0001104659-04-019832 Sample Contracts

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 16th, 2004 • Luxottica Group Spa • Ophthalmic goods

THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, dated as of July 14, 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).

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