UNITED STATES SHOE CORP, SC 14D1/A, 1995-04-24

UNITED STATES SHOE CORP
SC 14D1/A, 1995-04-24
WOMEN'S CLOTHING STORES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 20)
THE UNITED STATES SHOE CORPORATION
(Name of Subject Company)
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LUXOTTICA GROUP S.P.A.
LUXOTTICA ACQUISITION CORP.
(Bidders)
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COMMON SHARES, WITHOUT PAR VALUE
(INCLUDING THE ASSOCIATED PREFERENCE SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
912605102
(CUSIP Number of Class of Securities)

CLAUDIO DEL VECCHIO
44 HARBOR PARK DRIVE
PORT WASHINGTON, NEW YORK 11050
(516) 484-3800

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
WITH A COPY TO:
JONATHAN GOLDSTEIN
WINSTON & STRAWN
175 WATER STREET
NEW YORK, NEW YORK 10038
(212) 269-2500
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* $1,415,903,300 AMOUNT OF FILING FEE** $283,180.66
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* Pursuant to, and as provided by, Rule 0-11(d), this amount is based upon the
purchase of all of the outstanding Common Shares of the Subject Company and
the associated Rights at $28.00 cash per Share. The Subject Company has
disclosed to the Bidders that, as of April 20, 1995, 46,958,375 Shares and
3,603,900 options to acquire Shares were outstanding, and an additional 5,700
Shares were issuable under one of the Subject Company's stock purchase plans.

** 1/50 of 1% of Transaction Valuation.

X Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.

Amount Previously Paid: $240,330.85

Form or Registration No.: Schedule 14D-1

Filing Party: Luxottica Group S.p.A.; Luxottica Acquisition Corp.

Date Filed: March 3, 1995
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Page 1 of 7 Pages
The Exhibit Index is located on Page 5
<PAGE>
Luxottica Group, S.p.A. and Luxottica Acquisition Corp. hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1, filed on March 3,
1995 (as amended, the "Schedule 14D-1"), as set forth in this Amendment No. 20,
with respect to the Purchaser's offer to purchase all of the outstanding Common
Shares, without par value, of The United States Shoe Corporation, including the
associated preference share purchase rights, upon the terms and subject to the
conditions set forth in the Offer to Purchase, as amended and supplemented by
the Supplement to the Offer to Purchase dated April 24, 1995 (the "Supplement"),
and the revised Letter of Transmittal (which together, as amended from time to
time, constitute the "Offer"), which Offer to Purchase, Supplement and revised
Letter of Transmittal have been annexed to and filed with the Schedule 14D-1 as
Exhibits (a)(1), (a)(34) and (a)(35), respectively. Unless otherwise indicated,
all capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Schedule 14D-1.

ITEM 1. SECURITY AND SUBJECT COMPANY.

The information set forth in Item 1(b) is hereby amended and supplemented by
the following:

The Purchaser has amended and supplemented the Offer to Purchase
pursuant to a Supplement to the Offer to Purchase, dated April 24, 1995 (the
"Supplement"), a copy of which is attached hereto as Exhibit (a)(34). The
information set forth in the Introduction and Section 1 ("Amended Terms of
the Offer") of the Supplement is incorporated herein by reference.

The information set forth in Item 1(c) is hereby amended and supplemented by
the following:

The information set forth in Section 3 ("Price Range of the Shares;
Dividends") of the Supplement is incorporated herein by reference.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

The information set forth in Item 3(b) is hereby amended and supplemented by
the following:

The information set forth in the Introduction, Section 6 ("Background of
the Offer and Contacts with the Company since March 3, 1995") and Section 7
("Merger Agreemeent") of the Supplement is incorporated herein by reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The information set forth in Items 4(a)-(b) is hereby amended and
supplemented by the following:

The information set forth in Section 5 ("Source and Amount of Funds") of
the Supplement is incorporated herein by reference.

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.

The information set forth in Items 5(c)-(e) is hereby amended and
supplemented by the following:

The information set forth in the Introduction, Section 4 ("Certain
Information Concerning the Company"), Section 6 ("Background of the Offer
and Contacts with the Company since March 3, 1995") and Section 7 ("Merger
Agreement") of the Supplement is incorporated herein by reference.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.

The information set forth in Item 7 is hereby amended and supplemented by
the following:

The information set forth in the Introduction, Section 6 ("Background of
the Offer and Contacts with the Company since March 3, 1995") and Section 7
("Merger Agreement") of the Supplement is incorporated herein by reference.

2
<PAGE>
ITEM 10. ADDITIONAL INFORMATION.

The information set forth in Items 10(b), (c) and (e) is hereby amended and
supplemented by the following:

The information set forth in the Introduction and Section 9 ("Certain
Legal Matters; Required Regulatory Approvals") of the Supplement is
incorporated herein by reference.

The information set forth in Item 10(f) is hereby amended and supplemented
by the following:

The information set forth in the Supplement and the revised Letter of
Transmittal is incorporated herein by reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

Item 11 is hereby amended and supplemented by adding the following exhibits:

<TABLE>
<S> <C>
(a)(33) -- Text of Joint Press Release issued by Parent and the Company dated
April 21, 1995.
(a)(34) -- Supplement to the Offer to Purchase dated April 24, 1995.
(a)(35) -- Revised Letter of Transmittal.
(a)(36) -- Revised Notice of Guaranteed Delivery.
(a)(37) -- Revised Letter from Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(38) -- Revised Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(39) -- Summary Advertisement as published in The Wall Street Journal on April
24, 1995.
(a)(40) -- Revised Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(c)(3) -- Agreement and Plan of Merger, dated as of April 21, 1995, among
Avant-Garde Optics, Inc., the Purchaser and the Company, including the
Guaranty, dated as of April 21, 1995, by Parent.
(g)(17) -- Defendants' Third Amended Counterclaim filed on April 17, 1995 by The
United States Shoe Corporation and Named Defendants in the United States
District Court for the Southern District of Ohio, Eastern Division, in
the action entitled Luxottica Group S.p.A., et al. v. The United States
Shoe Corporation, et al. (C-2-95-244).
</TABLE>

3
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SIGNATURES

After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.

LUXOTTICA GROUP S.P.A.

Dated: April 24, 1995 By: /s/ Claudio Del Vecchio
...............................
Claudio Del Vecchio
Managing Director

LUXOTTICA ACQUISITION CORP.

Dated: April 24, 1995 By: /s/ Claudio Del Vecchio
...............................
Claudio Del Vecchio
President

4
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EXHIBIT INDEX

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<CAPTION>
EXHIBIT PAGE
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<C> <S> <C>
(a)(1) --Offer to Purchase, dated March 3, 1995................................... *

(a)(2) --Letter of Transmittal.................................................... *

(a)(3) --Notice of Guaranteed Delivery............................................ *

(a)(4) --Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees....................................... *

(a)(5) --Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees............................................. *

(a)(6) --Guidelines for Certification of Taxpayer Identification Number on
Substitute
Form W-9................................................................. *

(a)(7) --Summary Advertisement as published in The Wall Street Journal on March 3,
1995..................................................................... *

(a)(8) --Text of Press Release issued by Parent dated March 3, 1995............... *

(a)(9) --Preliminary Proxy Statement dated March 6, 1995 of Luxottica Group S.p.A.
and Luxottica Acquisition Corp. for the Special Meeting of Shareholders
under Section 1701.831 of the Ohio Revised Code of The United States Shoe
Corporation, together with the form of Proxy relating thereto, as filed
with the Securities and Exchange Commission on March 6, 1995 and
incorporated herein by reference.

(a)(10) --Preliminary Solicitation Statement dated March 7, 1995 of Luxottica Group
S.p.A. and Luxottica Acquisition Corp. to call a Special Meeting of
Shareholders of The United States Shoe Corporation, together with the
form of Appointment of Designated Agents relating thereto, as filed with
the Securities and Exchange Commission on March 7, 1995 and incorporated
herein by reference.

(a)(11) --Text of Press Release issued by Parent, dated March 9, 1995.............. *

(a)(12) --Acquiring Person Statement of Parent and the Purchaser, dated March 3,
1995, pursuant to Section 1701.831 of the Ohio Revised Code, filed with
the Securities and Exchange Commission March 10, 1995 as definitive
additional material pursuant to Section 14(a) of the Securities Exchange
Act of 1934, as amended, and incorporated herein by reference.

(a)(13) --Text of Press Release issued by Parent, dated March 10, 1995............. *

(a)(14) --Text of Press Release issued by Parent, dated March 10, 1995............. *

(a)(15) --Text of Press Release issued by Parent, dated March 14, 1995............. *

(a)(16) --Text of Press Release issued by Parent, dated March 16, 1995............. *

(a)(17) --Text of Press Release issued by Parent, dated March 17, 1995............. *

(a)(18) --Text of Press Release issued by Parent, dated March 20, 1995............. *

(a)(19) --Text of Press Release issued by Parent, dated March 21, 1995............. *

(a)(20) --Definitive Proxy Statement dated March 21, 1995 of Luxottica Group S.p.A.
and Luxottica Acquisition Corp. for the Special Meeting of Shareholders
under Section 1701.831 of the Ohio Revised Code of The United States Shoe
Corporation, together with the form of proxy relating thereto, as filed
with the Securities and Exchange Commission on March 21, 1995 and
incorporated herein by reference.

(a)(21) --Text of Press Release issued by Parent, dated March 24, 1995............. *
</TABLE>

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* Previously filed.

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<CAPTION>
EXHIBIT PAGE
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<C> <S> <C>
(a)(22) --Text of Press Release issued by Parent, dated March 30, 1995............. *

(a)(23) --Text of Press Release issued by Parent, dated March 30, 1995............. *

(a)(24) --Letter to the Shareholders of The United States Shoe Corporation dated
March 28, 1995, to accompany the Definitive Proxy Statement dated March
21, 1995 of Luxottica Group S.p.A. and Luxottica Acquisition Corp. for
the Special Meeting of Shareholders under Section 1701.831 of the Ohio
Revised Code, as filed with the Securities and Exchange Commission on
March 29, 1995 and incorporated herein by reference.

(a)(25) --Text of Press Release issued by Parent, dated March 31, 1995............. *

(a)(26) --Text of Press Release issued by Parent, dated April 2, 1995.............. *

(a)(27) --Text of Press Release issued by Parent, dated April 4, 1995.............. *

(a)(28) --Letter to the Shareholders of The United States Shoe Corporation dated
April 12, 1995, delivered in connection with the solicitation of proxies
for the 831 Meeting, including an enclosure describing certain recent
developments, each as filed with the Securities and Exchange Commission
on April 13, 1995 and incorporated herein by reference.

(a)(29) --Text of Press Release issued by Parent, dated April 14, 1995............. *

(a)(30) --Text of Joint Press Release issued by Parent and the Company dated April
16, 1995................................................................. *

(a)(31) --Text of Joint Press Release issued by Parent and the Company dated April
20, 1995................................................................. *

(a)(32) --Text of Joint Press Release issued by Parent and the Company dated April
21, 1995................................................................. *

(a)(33) --Text of Joint Press Release issued by Parent and the Company dated April
21, 1995. ...............................................................

(a)(34) --Supplement to the Offer to Purchase dated April 24, 1995.................

(a)(35) --Revised Letter of Transmittal............................................

(a)(36) --Revised Notice of Guaranteed Delivery....................................

(a)(37) --Revised Letter from Dealer Manager to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.......................................

(a)(38) --Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.......................................

(a)(39) --Summary Advertisement as published in The Wall Street Journal on April
24, 1995.................................................................

(a)(40) --Revised Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9......................................................

(b)(1) --Commitment Letter, dated March 2, 1995, from Credit Suisse............... *

(b)(2) --Commitment Letter, dated April 19, 1995, from Credit Suisse.............. *

(c)(1) --Proposed Confidentiality Agreement among Parent, the Purchaser and the
Company dated as of March 30, 1995 delivered by Parent's Counsel to the
Company on March 31, 1995. .............................................. *

(c)(2) --Executed Confidentiality Agreement among Parent, the Purchaser and the
Company dated March 31, 1995............................................. *

(c)(3) --Agreement and Plan of Merger, dated as of April 21, 1995, among
Avant-Garde, the Purchaser and the Company, including the Guaranty, dated
as of April 21, 1995, of Parent..........................................
</TABLE>

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* Previously filed.

