Cole National Corp. (ticker: CNJ, exchange: New York Stock Exchange) News Release - 7/20/2004


Cole National Corporation Announces Election of Directors at Annual Meeting



- Meeting for Shareholder Vote on Merger with Luxottica Adjourned to July 22 -

CLEVELAND, July 20 /PRNewswire-FirstCall/ -- Cole National Corporation (NYSE: CNJ), today announced the election of eight nominees to the company's board of directors. The directors elected today are: Walter J. Salmon (Chairman), Larry Pollock (President and Chief Executive Officer), Jeffrey A. Cole, Ronald E. Eilers, Timothy F. Finley, Irwin N. Gold, Peter V. Handal and Charles A. Ratner.

Following election of directors, Cole National adjourned the annual meeting prior to the consideration of the Luxottica merger, to 4 p.m. local time, on Thursday, July 22, 2004, at The Charles Hotel, One Bennett St., Cambridge, Massachusetts 02138.

If the merger with Luxottica is approved at the July 22 reconvened annual meeting, Cole National stockholders will receive $27.50 per share in cash, plus an additional amount equal to 4% per annum from July 22, 2004 through the closing date of the merger, upon completion of the transaction.

As previously announced, Cole National's 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.