its 2004 annual meeting of stockholders to
vote on the election of directors and at such meeting the condition set forth
in Section 6.01(a) of the Merger Agreement shall have been satisfied,
references in the Merger Agreement to “Merger Price” shall mean the sum of (a)
$22.50 in cash plus (b) an additional amount in cash, rounded to the nearest
cent, equal to (x) $22.50, multiplied by (y) 0.04, multiplied by
(z) a fraction, the numerator of which is the number of days that shall have
elapsed from the date upon which the condition set forth in Section 6.01(a) of
the Merger Agreement shall have been satisfied to and including the Closing
Date, and the denominator of which is 365.


 


ARTICLE
II


MISCELLANEOUS


 


2.1  No
Waiver.  Nothing in this Amendment
shall constitute a waiver by Parent, Merger Sub or the Company of any breach or
default on the part of any party to the Merger Agreement.


 

















 


2.2  Governing
Law; Jurisdiction.  The provisions
of Section 8.05 of the Merger Agreement shall apply to this Amendment as if
references to “Agreement” therein were to this Amendment.


 


2.3  No
Other Agreements.  This Amendment
together with the Merger Agreement (as amended by this Amendment and including
the documents and instruments referred to therein), the Confidentiality
Agreement and the letter agreement dated April 23, 2004 between Parent and the
Company constitute the entire agreement of the parties with respect to the
subject matter hereof and thereof and supersedes all prior agreements or
understandings, both written and oral, 
between the parties with respect to the subject matter hereof and
thereof.


 


2.4  Effect.  Except as expressly set forth herein, this
Amendment shall not by implication or otherwise alter, modify, amend or in any
way affect any of the representations, warranties, terms, conditions,
obligations, covenants or agreements contained in the Merger Agreement, all of
which shall continue in full force and effect in accordance with their
respective terms.  For the avoidance of
doubt, the execution, delivery and effectiveness of this Amendment shall not
constitute a reaffirmation,  remaking,
withdrawal or modification as of the date of this Amendment of any of the
representations,  warranties or
covenants of any party hereto.


 


2.5  Counterparts;
Execution and Delivery by Facsimile. 
This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same agreement.  This Amendment
may be executed and delivered by facsimile, with such delivery to be as
effective as delivery of an originally executed counterpart hereof.


 


 


[Signature Page Follows]


 

















 


IN WITNESS WHEREOF, the parties hereto caused this
Amendment to be duly executed as of the date first above written.


 


 


	
   

  	
  LUXOTTICA GROUP S.P.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Enrico Cavatorta

  
	
   

  	
  Name: Enrico Cavatorta

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  COLORADO ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vito Giannola

  
	
   

  	
  Name: Vito Giannola

  
	
   

  	
  Title:  Chief
  Financial Office and Treasurer

  
	
   

  	
   

  
	
   

  	
  COLE NATIONAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Larry Pollock

  
	
   

  	
  Name:  Larry
  Pollock

  
	
   

  	
  Title: 
  President and Chief Executive Officer