6
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<TABLE>
<CAPTION>
EXHIBIT PAGE
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<C> <S> <C>
(g)(1) --Complaint Seeking Declaratory and Injunctive Relief filed in the United
States District Court for the Southern District of Ohio, Eastern
Division, on March 3, 1995, relating to the Ohio Take-Over Act, the
Preference Share Purchase Rights and the impairment of the voting rights
of certain Shares under Sections 1701.01(CC)(2) and 1701.831 of the Ohio
Revised Code............................................................. *

(g)(2) --First Amended Verified Complaint seeking Declaratory and Injunctive
Relief filed by Luxottica Group S.p.A., Luxottica Acquisition Corp. and
Avant-Garde Optics, Inc. in the United States District Court for the
Southern District of Ohio, Eastern Division, on March 6, 1995, relating
to the Ohio Take-Over Act, the Preference Share Purchase Rights and the
impairment of the voting rights of certain Shares under Sections
1701.01(CC)(2) and 1701.831 of the Ohio Revised Code. ................... *

(g)(3) --Motion for Leave to File a Second Amended Complaint filed on March 10,
1995 by Luxottica Group S.p.A., Luxottica Acquisition Corp. and
Avant-Garde Optics, Inc. in the United States District Court for the
Southern District of Ohio, Eastern Division, in the action entitled
Luxottica Group S.p.A., et al. v. The United States Shoe Corporation, et
al. (C-2-95-244)......................................................... *

(g)(4) --Second Amended Verified Complaint seeking Declaratory and Injunctive
Relief filed by Luxottica Group S.p.A., Luxottica Acquisition Corp. and
Avant-Garde Optics, Inc. in the United States District Court for the
Southern District of Ohio, Eastern Division, on March 10, 1995, relating
to the Ohio Take-Over Act, the Preference Share Purchase Rights and the
impairment of the voting rights of certain Shares under Sections
1701.01(CC)(2) and 1701.831 of the Ohio Revised Code..................... *

(g)(5) --Motion of Plaintiff Avant-Garde Optics, Inc. for a Hearing and Order to
Show Cause filed on March 10, 1995 by Avant-Garde Optics, Inc. in the
United States District Court for the Southern District of Ohio, Eastern
Division, in the action entitled Luxottica Group S.p.A., et al. v. The
United States Shoe Corporation, et al. (C-2-95-244)...................... *

(g)(6) --Opinion and Order issued on March 16, 1995 by the United States District
Court for the Southern District of Ohio, Eastern Division, in the action
entitled Luxottica Group S.p.A., et al. v. The United States Shoe
Corporation, et al. (C-2-95-244)......................................... *

(g)(7) --Answer of Defendants The United States Shoe Corporation, Joseph H.
Anderer, Philip E. Beekman, Gilbert Hahn, Jr., Roger L. Howe, Bannus B.
Hudson, Lorrence Kellar, Albert M. Kronick, Thomas Laco, Charles S.
Mechem, Jr., John L. Roy and Phyllis S. Sewell, and Counterclaim of
Defendant The United States Shoe Corporation Against Plantiffs for
Preliminary and Permanent Injunction for False and Misleading Statements
in SEC Filings and Tender Offer Materials, filed on March 22, 1995 by The
United States Shoe Corporation and Named Defendants in the United States
District Court for the Southern District of Ohio, Eastern Division, in
the action entitled Luxottica Group S.p.A., et al. v. The United States
Shoe Corporation, et al. (C-2-95-244).................................... *

(g)(8) --Order issued on March 22, 1995 by the United States District Court for
the Southern District of Ohio, Eastern Division, in the action entitled
Luxottica Group S.p.A., et al. v. The United States Shoe Corporation, et
al. (C-2-95-244)......................................................... *

(g)(9) --Order issued on March 23, 1995 by the United States District Court for
the Southern District of Ohio, Eastern Division, in the action entitled
Luxottica Group S.p.A., et al.v. The United States Shoe Corporation, et
al. (C-2-95-244)......................................................... *

(g)(10) --Order issued on March 23, 1995 by the United States District Court for
the Southern District of Ohio, Eastern Division, in the action entitled
Luxottica Group S.p.A., et al.v. The United States Shoe Corporation, et
al. (C-2-95-244)......................................................... *
</TABLE>

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* Previously filed.

7
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<TABLE>
<CAPTION>
EXHIBIT PAGE
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(g)(11) --Motion for Leave to File a Third Amended Complaint filed on March 24,
1995 by Luxottica Group S.p.A., Luxottica Acquisition Corp. and
Avant-Garde Optics, Inc. in the United States District Court for the
Southern District of Ohio, Eastern Division, in the action entitled
Luxottica Group S.p.A., et al. v. The United States Shoe Corporation, et
al. (C-2-95-244)......................................................... *

(g)(12) --Answer of Defendants The United States Shoe Corporation, Joseph H.
Anderer, Philip E. Beekman, Gilbert Hahn, Jr., Roger L. Howe, Bannus B.
Hudson Lorrence Kellar, Albert M. Kronick, Thomas Laco, Charles S.
Mechem, Jr., John L. Roy and Phyllis S. Sewell, and Amended Counterclaim
of Defendant The United States Shoe Corporation Against Plaintiffs for
Preliminary and Permanent Injunction for False and Misleading Statements
in SEC Filings and Tender Offer Materials, filed on March 29, 1995 by The
United States Shoe Corporation and Named Defendants in the United States
District Court for the Southern District of Ohio, Eastern Division, in
the action entitled Luxottica Group S.p.A., et al. v. The United States
Shoe Corporation, et al. (C-2-95-244).................................... *

(g)(13) --Amended Answer of Defendants The United States Shoe Corporation, Joseph
H. Anderer, Philip E. Beekman, Gilbert Hahn, Jr., Roger L. Howe, Bannus
B. Hudson, Lorrence Kellar, Albert M. Kronick, Thomas Laco, Charles S.
Mechem, Jr., John L. Roy and Phyllis S. Sewell to Third Amended Complaint
and Amended Counterclaim of Defendant The United States Shoe Corporation
Against Plaintiffs for Preliminary and Permanent Injunction for
Misstatements and Omissions in SEC Filings and Tender Offer Materials,
filed on April 6, 1995 by The United States Shoe Corporation and Named
Defendants in the United States District Court for the Southern District
of Ohio, Eastern Division, in the action entitled Luxottica Group S.p.A.,
et al. v. The United States Shoe Corporation, et al. (C-2-95-244)........ *

(g)(14) --Agreed Pre-Hearing Order entered by the District Court on April 7,
1995..................................................................... *

(g)(15) --Reply to Second Amended Counterclaim filed by the Luxottica Plaintiffs on
April 11, 1995 in the District Court..................................... *

(g)(16) --Agreed Order entered by the District Court on April 20, 1995............. *

(g)(17) --Defendants' Third Amended Counterclaim filed on April 17, 1995 by The
United States Shoe Corporation and Named Defendants in the United States
District Court for the Southern District of Ohio, Eastern Division, in
the action entitled Luxottica Group S.p.A., et al. v. The United States
Shoe Corporation, et al. (C-2-95-244)....................................
</TABLE>

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* Previously filed.

Exhibit (a)(33)

U.S. SHOE
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NEWS RELEASE Women's Apparel Retailing *

LensCrafters Optical Retailing *

Footwear * Wholesaling & Retailing *

Contacts: Robert M. Burton Felicia Vonella
Director of Corporate Dewe Rogerson Inc.
Communications (212) 688-6840
The United States Shoe
Corporation
(513) 527-7471 Dan Burch
MacKenzie Partners, Inc.
Information Agent
(212) 929-5748

FOR IMMEDIATE RELEASE

U.S. SHOE CORPORATION AND LUXOTTICA ANNOUNCE DEFINITIVE MERGER AGREEMENT

CINCINNATI, Ohio and MILAN, Italy April 21, 1995 -- The United States
Shoe Corporation (NYSE: USR) and Luxottica Group S.p.A. (NYSE: LUX) today
announced they have signed a definitive merger agreement under which
Luxottica Acquisition Corp., an indirect wholly owned subsidiary of
Luxottica Group, will purchase all outstanding common shares of U.S. Shoe
for $28 per share in cash. The Boards of Directors of both companies have
unanimously approved the agreement.

The transaction, valued at approximately $1.4 billion, will be
effected through an amendment of Luxottica's outstanding tender offer and
is subject to certain conditions, including the receipt of at least two-
thirds of the fully diluted common shares of U.S. Shoe, and the acquisition
being authorized by U.S. Shoe shareholders at the "831" meeting required
under Ohio law. Such meeting is scheduled for May 5, 1995, but may be
adjourned to permit dissemination of revised proxy materials to U.S. Shoe
shareholders. Unless otherwise extended, the tender is expected to close
at midnight on May 5, 1995. U.S. Shoe's previously announced agreement to
sell its footwear business to Nine West for approximately $600 million in
cash and warrants will not be affected by this merger agreement.

<PAGE>

and footwear operations in the past year, and made progress in positioning
our apparel business for a turnaround. The success of our effort is
evident in this agreement. Two months ago, our Board of Directors embarked
on a strategy of enhancing value in the near term, and this transaction
with Luxottica accomplishes just that for our shareholders."

"We are delighted that an agreement has been executed today between
Luxottica and U.S. Shoe for the combination of the two companies. The
partnership between Luxottica and LensCrafters can now begin in earnest to
build value for our shareholders, independent customers and all consumers
who appreciate quality eyewear products. The future of these combined
businesses, which are both industry leaders in their own rights, is
exceptionally promising," said Claudio Del Vecchio, Managing Director of
Luxottica.

U.S. Shoe also announced that the Distribution Date under its Rights
Agreement has been further extended until midnight, New York City time, on
Friday, May 5, 1995, or such later date as the Board of Directors may
determine.

The United States Shoe Corporation is a specialty retailer of women's
apparel, optical products and footwear, operating approximately 2,400
retail outlets and leased departments with such familiar names as Easy
Spirit, Casual Corner, Petite Sophisticate, August Max Woman, and Capezio.
The LensCrafters optical retailing business is the world's leading optical
retailer with 604 retail stores.

Luxottica Group S.p.A., based in Italy, is a world leader in the
design, manufacture and marketing of high-quality eyeglass frames and
sunglasses in the mid- and premium price categories. Luxottica's products,
which are designed and manufactured in four facilities located in Italy and
include over 1,700 styles available in a wide array of colors and sizes.

Exhibit (a)(34)

Supplement to the Offer to Purchase Dated March 3, 1995

LUXOTTICA ACQUISITION CORP.
an indirect wholly owned subsidiary of
LUXOTTICA GROUP S.P.A.
Has Amended Its Offer to Increase
the Cash Purchase Price for
All Outstanding Common Shares
(Including the Associated Preference Share Purchase Rights)
of
THE UNITED STATES SHOE CORPORATION
to
$28.00 NET PER SHARE

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, MAY 5, 1995,
UNLESS THE OFFER IS EXTENDED.
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES WHICH, WHEN ADDED TO THE SHARES BENEFICIALLY OWNED BY LUXOTTICA
ACQUISITION CORP. (THE "PURCHASER") AND ITS AFFILIATES, CONSTITUTES AT LEAST
TWO-THIRDS OF THE SHARES OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE OF
PURCHASE AND (2) THE ACQUISITION OF SHARES PURSUANT TO THE OFFER BEING
AUTHORIZED BY THE SHAREHOLDERS OF THE UNITED STATES SHOE CORPORATION (THE
"COMPANY") PURSUANT TO THE OHIO CONTROL SHARE ACQUISITION LAW, SECTION 1701.831
OF THE OHIO REVISED CODE ("SECTION 831"), OR THE PURCHASER BEING SATISFIED, IN
ITS SOLE DISCRETION, THAT SECTION 831 IS INVALID OR INAPPLICABLE TO THE
ACQUISITION OF SHARES PURSUANT TO THE OFFER. THE OFFER IS ALSO SUBJECT TO OTHER
TERMS AND CONDITIONS CONTAINED IN THIS SUPPLEMENT. SEE SECTION 8 OF THIS
SUPPLEMENT.
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THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE OFFER
AND THE MERGER DESCRIBED HEREIN ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE
SHAREHOLDERS OF THE COMPANY, HAS APPROVED THE OFFER AND THE MERGER
AND RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES
PURSUANT TO THE OFFER.
--------------

IMPORTANT

Any shareholder desiring to tender all or any portion of such shareholder's
Shares (and the associated Rights) should either (a) complete and sign one of
the Letters of Transmittal (or a facsimile thereof) in accordance with the
instructions in the Letters of Transmittal and mail or deliver it together with
the certificate(s) representing tendered Shares and, if separate, the
certificate(s) representing the associated Rights, and any other required
documents, to the Depositary or tender such Shares (and Rights, if applicable)
pursuant to the procedure for book-entry transfer set forth in Section 3 of the
Offer to Purchase or (b) request such shareholder's broker, dealer, commercial
bank, trust company or other nominee to effect the transaction for such
shareholder. A shareholder whose Shares and, if applicable, Rights are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee if such shareholder desires to tender such Shares and, if
applicable, Rights.

A shareholder who desires to tender such shareholder's Shares and associated
Rights and whose certificates representing such Shares (or Rights, if
applicable) are not immediately available or who cannot comply with the
procedures for book-entry transfer on a timely basis may tender such Shares (and
Rights, if applicable) by following the procedures for guaranteed delivery set
forth in Section 3 of the Offer to Purchase.

Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth on the back cover of the Offer to Purchase or this Supplement.
Additional copies of the Offer to Purchase, this Supplement, the revised Letter
of Transmittal, the revised Notice of Guaranteed Delivery and other related
materials may be obtained from the Information Agent or from brokers, dealers,
commercial banks and trust companies.
--------------
The Dealer Manager for the Offer is:
CS FIRST BOSTON
April 24, 1995
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
INTRODUCTION............................................................................ 3

THE TENDER OFFER........................................................................ 6
1. Amended Terms of the Offer........................................................ 6
2. Procedures for Accepting the Offer and Tendering Shares and Rights................ 7
3. Price Range of the Shares; Dividends.............................................. 7
4. Certain Information Concerning the Company........................................ 7
5. Source and Amount of Funds........................................................ 10
6. Background of the Offer and Contacts with the Company since March 3, 1995......... 11
7. Merger Agreement.................................................................. 14
8. Certain Conditions of the Offer................................................... 25
9. Certain Legal Matters; Required Regulatory Approvals.............................. 26
10. Miscellaneous..................................................................... 33
</TABLE>

2
<PAGE>
To All Holders of Common Shares
(Including the Associated Preference Share
Purchase Rights) of The United States Shoe Corporation:

INTRODUCTION

The following information amends and supplements the Offer to Purchase,
dated March 3, 1995 (the "Offer to Purchase"), of Luxottica Acquisition Corp., a
Delaware corporation (the "Purchaser") and an indirect wholly owned subsidiary
of Luxottica Group S.p.A., a corporation organized under the laws of the
Republic of Italy ("Parent"), pursuant to which the Purchaser is offering to
purchase all outstanding Common Shares, without par value (the "Shares"), of The
United States Shoe Corporation, an Ohio corporation (the "Company"), and the
associated preference share purchase rights (the "Rights") issued pursuant to
the Rights Agreement, dated as of March 31, 1986, as amended by the First
Amendment to Rights Agreement, dated as of March 23, 1988, each between the
Company and Morgan Shareholder Services Trust Company (as successor to Morgan
Guaranty Trust Company of New York), and by the Second Amendment to Rights
Agreement, dated as of June 1, 1993, between the Company and The Bank of New
York and by the Third Amendment to Rights Agreement, dated as of March 29, 1995
(as so amended, the "Rights Agreement"), between the Company and State Street
Bank and Trust Company, as Rights Agent. The Purchaser has increased the price
to be paid in the Offer to $28.00 per Share (and associated Right), net to the
seller in cash without interest thereon (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, this Supplement
and in the revised Letter of Transmittal (which, as amended from time to time,
together constitute the "Offer"). Unless the context requires otherwise, all
references to Shares herein and in the Offer to Purchase shall include the
Rights, and all references to the Rights shall include all benefits that may
inure to the holders of the Rights pursuant to the Rights Agreement.

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE
OFFER AND THE MERGER DESCRIBED HEREIN ARE FAIR TO, AND IN THE BEST INTERESTS OF,
THE SHAREHOLDERS OF THE COMPANY, HAS APPROVED THE OFFER AND THE MERGER AND
RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT
TO THE OFFER.

Avant-Garde Optics, Inc., a wholly owned subsidiary of Parent
("Avant-Garde"), the Purchaser and the Company have entered into an Agreement
and Plan of Merger, dated as of April 21, 1995 (the "Merger Agreement"), which
provides for, among other things, (i) an increase in the price per Share to be
paid pursuant to the Offer from $24.00 per Share to $28.00 per Share, net to the
seller in cash without interest thereon, (ii) the elimination of certain
conditions to the Offer, (iii) the amendment and restatement of certain other
conditions to the Offer as set forth in their entirety in Section 8 of this
Supplement, (iv) the extension of the Offer to 12:00 Midnight on Friday, May 5,
1995 or such later date as is required pursuant to the Merger Agreement based on
the satisfaction of the Control Share Condition (as herein defined) or the
occurrence of the Section 831 Meeting (as herein defined) and (v) the merger of
the Purchaser or another direct or indirect wholly owned subsidiary of Parent
with the Company (the "Merger") following the consummation of the Offer. In the
Merger, each Share not owned by Parent, Avant-Garde, the Purchaser or any other
direct or indirect subsidiary of Avant-Garde (other than Shares held in the
treasury of the Company) and Dissenting Shares (as such term is defined in the
Merger Agreement) shall be cancelled, extinguished and converted into the right
to receive $28.00 net per Share in cash without interest thereon. Parent has
entered into a Guaranty, dated as of April 21, 1995 (the "Guaranty"), pursuant
to which Parent has guaranteed the obligations of Avant-Garde and the Purchaser
under the Merger Agreement and certain other documents relating to the Offer.
See Section 7 of this Supplement.

THE OFFER IS NOW CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF

3
<PAGE>
THE OFFER A NUMBER OF SHARES WHICH, WHEN ADDED TO THE SHARES BENEFICIALLY OWNED
BY THE PURCHASER AND ITS AFFILIATES, CONSTITUTES AT LEAST TWO-THIRDS OF THE
SHARES OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE OF PURCHASE (THE
"MINIMUM CONDITION") AND (2) THE ACQUISITION OF SHARES PURSUANT TO THE OFFER
BEING AUTHORIZED BY THE SHAREHOLDERS OF THE COMPANY PURSUANT TO SECTION 831 OR
THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT SECTION 831 IS
INVALID OR INAPPLICABLE TO THE ACQUISITION OF SHARES PURSUANT TO THE OFFER (THE
"CONTROL SHARE CONDITION").

Minimum Condition. Consummation of the Offer is conditioned upon there being
validly tendered and not withdrawn prior to the expiration of the Offer a number
of Shares which, when added to the Shares beneficially owned by the Purchaser
and its affiliates, constitutes at least two-thirds of the Shares outstanding on
a fully diluted basis on the date of purchase. For purposes of this Offer, "on a
fully diluted basis" means, as of any date, the number of Shares outstanding,
together with Shares that the Company is then required to issue pursuant to
obligations outstanding at that date under employee stock option or other
benefit plans or otherwise (assuming all such options are presently
exercisable).

Based on the representations and warranties of the Company contained in the
Merger Agreement, as of April 20, 1995 there were 46,958,375 Shares outstanding,
3,603,900 Shares reserved for issuance pursuant to options granted under the
Company's various stock option plans and 5,700 Shares issuable under one of the
Company's stock purchase plans. Based on this information, the Minimum Condition
will be satisfied if at least 33,711,984 Shares are validly tendered and not
properly withdrawn on or prior to the Expiration Date (as defined in Section 1
of this Supplement). If the Minimum Condition is satisfied, the Purchaser will
be able to approve the Merger without the affirmative vote of the holders of any
other Shares.

Control Share Condition. Consummation of the Offer is conditioned upon the
acquisition of Shares pursuant to the Offer by the Purchaser being authorized by
the shareholders of the Company pursuant to Section 831 at a special meeting of
shareholders of the Company (the "Section 831 Meeting") duly and validly called
and held in accordance with Section 831, or the Purchaser being satisfied, in
its sole discretion, that Section 831 is invalid or inapplicable to the
acquisition of Shares pursuant to the Offer.

Under Section 831, unless a corporation's articles or regulations otherwise
provide, any "control share acquisition" of an "issuing public corporation"
(such as the Company) may be made only with the prior authorization of its
shareholders in accordance with Section 831. Neither the Company's Articles nor
its Regulations currently contain a provision by which the Company "opts out" of
Section 831. On March 29, 1995, Parent and the Purchaser commenced distribution
of definitive proxy materials soliciting agent designations from the Company's
shareholders for the call of a special meeting of the Company's shareholders
(the "Special Meeting") at which, among other things, Parent and the Purchaser
planned to propose that, if the Control Share Condition had not theretofore been
satisfied, the Regulations of the Company be amended to provide that Section 831
does not apply to the purchase of the Shares pursuant to the Offer. Pursuant to
the Merger Agreement, Parent and the Purchaser have agreed to withdraw and
rescind such solicitation materials.

Section 831 requires shareholder approval of any proposed "control share
acquisition" of the Company. A "control share acquisition" is the acquisition,
directly or indirectly, by any person of control in respect of shares that
entitles such person to exercise or direct the exercise of twenty percent (20%)
or more of the voting power in the election of directors. A control share
acquisition must be approved in advance (i) by the holders of at least a
majority of the voting power of the corporation in the election of directors
represented at a Section 831 Meeting at which a quorum is present and (ii) by
the holders of a majority of such voting power excluding the voting shares owned
by the acquiring shareholder and certain other "Interested Shares" (as defined
in Section 15 of the Offer to Purchase).

4
<PAGE>
Section 831 provides that a quorum shall be deemed to be present at the Section
831 Meeting if at least a majority of the Shares, and a majority of the Shares
excluding those that are "Interested Shares," are represented at such meeting in
person or by proxy.

Under Section 831, the Company must call the Section 831 Meeting to consider
the authorization of an acquisition of Shares covered by Section 831 no later
than ten (10) days, and it must be held no later than fifty (50) days, following
its receipt of an "acquiring person statement" from the acquiring person.
However, the acquiring person may request, at the time of delivery of the
acquiring person statement, that the Section 831 Meeting not be held sooner than
thirty (30) days after receipt by the Company of such statement.

Without waiving their right to challenge the validity of all or any part of
Section 831 or to seek an amendment to the Company's Regulations opting out of
Section 831, and reserving their right to take actions inconsistent with the
applicability of Section 831, Parent and the Purchaser delivered to the Company
on March 3, 1995 an acquiring person statement relating to the Offer. On March
10, 1995, the Company issued a press release announcing that its Board of
Directors had called the Section 831 Meeting for April 21, 1995.

In addition, Parent and the Purchaser brought an action for declaratory and
other relief against the Company on March 3, 1995 in the United States District
Court for the Southern District of Ohio, Eastern Division (the "District
Court"), seeking, among other things, an order declaring that the provisions of
Section 831 and Section 1701.01(CC)(2) of the ORC that impair the voting rights
of the Disqualified Shares (as defined in Section 15 of the Offer to Purchase)
at the Section 831 Meeting are unconstitutional or otherwise invalid as such
provisions may be applied to the Offer. On March 16, 1995, the District Court
issued a preliminary injunction enjoining the Company and the State of Ohio from
applying to the Offer the provisions of Section 1701.01(CC)(2) of the ORC which,
by their terms, would have impaired the voting rights of Disqualified Shares at
the Section 831 Meeting. See Section 9 of this Supplement and Section 15 of the
Offer to Purchase.

On April 21, 1995, the Section 831 Meeting was convened and adjourned to May
5, 1995. On April 24, 1995, Parent and the Purchaser filed revised preliminary
proxy materials relating to the Section 831 Meeting with the Commission, and
upon completion of the review of such materials by the staff of the Commission,
Parent and the Purchaser will commence distribution of revised definitive proxy
materials to the Company's shareholders. The Section 831 Meeting may be
adjourned to a later date to permit dissemination of such proxy materials in
accordance with applicable rules of the Commission.

THIS SUPPLEMENT DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR THE
SECTION 831 MEETING. PARENT AND THE PURCHASER INTEND TO DISTRIBUTE REVISED
DEFINITIVE MATERIALS SOLICITING PROXIES FROM THE COMPANY'S SHAREHOLDERS TO
APPROVE THE CONTROL SHARE ACQUISITION PURSUANT TO THE OFFER. SUCH SOLICITATION
BY PARENT AND THE PURCHASER WILL BE MADE ONLY PURSUANT TO SEPARATE PROXY
MATERIALS COMPLYING WITH THE REQUIREMENTS OF SECTION 14(A) OF THE EXCHANGE ACT
AND THE RULES AND REGULATIONS THEREUNDER. HOWEVER, THIS SUPPLEMENT IS BEING, AND
THE OFFER TO PURCHASE HAS BEEN, PROVIDED TO HOLDERS OF SHARES IN CONNECTION WITH
SUCH SOLICITATION.

The Offer is no longer subject to the Rights Condition or the Business
Combination Condition (each as defined in the Offer to Purchase) because the
Board of Directors of the Company has approved the Offer and the Merger and
taken other actions to render the Rights and the Ohio Business Combination Law
inapplicable to the Offer and the Merger. The Offer is no longer subject to the
Financing Condition (as defined in the Offer to Purchase).

Certain other conditions to the Offer are described in Section 8 of this
Supplement. The Purchaser expressly reserves the right in its sole judgment to
waive any one or more of the conditions to the Offer other than the Minimum
Condition and the Control Share Condition. See Sections 7 and 8 of this
Supplement.

5
<PAGE>
Procedures for tendering Shares are set forth in Section 3 of the Offer to
Purchase and Section 2 of this Supplement. Tendering shareholders should use the
revised GREEN Letter of Transmittal and the revised YELLOW Notice of Guaranteed
Delivery circulated with this Supplement. However, to the extent the revised
GREEN Letter of Transmittal or the revised YELLOW Notice of Guaranteed Delivery
is not obtainable, tendering shareholders may continue to use the BLUE Letter of
Transmittal and the GREY Notice of Guaranteed Delivery that were provided with
the Offer to Purchase. Although such BLUE Letter of Transmittal refers only to
the Offer to Purchase, shareholders using such document to tender their Shares
will nevertheless receive $28.00 net per Share in cash for each Share validly
tendered and not properly withdrawn and accepted for payment pursuant to the
Offer, subject to the conditions of the Offer. A tender of Shares will also
constitute a tender of Rights.

SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN
THEIR SHARES PURSUANT TO THE OFFER ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION,
EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE
WAS UTILIZED. IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR BY THE PURCHASER
PURSUANT TO THE OFFER, SUCH SHAREHOLDERS WILL RECEIVE, SUBJECT TO THE CONDITIONS
OF THE OFFER, THE INCREASED CASH PURCHASE PRICE OF $28.00 NET PER SHARE IN CASH.
SEE SECTION 4 OF THE OFFER TO PURCHASE FOR THE PROCEDURES FOR WITHDRAWING SHARES
TENDERED PURSUANT TO THE OFFER.

Except as otherwise set forth in this Supplement, the terms and conditions
previously set forth in the Offer to Purchase remain applicable in all respects
to the Offer. The information set forth herein should be read in conjunction
with the Offer to Purchase and, unless the context otherwise requires, terms not
defined herein which are defined in the Offer to Purchase have the meanings
ascribed to them in the Offer to Purchase.

THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE REVISED LETTER OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER.

THE TENDER OFFER

1. AMENDED TERMS OF THE OFFER. Section 1 of the Offer to Purchase is amended
and supplemented by this Section 1 of this Supplement.

In connection with the Merger Agreement, the price per Share to be paid
pursuant to the Offer has been increased from $24.00 per Share to $28.00 per
Share, net to the seller in cash without interest thereon. Upon the terms and
subject to the conditions of the Offer (including, if the Offer is further
extended or amended, the terms and conditions of any extension or amendment),
the Purchaser will accept for payment and pay the increased price for all of the
Shares validly tendered prior to the Expiration Date (as herein defined) and not
withdrawn in accordance with Section 4 of the Offer to Purchase (including
Shares tendered prior to the date of this Supplement). The term "Expiration
Date" means 12:00 Midnight, New York City time, on Friday, May 5, 1995 unless
and until the Purchaser, subject to the terms of the Merger Agreement, shall
have extended the period of time during which the Offer is open, in which event
the term "Expiration Date" shall mean the latest time and date at which the
Offer, as so extended by the Purchaser, shall expire. See Section 7 of this
Supplement for a description of the provisions of the Merger Agreement regarding
extensions of the Offer by the Purchaser.

<PAGE>
This Supplement, the revised GREEN Letter of Transmittal and other relevant
materials will be mailed by the Company to record holders of Shares whose names
appear on the Company's shareholder list and the list of holders of Rights, if
any, and will be furnished to brokers, dealers, commercial banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the shareholder list and list of holders of Rights or, if applicable,
who are listed as participants in a clearing agency's security position listing
for subsequent transmittal to beneficial owners of Shares and Rights.

2. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES AND
RIGHTS. Section 3 of the Offer to Purchase is amended and supplemented by this
Section 2 of this Supplement.

Tendering shareholders should use the revised GREEN Letter of Transmittal
and the revised YELLOW Notice of Guaranteed Delivery included with this
Supplement. However, to the extent the revised GREEN Letter of Transmittal or
the revised YELLOW Notice of Guaranteed Delivery is not obtainable, tendering
shareholders may continue to use the BLUE Letter of Transmittal and the GREY
Notice of Guaranteed Delivery that were provided with the Offer to Purchase.
Although such BLUE Letter of Transmittal refers only to the Offer to Purchase
and indicates that the Offer will expire at 12:00 Midnight, New York City time,
on Thursday, March 30, 1995, shareholders using such document to tender their
shares will nevertheless receive $28.00 net per Share in cash for each Share
validly tendered and not properly withdrawn and accepted for payment pursuant to
the Offer, subject to the conditions of the Offer, and will be able to tender
their Shares pursuant to the Offer until 12:00 Midnight, New York City time, on
Friday, May 5, 1995 (or such later date to which the Offer may be extended).
SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SHARES PURSUANT TO THE OFFER
USING THE BLUE LETTER OF TRANSMITTAL OR THE GREY NOTICE OF GUARANTEED DELIVERY
AND WHO HAVE NOT PROPERLY WITHDRAWN SUCH SHARES HAVE VALIDLY TENDERED SUCH
SHARES FOR THE PURPOSES OF THE OFFER, AS AMENDED, AND NEED NOT TAKE ANY FURTHER
ACTION, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEE DELIVERY PROCEDURE IF SUCH
PROCEDURE WAS UTILIZED..

3. PRICE RANGE OF THE SHARES; DIVIDENDS. Section 6 of the Offer to Purchase
is amended and supplemented by this Section 3 of this Supplement.

According to publicly available information, on March 2, 1995 the Company
declared a dividend of $0.08 per Share payable on March 28, 1995 to holders of
record on March 13, 1995. The reported high and low closing sale prices per
Share on the NYSE Composite Tape for the current fiscal quarter through April
21, 1995 were $27 5/8 and $18 5/8, respectively. On April 13, 1995, the last
full trading day prior to the issuance of a joint press release by Parent and
the Company announcing an agreement in principle relating to the acquisition of
the Company by Parent for $28.00 per Share in cash, the reported closing price
on the NYSE Composite Tape was $26 1/2 per Share.

SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.

4. CERTAIN INFORMATION CONCERNING THE COMPANY. Section 7 of the Offer to
Purchase is amended and supplemented by this Section 4 of this Supplement.

Except as otherwise set forth in this Supplement, the information concerning
the Company contained in this Supplement and the Offer to Purchase has been
taken from or based upon publicly available documents and records on file with
the Commission and other public sources. Neither Parent, the Purchaser nor the
Dealer Manager assumes any responsibility for the accuracy or completeness of
the information concerning the Company contained in such documents and records
or for any failure by the Company to disclose events which may have occurred or
may affect the significance or accuracy of any such information but which are
unknown to Parent, the Purchaser or the Dealer Manager.

On March 16, 1995, the Company issued a press release announcing a
definitive agreement (the "Nine West Purchase Agreement") with Nine West Group,
Inc. ("Nine West") for the acquisition of the Company's Footwear Group for total
consideration of approximately $600 million, comprised of

7
<PAGE>
$560 million cash, plus warrants to purchase approximately 3.7 million shares of
Nine West stock at a price of $35.50 per share at any time during the next eight
and one-half years.

On April 6, 1995, the Company issued a press release providing the following
information. Comparable store sales at the Company's retailing operations for
the five weeks ended April 1, 1995 decreased 6.1% from the same period in the
prior fiscal year. Total retail sales of the Company's women's specialty,
optical and footwear retailing operations were approximately $203.9 million
compared with approximately $206.7 million in the same period a year ago, a
decrease of 1.3%. The total number of stores open was 2,374 versus 2,259 last
year, an increase of 5.1% over the prior year. Comparable store sales at the
Company's retailing operations for the two month period ended April 1, 1995
decreased 4.6% from the comparable period in 1994. Total retail sales for this
period were approximately $346.0 million compared to approximately $346.1
million in the same period a year ago. Comparable store sales of the Women's
Apparel Retailing Group decreased 11.9% in March 1995 compared to March 1994 and
11.1% for the two months ended April 1, 1995 compared with the same period in
1994. Total sales of these operations were approximately $95.2 million for March
1995 (a decrease of 6.3% from March 1994) and approximately $159.7 million for
the two months ended April 1, 1995 (a decrease of 6.0% from the same period in
1994). There were 1,365 women's apparel retailing stores at the end of March
1995 compared to 1,312 at the same time in 1994. The Optical Retailing Group's
comparable domestic store sales increased 3.5% from March 1994 to March 1995 and
5.3% for the two months ended April 1, 1995. Total domestic sales of these
operations were approximately $79.5 million for March 1995 (an increase of 7.8%
from March 1994) and approximately $137.7 million for the two months ended April
1, 1995 (an increase of 9.5% from the same period in 1994). At the end of March
1995, the Optical Retailing Group operated 535 domestic stores and leased
departments and 59 stores in Canada compared to 498 domestic stores and leased
departments and 60 stores in Canada at the end of March 1994. Comparable store
sales of the Footwear Retailing Group decreased 12.6% in March 1995 from March
1994 and 9.8% for the two months ended April 1, 1995 from the comparable period
in 1994. Total sales of these operations were approximately $23.3 million for
March 1995 (a decrease of 8.0% from March 1994) and approximately $38.2 million
for the two months ended April 1, 1995 (a decrease of 4.8% from the same period
in 1994). At the end of March 1995, the Footwear Retailing Group had 415 stores
and leased departments compared to 389 at the same time in 1994.

In the April 6, 1995 press release, the Company also announced that on April
3, 1995 LensCrafters completed its acquisition of the Opti-World chain of 59
optical superstores ("Opti-World").

Certain Company Projections. During the course of discussions among the
Company, Parent and the Purchaser and their respective financial advisors that
led to the execution of the Merger Agreement (see Section 6 of this Supplement),
Parent and the Purchaser were provided with certain non-public business and
financial information by the Company and its financial advisor. This information
included (i) projections of the future operating performance of the Company's
Optical Retailing and Women's Specialty Retailing Groups, dated April 7, 1995
and March 29, 1995, respectively (the "Projections"), (ii) certain balance sheet
information relating to the Company, (iii) the Company's estimate of the tax
basis of each of its Footwear and Women's Specialty Retailing Groups of
approximately $278.0 million and $105.0 million, respectively, as of January 28,
1995 (the "Tax Basis Estimates"), and (iv) information as to amounts that may be
required to be funded or paid pursuant to employee benefit and severance
compensation agreementsif the acquisition of the Company by the Purchaser is
effected of approximately $50.0 million (the "Employee Benefits Estimates" and
together with the Tax Basis Estimates, the "Estimates"). The Employee Benefits
Estimates have been derived by Parent and the Purchaser from information
provided by the Company. The Employee Benefits Estimates are pre-tax and do
not give effect to either the consummation of the Nine West Purchase Agreement
or amounts payable pursuant to the Company's Economic Bridge Program.

The following information has been excerpted or derived from the materials
presented to Parent and the Purchaser. The Projections have been prepared
utilizing numerous assumptions, including

8
<PAGE>
those relating to sales growth and the achievability of specific store opening,
restructuring and capital expenditure programs and do not reflect certain
corporate adjustments. The Projections do not give effect to the Offer or the
Merger.

The Optical Retailing Group Projections include the following assumptions,
among others, (i) the financial effects of Opti-World following its acquisition
by the Company in April 1995, and (ii) in 1997, an additional analysis ("1997P")
which includes the financial effects of new stores as if they had been open for
an entire fiscal year as opposed to the assumption, used in 1995, 1996 and 1997,
that new stores are open for one-half of a fiscal year and that the financial
results for such fiscal year include the contribution of these new stores on
such basis. In addition, the Company provided to Parent and the Purchaser
projections that reflect the financial effects of a theoretical acquisition in
1996 (the "Acquisition"). The Acquisition is assumed to add 50 stores,
approximately an incremental $60.0 million in net sales and an incremental
$8.0 million in operating income on a full fiscal year basis. The Projections
below do not reflect such Acquisition. The Optical Retailing Group reported
the following financial results for 1992 and 1993, respectively: net sales of
$660.1 million and $698.7 million, including increases in comparable store
sales from the prior year of 1.4% and 2.9%; operating income of $40.4 million
and $43.6 million and 502 and 543 stores and leased departments in operation
at the end of the year (including operations subsequently divested).

The Women's Specialty Retailing Group Projections assume, among other
things, (i) a reduction of 297 stores through sale or closure as if such sale or
closure (which did not occur) had occurred on January 30, 1995, which on a
proforma basis reduces net sales by $190.0 million and losses from operations
by $18.7 million ("1995 Revised"), without giving effect to the cost of any
possible store closures, (ii) a significant improvement in comparable store
sales growth and gross profit margins during the second half of 1995, and
(iii) the continuation, through the Projection period, of current terms with
the Company's vendors. The Women's Specialty Retailing Group reported the
following financial results for 1992 and 1993, respectively: net sales of
$1,262.2 million and $1,217.1 million, including declines in comparable store
sales from the prior year of 3.0% and 0.5%; operating income (loss) of $12.1
million and ($41.7) million and 1,523 and 1,306 stores in operation at the end
of the year (including operations subsequently divested).

OPTICAL RETAILING GROUP PROJECTIONS
(Dollars in millions)
<TABLE>
<CAPTION>
FISCAL YEAR
---------------------------------------------------------
1994 1995 1996 1997 1997P(1)
----------- ------ -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales................................ $ 766.7 $905.4 $1,003.2 $1,106.4 $1,151.0
Operating income......................... 72.4 96.0 114.2 126.0 131.7

CASH FLOW DATA:
Depreciation and amortization............ $ 38.1 $ 42.0 $ 47.8 $ 52.2 $ 54.1
Capital expenditures..................... (38.8) (64.7) (65.0) (78.0) (78.0)

OTHER DATA:
Year end store count..................... 591 675 740 832 832
Increase in comparable store sales(2).... 11.4% 5.6% 4.2% 4.2% 4.2%
</TABLE>

- ------------

(1) Assumes new stores are open for full fiscal year as opposed to one-half of a
fiscal year as included in 1995, 1996 and 1997.

(2) Excludes additional sales from new products and initiatives.

9
<PAGE>
WOMEN'S SPECIALTY RETAILING GROUP PROJECTIONS
(Dollars in millions)
<TABLE>
<CAPTION>
FISCAL YEAR
-------------------------------------------------------------
1995 1995
1994 PLAN PROFORMA(1) 1996(1) 1997(1)
----------- -------- ---------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.............................. $ 1,125.5 $1,254.8 $ 1,064.8 $1,212.2 $1,380.4
Operating income (loss)................ (54.2) 18.0(2) 42.3 69.6 100.1

CASH FLOW DATA:
Depreciation and amortization.......... $ 31.7 $ 34.8 $ 29.0 $ 32.6 $ 39.6
Capital expenditures................... (24.2) (29.8) (29.8) (66.0) (58.6)

OTHER DATA:
Year end store count................... 1,350 1,436 1,139 1,247 1,326
Increase (decrease) in comparable store
sales.................................... (5.0%) 3.5% 4.1% 5.3% 6.9%
Capitalized operating leases........... $ 306.1 $ 349.1 $ 306.7 $ 328.7 $ 342.6
</TABLE>

- ------------

(1) Assumes a variety of pro forma adjustments relating to the sale or closure
of 297 stores as if such sale or closure (which did not occur) had occurred
at the beginning of the 1995 fiscal year.

(2) Excludes management profit reserve of $5.6 million.

TO THE KNOWLEDGE OF PARENT AND THE PURCHASER, THE COMPANY DOES NOT AS A
MATTER OF COURSE PUBLICLY DISCLOSE PROJECTIONS OR ESTIMATES AS TO FUTURE
REVENUES, EARNINGS, FINANCIAL CONDITION OR OPERATING PERFORMANCE. THE
PROJECTIONS AND THE ESTIMATES ARE INCLUDED IN THIS SUPPLEMENT ONLY BECAUSE SUCH
INFORMATION WAS FURNISHED TO PARENT AND THE PURCHASER BY THE COMPANY WITHOUT
INDEPENDENT VERIFICATION. THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TO
COMPLIANCE WITH THE GUIDELINES ESTABLISHED BY THE COMMISSION OR THE AMERICAN
INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PROJECTIONS AND FORECASTS.
THE PROJECTIONS AND ESTIMATES REFLECT NUMEROUS ASSUMPTIONS, ALL MADE BY COMPANY
MANAGEMENT, WITH RESPECT TO INDUSTRY PERFORMANCE, GENERAL BUSINESS, ECONOMIC,
MARKET AND FINANCIAL CONDITIONS AND OTHER MATTERS, ALL OF WHICH ARE DIFFICULT
TO PREDICT AND MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL AND NONE OF WHICH
WERE SUBJECT TO APPROVAL BY THE PURCHASER OR PARENT. ACCORDINGLY, THERE CAN BE
NO ASSURANCE THAT THE ASSUMPTIONS MADE IN PREPARING THE PROJECTIONS OR
ESTIMATES WILL BE ACCURATE, AND ACTUAL RESULTS MAY BE MATERIALLY GREATER OR
LESS THAN THOSE CONTAINED IN THE PROJECTIONS. THE INCLUSION OF THE PROJECTIONS
AND ESTIMATES HEREIN SHOULD NOT BE REGARDED AS AN INDICATION THAT ANY OF THE
COMPANY, PARENT, THE PURCHASER OR THEIR RESPECTIVE FINANCIAL ADVISORS
CONSIDERED OR CONSIDER THE PROJECTIONS TO BE A RELIABLE PREDICTION OF FUTURE
EVENTS, AND THE PROJECTIONS SHOULD NOT BE RELIED ON AS SUCH. NONE OF THE
COMPANY, PARENT, THE PURCHASER OR THEIR RESPECTIVE FINANCIAL ADVISORS ASSUME
ANY RESPONSIBILITY FOR THE VALIDITY, REASONABLENESS, ACCURACY OR
COMPLETENESS OF EITHER THE PROJECTIONS OR THE ESTIMATES. NEITHER THE COMPANY,
PARENT, THE PURCHASER NOR ANY OF THEIR FINANCIAL ADVISORS HAS MADE, OR MAKES,
ANY REPRESENTATION TO ANY PERSON REGARDING THE INFORMATION CONTAINED IN EITHER
THE PROJECTIONS OR THE ESTIMATES AND NONE OF THEM INTENDS TO UPDATE OR OTHERWISE
REVISE THE PROJECTIONS OR THE ESTIMATES TO REFLECT CIRCUMSTANCES EXISTING AFTER
THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS EVEN IN THE
EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING EITHER THE PROJECTIONS OR
THE ESTIMATES ARE SHOWN TO BE IN ERROR.

5. SOURCE AND AMOUNT OF FUNDS. Section 9 of the Offer to Purchase is amended
and supplemented by this Section 5 of this Supplement.

As a result of the increase in price per Share to be paid pursuant to the
Offer, the Purchaser estimates that approximately $1.4 billion will be required
to acquire all of the Shares pursuant to the Offer and the Merger. The Purchaser
expects to obtain these funds from capital contributions and/or loans from
affiliates of Parent. Such funds, in turn, are expected to be obtained from
borrowings under a credit facility to be established with a syndicate of
financial institutions consisting of a $1.0 billion

10
<PAGE>
term loan facility (the "Term Loan Facility") and a $550 million revolving
credit facility (the "Revolving Credit Facility" and collectively with the Term
Loan Facility, the "Facility"). Parent has entered into a commitment letter
dated April 19, 1995 (the "April 19 Commitment Letter") committing Credit Suisse
to provide the Facility. The April 19 Commitment Letter generally restates the
Commitment Letter dated March 2, 1995 between Parent and Credit Suisse except
that it (i) increases the Revolving Credit Facility to $550 million and (ii)
contemplates that the price paid per Share pursuant to the Offer and the Merger
will be $28.00 net per Share in cash. Luxottica U.S. Holdings Corp., an indirect
wholly owned subsidiary of Parent, is the Borrower under the April 19 Commitment
Letter and is referred to therein as "Newco 1". The Purchaser is referred to as
"Bidco" in the April 19 Commitment Letter. Luxottica U.S. Holdings Corp. will
invest as capital in Avant-Garde the proceeds of the Facility necessary to fund
the Purchaser's acquisition of the Shares pursuant to the Offer and the Merger.
Avant-Garde will invest as capital in the Purchaser an amount equal to the
entire proceeds received by it from Luxottica U.S. Holdings Corp. Upon
consummation of the Merger, the surviving corporation will be a wholly owned
subsidiary of Avant-Garde. See Section 9 of the Offer to Purchase and Section 7
of this Supplement. The foregoing description of the April 19 Commitment Letter
is qualified in its entirety by reference to the text of the April 19 Commitment
Letter filed as an exhibit to the Schedule 14D-1, a copy of which may be
obtained from the offices of the Commission in the manner set forth in Section 7
of the Offer to Purchase (except that such information will not be available at
the regional offices of the Commission).

The Offer is not conditioned upon Parent or the Purchaser obtaining
financing. See Section 8 of this Supplement.

6. BACKGROUND OF THE OFFER AND CONTACTS WITH THE COMPANY SINCE MARCH 3,
1995. Section 10 of the Offer to Purchase is amended and Supplemented by this
Section 6 of this Supplement.

In response to the commencement of the Offer on March 3, 1995, the Company,
on March 16, 1995, filed with the Commission its Solicitation/Recommendation
Statement on Schedule 14D-9 (together with any amendments thereto, the "Company
14D-9") disclosing that the Board of Directors of the Company had recommended
that the Company's shareholders reject the Offer of $24 net per Share in cash
and not tender their Shares pursuant to the Offer.

By letter dated March 16, 1995 Mr. Claudio Del Vecchio, a Managing Director
of Parent and the Executive Vice President of Avant-Garde, advised Mr. Bannus B.
Hudson, the President and Chief Executive Officer of the Company, of, among
other things, his disappointment at the rejection of the Offer of $24 by the
Company's Board of Directors and his interest in discussing the terms of such
Offer directly with the Company. In a letter dated March 23, 1995, Mr. Hudson
indicated to Mr. Claudio Del Vecchio that the Company would be interested in
pursuing a transaction with Parent in which the value received by the Company's
shareholders would be enhanced, and that the Company would be prepared to share
with Parent certain non-public information concerning the Company on the
condition that Parent enter into an appropriate confidentiality agreement.

<PAGE>
On March 24, 1995 the Company's counsel delivered to Parent's counsel a form
of confidentiality agreement, and negotiations regarding the proposed form of
such agreement continued through March 31, 1995. On March 31, 1995, Parent, the
Purchaser and the Company executed a confidentiality agreement pursuant to which
the Company agreed to provide Parent with certain information concerning the
Company (the "Confidentiality Agreement"). Parent and the Purchaser have
received certain non-public information from the Company pursuant to the terms
of the Confidentiality Agreement. See Section 4 of this Supplement. The text of
the Confidentiality Agreement has been filed as an exhibit to the Schedule
14D-1, a copy of which may be obtained from the offices of the Commission in the
manner set forth in Section 7 of the Offer to Purchase (except that such
information will not be available at the regional offices of the Commission).

Commencing on the evening of April 13, 1995 and continuing through April 16,
1995, the financial advisor to each of Parent and the Company met to review
their respective valuations of the Company and to discuss the possibility of
modifying the Offer on terms, including an increased price per Share, which the
Company's management and financial advisor would be willing to recommend to the
Company's Board of Directors and pursuant to which the Company would consider
entering into a merger agreement.

On Sunday, April 16, 1995, an agreement in principle was reached that,
subject to the approval of the Board of Directors of each of Parent of the
Company and the execution and delivery of a definitive merger agreement on
mutually satisfactory terms, Parent would acquire the Company at a price of
$28.00 per Share in cash. It was further agreed that the revised Offer would not
be subject to a financing condition. Based on this agreement in principle,
Parent and the Company issued the following joint press release on April 16,
1995:

(New York, New York, Milan, Italy, Cincinnati, Ohio, April 16,
1995) - Luxottica Group S.p.A. (NYSE:LUX) and The United States
Shoe Corporation (NYSE:USR) today announced that they had reached
an agreement in principle for the acquisition by Luxottica of U.S.
Shoe for $28.00 per share in cash. The transaction would be
subject to the approval of the Board of Directors of each company
and the execution and delivery of definitive merger documentation
on terms and conditions mutually satisfactory to each party. The
acquisition, however, would not be subject to a financing
condition.

Commencing on the evening of April 16, 1995 and continuing through April 21,
1995, representatives and advisors of Parent and the Company conducted
negotiations regarding the other terms of the Merger Agreement. On April 18,
1995 the Board of Directors of Parent approved the then current drafts of the
Merger Agreement and the Guaranty and authorized two of its Managing Directors
to approve the final form of the Merger Agreement and the Guaranty. On April 21,
1995, an agreement was reached between the representatives of Parent and the
Company on all of the terms of the Merger Agreement and the Guaranty.

On April 21, 1995, the authorized Managing Directors of Parent approved the
final form of the Merger Agreement and the Guaranty, the Boards of Directors of
Avant-Garde and the Purchaser approved the Merger Agreement, and the Company's
Board of Directors approved the Merger Agreement and took other actions to,
among other things, render the Rights and the Ohio Business Combination Law
inapplicable to the Offer and the Merger. Later that day, the Merger Agreement
and the Guaranty were executed and Parent and the Company issued the following
joint press release:

12
<PAGE>
purchase all outstanding common shares of U.S. Shoe for $28 per
share in cash. The Boards of Directors of both companies have
unanimously approved the agreement.

The transaction, valued at approximately $1.4 billion, will be
effected through an amendment of Luxottica's outstanding tender
offer and is subject to certain conditions, including the receipt
of at least two-thirds of the fully diluted common shares of U.S.
Shoe, and the acquisition being authorized by U.S. Shoe
shareholders at the "831" meeting required under Ohio law. Such
meeting is scheduled for May 5, 1995, but may be adjourned to
permit dissemination of revised proxy materials to U.S. Shoe
shareholders. Unless otherwise extended, the tender is expected to
close at midnight on May 5, 1995. U.S. Shoe's previously announced
agreement to sell its footwear business to Nine West for
approximately $600 million in cash and warrants will not be
affected by this merger agreement.

"I am extremely pleased that we have reached a definitive
agreement with Luxottica, making good on our commitment to enhance
value in the near term for our shareholders," said Bannus B.
Hudson, President and Chief Executive Officer of U.S. Shoe. "We
were successful in improving the performance of our optical and
footwear operations in the past year, and made progress in
positioning our apparel business for a turnaround. The success of
our effort is evident in this agreement. Two months ago, our Board
of Directors embarked on a strategy of enhancing value in the near
term, and this transaction with Luxottica accomplishes just that
for our shareholders."

"We are delighted that an agreement has been executed today
between Luxottica and U.S. Shoe for the combination of the two
companies. The partnership between Luxottica and LensCrafters can
now begin in earnest to build value for our shareholders,
independent customers and all consumers who appreciate quality
eyewear products. The future of these combined businesses, which
are both industry leaders in their own rights, is exceptionally
promising," said Claudio Del Vecchio, Managing Director of
Luxottica.

U.S. Shoe also announced that the Distribution Date under its
Rights Agreement has been further extended until midnight, New
York City time, on Friday, May 5, 1995, or such later date as the
Board of Directors may determine.

The United States Shoe Corporation is a specialty retailer of
women's apparel, optical products and footwear, operating
approximately 2,400 retail outlets and leased departments with
such familiar names as Easy Spirit, Casual Corner, Petite
Sophisticate, August Max Woman, and Capezio. The LensCrafters
optical retailing business is the world's leading optical retailer
with 604 retail stores.

Luxottica Group S.p.A., based in Italy, is a world leader in the
design, manufacture and marketing of high-quality eyeglass frames
and sunglasses in the mid and premium price categories.
Luxottica's products, which are designed and manufactured in four
facilities located in Italy and include over 1,700 styles
available in a wide array of colors and sizes.

7. MERGER AGREEMENT. Section 11 of the Offer to Purchase is amended and
supplemented by this Section 7 of this Supplement.

13
<PAGE>
Merger Agreement. The following description of the Merger Agreement is
qualified in its entirety by reference to the text of the Merger Agreement filed
as an exhibit to the Schedule 14D-1, a copy of which may be obtained from the
offices of the Commission in the manner set forth in Section 7 of the Offer to
Purchase (except that such information will not be available at the regional
offices of the Commission).

The Offer. In the Merger Agreement, the Purchaser has agreed subject to
certain conditions, among other things, to amend the Offer (i) to reflect the
increase in the purchase price offered to $28.00 per Share (and associated
Right), net to the seller in cash, (ii) to extend the Offer until the later of
(A) midnight on the tenth business day following the date the Purchaser so
amends the Offer or (B) the earlier of (1) the satisfaction of the Control Share
Condition in the event the Control Share Condition is satisfied by the Purchaser
determining that Section 831 is invalid or inapplicable to the acquisition of
Shares pursuant to the Offer, and (2) midnight on the second business day next
succeeding the date of the Section 831 Meeting, and (iii) to modify the
conditions of the Offer to conform to the conditions to the Offer as set forth
in the Merger Agreement. The obligation of the Purchaser to accept for payment
and pay for Shares (including the associated Rights) tendered pursuant to the
Offer will be subject only to the conditions to the Offer, any of which
conditions other than the Minimum Condition and the Control Share Condition may
be waived by the Purchaser in its sole discretion. Without the prior written
consent of the Company, the Purchaser will not (i) reduce the number of Shares
to be purchased in the Offer, (ii) reduce the purchase price offered pursuant to
the Offer, (iii) impose conditions to the Offer in addition to the conditions to
the Offer set forth in the Merger Agreement, (iv) change the form of
consideration payable in the Offer, (v) otherwise amend the Offer (other than
amendments which are not adverse to the Company or its shareholders) or (vi)
extend the time of the expiration of the Offer if all conditions to the Offer
set forth in the Merger Agreement are then, as provided in the Offer, satisfied
or waived.

Pursuant to the Merger Agreement, the Company has consented to the Offer and
represented and warranted that the Board of Directors has (at a meeting duly
called and held on April 21, 1995), by the unanimous vote of all directors
present (i) approved the transactions contemplated by the Merger Agreement in a
manner satisfying the requirements of the fair price provision contained in
paragraph 2(A) of Article Seventh of the Company's Articles, (ii) determined
that the Offer and the Merger are fair to and in the best interests of the
Company and its shareholders, (iii) approved the Offer, the Merger Agreement and
the Merger, (iv) recommended that the holders of Shares authorize the purchase
of Shares by the Purchaser for purposes of Section 831, (v) recommended
acceptance of the Offer, the tender of Shares pursuant to the Offer and approval
and adoption of the Merger Agreement and the Merger by the holders of Shares,
(vi) taken all actions which are necessary on the part of its Board of Directors
as contemplated by the Ohio Business Combination Law in order to make the Ohio
Business Combination Law inapplicable to the Merger, and (vii) determined that
the Offer is a Permitted Offer (as defined in the Rights Agreement) for purposes
of the Rights Agreement (the "Recommendation"); provided that the
Recommendation, in whole or in part (other than the parts referred to in clauses
(i), (vi) and (vii) above, which were effected by irrevocable action), may be
withdrawn, modified or amended if and to the extent legally required for the
discharge by the Company's directors of their fiduciary duties as advised by
independent legal counsel, who may be the Company's regularly engaged
independent legal counsel (a "Director Duty"). Pursuant to the Merger Agreement,
the Company will furnish to Avant-Garde and the Purchaser, upon request, a copy
of the resolutions adopting the Recommendation certified by an appropriate
officer of the Company.

The Section 831 Meeting. In the Merger Agreement, Avant-Garde, the Purchaser
and the Company acknowledged that a special meeting of the holders of Shares for
the purpose of voting to authorize the control share acquisition of Shares by
the Purchaser pursuant to Section 831 was called for April 21, 1995 (the
"Original 831 Meeting") and adjourned to May 5, 1995 (the "Rescheduled 831
Meeting"), and agreed that in the event that Parent's and the Purchaser's proxy
statement for the

14
<PAGE>
Rescheduled 831 Meeting had not been circulated for a sufficient period of days
by the date of the Rescheduled 831 Meeting, Avant-Garde, the Purchaser and the
Company (without affecting the Company's right to withdraw its Recommendation
pursuant to a Director Duty) will use their respective best efforts to adjourn
the Rescheduled 831 Meeting to such other date as the Company and the Purchaser
may mutually determine from time to time in accordance with the ORC.

The Merger. The Merger Agreement provides that, at the effective time of the
Merger (the "Effective Time"), the Purchaser (or another direct or indirect
wholly owned subsidiary of Parent) will be merged with and into the Company and,
subject to the Merger Agreement, the Company will be the surviving corporation
in the Merger (the "Surviving Corporation"). By virtue of the Merger, at the
Effective Time, (i) each then-outstanding Share not owned by Parent,
Avant-Garde, the Purchaser or any other subsidiary of Avant-Garde (other than
those Shares held in the treasury of the Company or held by any subsidiary of
the Company) and Shares held by dissenting shareholders (including the
associated Rights) will be cancelled and retired and converted into a right to
receive in cash an amount per Share equal to the highest price per Share paid
for a Share by the Purchaser pursuant to the Offer (the "Merger Price"), (ii)
each then-outstanding Share (including the associated Rights) owned by Parent,
Avant-Garde, the Purchaser or any other subsidiary of Avant-Garde will be
cancelled and retired, and no payment will be made with respect thereto, (iii)
each Share issued and held in the Company's treasury or held by any subsidiary
of the Company will be cancelled and retired, and no payment will be made with
respect thereto, and (iv) each common share of the Purchaser will be converted
into and become 500,000 common shares of the Surviving Corporation, which
thereafter will constitute all of the issued and outstanding common shares of
the Surviving Corporation.

Covenants of the Company, Avant-Garde and the Purchaser. In the Merger
Agreement, the Company has agreed that during the period from the date of the
Merger Agreement to the time that the designees of Avant-Garde have been elected
to, and constitute at least two-thirds of, the Board of Directors pursuant to
the Merger Agreement (the "Interim Period"), except as specifically contemplated
by the Merger Agreement, or in connection with the Nine West Agreement, or as
otherwise approved by Avant-Garde, the Company will, and will cause each of its
subsidiaries to, conduct their respective businesses only in, and not take any
action except in, the ordinary and usual course of business or in accordance
with a Director Duty in certain circumstances and the Company will use
reasonable efforts to preserve substantially intact the business organization of
the Company and each of its subsidiaries, to keep substantially available the
services of its and their present officers and key employees, and to preserve
substantially the goodwill of those having business relationships with it or its
subsidiaries. The Merger Agreement provides that neither the Company nor any of
its subsidiaries will (i) make or propose any change or amendment to any of
their respective articles of incorporation or codes of regulations (or
comparable governing instruments); (ii) issue or sell any shares of capital
stock or any other securities of the Company or any of its subsidiaries or issue
any securities convertible into or exchangeable for, or options, warrants to
purchase, scrip, rights to subscribe for, calls or commitments of any character
whatsoever relating to, or enter into any contract, understanding or arrangement
with respect to the issuance of, any shares of capital stock or any other
securities of the Company or any of its subsidiaries or enter into any
arrangement or contract with respect to the purchase or voting of shares of
their capital stock, or adjust, split, combine, reclassify, redeem, purchase or
otherwise acquire, directly or indirectly, any of their capital stock or other
securities, or make any other changes in their capital structures; provided,
however, that the Company may issue Shares as required by any Company Benefit
Plan (as defined in the Merger Agreement) with an employee stock fund or
employee stock ownership plan feature, consistent with applicable securities
laws or the exercise of options outstanding as of the date of the Merger
Agreement and in accordance with the terms thereof; (iii) declare, set aside,
pay or make any dividend or other distribution or payment (whether in cash,
stock or property) with respect to, or purchase or redeem, any shares of the
capital stock of the Company or any of its subsidiaries other than (A) regular
quarterly cash dividends of $0.08 per Share and (B) dividends paid by its
subsidiaries to the Company with respect to their capital stock; (iv) except as
provided in the

15
<PAGE>
Merger Agreement or as disclosed on a schedule thereto, and except for normal
increases in the ordinary course of business consistent with past practice and
that, in the aggregate, do not result in a material increase in benefits or
compensation expense to the Company or pursuant to collective bargaining
agreements as presently in effect, adopt or amend any bonus, profit sharing,
compensation, severance, termination, stock option, pension, retirement,
deferred compensation, employment or other employee benefit agreements, trusts,
plans, funds or other arrangements for the benefit or welfare of any director,
officer or employee that increase in any manner the compensation, retirement,
welfare or fringe benefits of any director, officer or employee or pay any
benefit not required by any existing plan or arrangement (including without
limitation the granting of stock options or stock appreciation rights) or take
any action or grant any benefit not expressly required under the terms of any
existing agreements, trusts, plans, funds or other such arrangements or enter
into any contract, agreement, commitment or arrangement to do any of the
foregoing; provided, however, that, as soon as reasonably practicable, the
Company will, subject to the prior approval of Avant-Garde, take all necessary
actions to assure that all of the Company tax-qualified retirement plans which
invest in or hold Shares permit the participants in such plans to direct the
trustees of such plans in a timely and confidential manner whether to tender the
Shares allocated to their accounts in such plans; (v) except in the ordinary
course of business, (A) make any loans, advances or capital contributions to, or
investments (other than intercompany accounts and short-term investments
pursuant to customary cash management systems of the Company in the ordinary
course of business and consistent with past practice) in, any other person other
than such of the foregoing as are made by the Company to or in a wholly owned
subsidiary of the Company, or (B) incur or assume any indebtedness for borrowed
money; provided that the Company and its subsidiaries may not incur or assume
any indebtedness for borrowed money which would increase materially the
aggregate principal amount of indebtedness of the Company and its subsidiaries
for borrowed money except to the extent required for working capital needs and,
in any event, the Company and its subsidiaries may, with the prior written
consent of Avant-Garde and the Purchaser, which shall not be unreasonably
withheld, refinance any existing indebtedness for borrowed money; (vi) change
the number of persons constituting the Board of Directors of the Company; (vii)
except with respect to the Ohio Litigation (as defined herein), settle or
compromise any material claims or litigation or, except in the ordinary course
of business, modify, amend or terminate any of its material contracts or waive,
release or assign any material rights or claims, or make any payment, direct or
indirect, of any liability of the Company or any subsidiary before the same
becomes due and payable in accordance with its terms; (viii) take any action,
other than reasonable and usual actions in the ordinary course of business and
consistent with past practice with respect to accounting policies or procedures
(including tax accounting policies and procedures); (ix) make any tax election
or permit any insurance policy naming it as a beneficiary or a loss payable
payee to be cancelled or terminated without notice to Avant-Garde and the
Purchaser, except in the ordinary course of business; (x) make any acquisition
of, or investment in, assets (in the nature of the acquisition of a business in
its entirety) or stock of any other person or entity, merge or consolidate with
any other person or sell, lease, encumber, or otherwise dispose of or transfer
any assets constituting a line of business or material portion thereof; (xi)
amend the Rights Agreement, except as expressly contemplated by the Merger
Agreement or in accordance with a Director Duty; provided that no such amendment
shall adversely affect the benefit to be afforded to the Offer as a Permitted
Offer (as defined in the Rights Agreement); (xii) amend, waive any rights or
grant any consent under, terminate or otherwise modify the Nine West Agreement
(as in effect on the date of the Merger Agreement or as modified pursuant
thereto), provided that the Company will use all commercially reasonable efforts
necessary to permit the transactions contemplated by the Nine West Agreement to
be consummated for the purchase price specified in the Nine West Agreement and
that in the event that the closing under the Nine West Agreement occurs prior to
the expiration of this covenant, the Company will not make any distribution to
its shareholders of any of the purchase price received by the Company in
accordance with such agreement; or (xiii) replace the advertising services
provided pursuant to certain agreements or renew any of such agreements.

16
<PAGE>
The Merger Agreement provides that, if required by applicable law, the
Company will take all action necessary in accordance with applicable law and the
Company's Articles and Regulations to convene a meeting of the holders of Shares
promptly after the purchase of Shares pursuant to the Offer to consider and vote
upon the approval of the Merger. At any such meeting, Avant-Garde and the
Purchaser will vote all of the Shares then beneficially owned by them in favor
of the Merger. The Merger Agreement provides that the Board of Directors will
recommend that the holders of Shares approve the Merger if such approval is
required pursuant to the ORC or otherwise; provided that any such recommendation
may be withdrawn, modified or amended in accordance with a Director Duty. In the
event that, prior to any such meeting, Avant-Garde and the Purchaser acquire
beneficial ownership of at least 90% of the outstanding Shares, the parties have
agreed to take all action necessary to cause the Merger to become effective as
soon as practicable after such acquisition, without a meeting of holders of
Shares, in accordance with Section 1701.801 of the ORC and Section 253 of the
Delaware General Corporation Law.

Pursuant to the Merger Agreement, if requested by Avant-Garde, the Company
will, promptly following the acceptance for payment of the Shares to be
purchased pursuant to the Offer, and from time to time thereafter, take all
action necessary to cause at least two-thirds of the number of directors,
rounded up to the next whole number, of the Company to be persons designated by
Avant-Garde (whether, at the request of Avant-Garde, by increasing the size of
the number of directors of the Company or by seeking the resignation of
directors and causing Avant-Garde's designees to be elected to fill the
vacancies so created) as will give Avant-Garde representation on the Board of
Directors of the Company equal to the product of the number of directors of the
Company and the percentage that such number of Shares so purchased bears to the
number of Shares outstanding. At such time, the Company has agreed that it also
will take all action permitted by law to cause persons designated by Avant-Garde
to constitute at least the same percentage as is on the Company's Board of
Directors of (i) each committee of the Company's Board of Directors, (ii) the
board of directors of each subsidiary of the Company, and (iii) each committee,
if any, of each such board of directors. The Merger Agreement provides that,
notwithstanding the foregoing, until the Effective Time, the Company will use
its best efforts to assure that the Company's Board of Directors has at least
three directors who are directors on the date of the Merger Agreement (the
"Continuing Directors"); provided further, that, in such event, if the number of
Continuing Directors is reduced below three for any reason whatsoever, any
remaining Continuing Directors (or Continuing Director, if there is only one
remaining) will be entitled to designate three persons to fill such vacancies
who will be deemed to be Continuing Directors for purposes of the Merger
Agreement or, if no Continuing Director then remains, the other directors will
designate three persons to fill such vacancies who are not shareholders,
affiliates or associates of Avant-Garde or the Purchaser and such persons will
be deemed to be Continuing Directors for purposes of the Merger Agreement. The
Merger Agreement provides that the Company will use its best efforts to cause
the person(s) so designated by the Continuing Directors to be elected to the
Board of Directors of the Company.

The Merger Agreement provides that Avant-Garde will supply to the Company in
writing and will be solely responsible for any information with respect to it
and its designees, officers, directors and affiliates required by Section 14(f)
and Rule 14f-1, and the Company will include in the Company 14D-9 such
information as is required under Section 14(f) and Rule 14f-1. Annex I to the
Company 14D-9 sets forth information with respect to the possible designation by
Avant-Garde, pursuant to the Merger Agreement, of persons to be elected to the
Board of Directors of the Company.

Pursuant to the Merger Agreement, unless otherwise required in accordance
with a Director Duty, from and after the date of the Merger Agreement, the
Company will (and will cause each of its subsidiaries to) afford to Avant-Garde
and its subsidiaries' officers, directors, employees, agents, advisors and other
representatives (including professional advisors retained by Avant-Garde) such
access during normal business hours throughout the period prior to the Effective
Time to the Company's

17
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and its subsidiaries' books, records (including tax returns and work papers of
the Company's independent auditors), properties, personnel and to such other
information, will deliver written materials, and make copies of such written
materials, in any case as Avant-Garde reasonably requests, upon reasonable
notice and in such a manner as will not unreasonably interfere with the conduct
of the business of the Company or any of its subsidiaries.

Under the Merger Agreement, except as set forth below, neither the Company
nor any of its subsidiaries will, and the Company will direct and use all
reasonable efforts to cause the respective officers, directors, employees,
agents, advisors and other representatives of the Company or its subsidiaries
not to, directly or indirectly, (i) encourage, solicit, participate in or
initiate any proposals or offers from any person relating to any Competing
Transaction (as defined herein) or (ii) furnish to any other person any
information or access to such information with respect to, or otherwise
concerning, any Competing Transaction. The Company has agreed to cease and cause
to be terminated immediately any existing activities, discussions or
negotiations with any third parties conducted prior to the execution and
delivery of the Merger Agreement with respect to any proposed Competing
Transaction. The Company has agreed to promptly notify Avant-Garde and the
Purchaser in the event that any such inquiry, proposal or offer is received by,
any such information is requested from or any such negotiation or discussion is
sought to be initiated with the Company and, with respect to any such proposal
or offer, setting forth in reasonable detail the principal terms and conditions
thereof. The Company has also agreed to promptly make available a copy of any
acquiring person statement, as defined in Section 831, delivered to the Company
by any person (other than Avant-Garde, the Purchaser or any affiliate of either
thereof).

Notwithstanding the above or anything contained in any other provision of
the Merger Agreement, the Merger Agreement provides that the Company will not be
prohibited by the Merger Agreement from (i) furnishing information to, or
entering into discussions or negotiations with, any person or entity that makes
an unsolicited proposal to acquire the Company pursuant to a merger,
consolidation, share exchange, business combination, sale of all or
substantially all the assets, tender or exchange offer or other similar
transaction, if, and only to the extent (A) a Director Duty requires it to do
so, and (B) that, prior to furnishing such information to, or entering into
discussions or negotiations with, such person or entity, the Company receives
from such person or entity an executed confidentiality agreement on terms not
more favorable to such person or entity than the terms contained in the
Confidentiality Agreement; (ii) complying with Rule 14d-9 or Rule 14e-2
promulgated under the Exchange Act with regard to a tender or exchange offer;
(iii) making any disclosure to the Company's shareholders if and to the extent
of a Director Duty; or (iv) failing to make, modifying or amending its
Recommendation or the recommendations, consents or approvals regarding the
appointment of Avant-Garde's designees to the Board of Directors of the Company
or the approval by shareholders of the Merger in accordance with a Director
Duty. The Company has agreed to deliver, as promptly as practicable after the
receipt of any executed confidentiality agreement referred to above, a copy
thereof to Avant-Garde and the Purchaser.

The Merger Agreement provides that, subject to the terms and conditions
therein provided and except in accordance with a Director Duty in certain
circumstances, each of the parties thereto agrees to use its reasonable best
efforts to take promptly, or cause to be taken, all actions and to do promptly,
or cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated by the Merger Agreement, including using its reasonable best
efforts to obtain all necessary actions or non-actions, extensions, waivers,
consents and approvals from all applicable Governmental Entities (as defined in
the Merger Agreement), effecting all necessary registrations and filings and
obtaining any required contractual consents, subject, however, to any required
vote of the holders of Shares.

The Company Stock Options and Restricted Shares. The Merger Agreement
provides that, prior to the Effective Time, the Board of Directors will (i)
adopt such resolutions and approve such amendments, if any, as are necessary to
provide for the cancellation of all stock options (the "Options")

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<PAGE>
to purchase Shares granted pursuant to the Company's 1978 Key Personnel Stock
Option Plan, 1983 Key Personnel Stock Option Plan, 1985 Outside Directors Stock
Option Plan, 1991 Outside Directors Stock Option Plan and 1988 Employee
Incentive Plan (all such plans collectively referred to as the "Stock Plans"),
effective as of immediately prior to the Effective Time and (ii) promptly
furnish Avant-Garde and the Purchaser a copy of such resolutions certified by an
appropriate officer of the Company. If necessary or appropriate, the Company has
agreed, upon the request of the Purchaser, (A) to use its best efforts to obtain
the written acknowledgment of each holder of an Option that the payment of the
amount of cash referred to below will satisfy the Company's obligation to such
holder pursuant to such Option and (B) to take such other action as is necessary
or appropriate to effect the provisions described in this paragraph. The Merger
Agreement provides that, immediately prior to the Effective Time, each Option
which is not then exercisable or vested will become fully exercisable and
vested, and each such Option and all other Options will be cancelled, effective
as of immediately prior to the Effective Time, in exchange for a payment by the
Company or the Surviving Corporation of an amount, payable within three business
days after the Effective Time, equal to the product of (x) the total number of
Shares subject to such Option and (y) the excess, if any, of the Merger Price
over the exercise price per Share subject to such Option, subject to any
required withholding of taxes. The Merger Agreement provides that such payments
represent and will be characterized and reported by the Surviving Corporation as
additional compensation expense.

Pursuant to the Merger Agreement, prior to the Effective Time, the Board of
Directors will adopt appropriate resolutions to provide for the termination of
all restrictions on the Shares, if any, which have been distributed to employees
pursuant to the 1988 Employee Incentive Plan and will promptly furnish
Avant-Garde and the Purchaser a copy of such resolutions certified by an
appropriate officer of the Company.

Certain Employee Benefits Matters. The Merger Agreement provides that, for a
period of two years following the Effective Time, Avant-Garde will cause the
Surviving Corporation to continue the (i) employee benefit plans (including
without limitation all employee benefit plans within the meaning of Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended), practices
and policies which provide employee benefits to officers, directors or employees
of the Company or any of its subsidiaries, and (ii) subject to the Merger
Agreement, compensation arrangements, programs and plans providing employee or
executive officer compensation or benefits, to employees of the Company or any
of its subsidiaries; provided, however, that (A) the Surviving Corporation may
replace the Company's Economic Bridge Program (as defined in the Merger
Agreement) with any other plan or plans providing, in the aggregate, for
comparable compensation or benefits, recognizing all prior service for
eligibility and vesting purposes of the officers, directors or employees with
the Company and any of its subsidiaries as service under such Plan (as defined
in the Merger Agreement); (B) the Surviving Corporation may replace any plan or
plans with another plan or plans providing, in the aggregate, for comparable
compensation or benefits, as the case may be and recognizing all prior service
of the officers, directors or employees with the Company and any of its
subsidiaries as service for purposes of eligibility and vesting, but not for
benefit accrual purposes, under any such plans; (C) it is understood that
neither Avant-Garde nor the Surviving Corporation will have any obligation to
continue or provide comparable benefits for (1) any stock option or other plan
involving the issuance of securities of the Company or any other company, and
(2) the Company's non-qualified deferred compensation plans (except to the
extent of amounts deferred pursuant to such plan prior to the Effective Time,
which amounts will be administered in accordance with the terms of said plan);
and (D) the expiration of the two year period following the Effective Time will
not affect any rights or obligations under any such plan, practice policy,
arrangement or program.

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<PAGE>
Pursuant to the Merger Agreement, Avant-Garde has also agreed that the
Company will honor and, on and after the Effective Time, will cause the
Surviving Corporation to honor, without offset, deduction, counterclaims,
interruptions or deferment (other than withholdings under applicable law), all
employment, severance, termination, consulting and retirement agreements or
arrangements (including the Company's Economic Bridge Program) to which the
Company or any of its subsidiaries is presently a party, all of which are
disclosed on a schedule to the Merger Agreement. In the Merger Agreement,
Avant-Garde represents that it currently intends to cause the Surviving
Corporation to offer employment immediately following the Effective Time to all
employees of the Company and its subsidiaries on terms and conditions comparable
to those presently in effect at the Company or its subsidiaries. The Merger
Agreement provides that it is understood and agreed that the foregoing shall not
constitute any commitment, contract, understanding or guarantee (express or
implied) on the part of Avant-Garde or Surviving Corporation of a post-Effective
Time employment relationship of any term or duration or on any terms other than
those Avant-Garde or the Surviving Corporation may establish and that accepted
employment with the Surviving Corporation is "at will" and may be terminated by
the Surviving Corporation at any time for any reason (subject to any legally
binding agreement or an applicable collective bargaining agreement or any
arrangement or commitment identified on a schedule to the Merger Agreement).

Indemnification and Directors' and Officers' Insurance. The Merger Agreement
provides that, for six years after the Effective Time, Avant-Garde will cause
the Surviving Corporation to indemnify, defend and hold harmless the present and
former officers, directors, employees and agents of the Company and its
subsidiaries (each, an "Indemnified Party") after the Effective Time against all
losses, claims, damages or liabilities (whether or not arising from any third
party claims) arising out of actions or omissions occurring on, prior to or
after the Effective Time (individually and collectively, "Losses") to the full
extent provided under Ohio law and the Company's Regulations in effect at the
date of the Merger Agreement, including without limitation provisions relating
to advances of expenses incurred in the defense of any action or suit (including
without limitation attorneys' fees of counsel selected by the Indemnified Party
reasonably satisfactory to the Surviving Corporation); provided that any
determination required to be made with respect to whether an Indemnified Party's
conduct complies with the standards set forth under Ohio law and the Company's
Regulations will be made by independent counsel selected by the Indemnified
Party and reasonably satisfactory to the Surviving Corporation; and provided
further that in the event of any claim that is asserted or made within such
six-year period, all rights to indemnification in respect of such claim will
continue until final disposition thereof.

The Merger Agreement provides that, on or before the business day which is
no later than five business days before the expiration date of the Offer,
Avant-Garde will cause there to be in full force and effect from and after the
time the Purchaser first accepts for payment Shares pursuant to the Offer for
the Company and the Surviving Corporation a policy or policies of directors' and
officers' liability insurance (the "New Coverage") covering those persons (the
"Insured Persons") who are currently covered on the date of the Merger Agreement
by the Company's directors' and officers' liability insurance coverage (the
"Current Coverage"), which New Coverage will (i) be in the same form and provide
at least the same coverage and limits, containing terms which are no less
advantageous to the Insured Persons than those provided in the Current Coverage,
(ii) be effective so that there will not result any gaps or lapses in coverage
with respect to matters occurring prior to the Effective Time, and (iii) with
respect to the first $20,000,000 of coverage, be issued by an insurance carrier
or carriers which are at least as highly rated by A.M. Best & Co. as Federal
Insurance Company. From and after the date of the Merger Agreement, and so long
as Avant-Garde is in compliance with this paragraph, Avant-Garde shall have the
sole right to seek the New Coverage and the Company shall not engage in such
activity. Pursuant to the Merger Agreement, the Company and/or the Surviving
Corporation shall, regardless of whether or not the Merger is consummated, and
for six years after the Effective Time maintain in effect the New Coverage;
provided, however, that (A) the Surviving Corporation may substitute for the New
Coverage such policy or policies providing at least the same coverage and
containing terms which are no less advantageous to the Insured Persons if such
substitution is effective

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<PAGE>
so that there does not result any gaps or lapses in coverage with respect to
matters occurring prior to the Effective Time, and (B) the insurance carrier or
carriers issuing such policy or policies with respect to the first $20,000,000
of coverage are at least as highly rated by A.M. Best & Co. as Federal Insurance
Company. Notwithstanding the foregoing, if by the date which is five business
days prior to the expiration date of the Offer Avant-Garde has failed to cause
the New Coverage to be in full force and effect as required above, without
waiving any other rights which it may have pursuant to the Merger Agreement, the
Company shall have the right to cause the New Coverage to be in full force and
effect as provided above. The Merger Agreement provides that, in the event the
Surviving Corporation or any of its successors or assigns (x) reorganizes or,
consolidates with or merges into any other person or entity and will not be the
continuing or surviving corporation or entity of such consolidation or merger or
(y) transfers or conveys all or substantially all of its properties and assets
to any person or entity, then, and in each such case, proper provision will be
made so that the successors and assigns of the Surviving Corporation assume the
indemnification and insurance obligations set forth above.

Disposition of Ohio Litigation. Pursuant to the Merger Agreement, each of
Avant-Garde, the Purchaser and the Company agree, promptly, and in no event
later than two business days after the amendment to the Offer contemplated
thereby (unless the Merger Agreement has been earlier terminated), to use its
best efforts to obtain a dismissal without prejudice of Luxottica Group S.p.A.,
et al. v. The United States Shoe Corporation, et al., Civil Action No.
C-2-95-244 (the "Ohio Litigation") with each party bearing its own costs and
attorneys' fees therefor.

Proxy Contests. The Merger Agreement provides that Avant-Garde and the
Purchaser agree to withdraw and rescind on behalf of themselves and their
affiliates and shall promptly cause to be withdrawn and rescinded all notices
and the Schedule 14A filed with the Commission, in each case, relating to the
calling of the Special Meeting.

State Takeover Statutes. Pursuant to the Merger Agreement, unless the Merger
Agreement is earlier terminated in accordance with its terms, the Company will,
upon the request of the Purchaser, take all reasonable steps to (i) exempt the
Company, the Offer and the Merger from the requirements of the ORC, by action of
the Company's Board of Directors or otherwise and (ii) assist the Purchaser in
complying with, or in challenging the validity or applicability of, any state
takeover law to the Offer or the Merger.

Postponement of Annual Meeting. The Merger Agreement provides that, during
the Interim Period, except as otherwise approved by Avant-Garde, the Company
will not take any action unless compelled by legal process to call its annual
meeting of shareholders or to call a special meeting of shareholders of the
Company except in accordance with the Merger Agreement unless and until the
Merger Agreement has been terminated in accordance with its terms or otherwise
if required to do so by a Director Duty.

Representations and Warranties. The Merger Agreement contains customary
representations and warranties with respect to the Company, including (i) that
the Board of Directors has taken all necessary action under the Rights Agreement
so that none of the execution or delivery of the Merger Agreement, the purchase
of Shares pursuant to the Offer or the Merger will cause the Distribution Date
(as defined in the Rights Agreement) to occur or the Rights to become
exercisable; (ii) with respect to the accuracy of the Company's documents and
reports filed with the Commission; (iii) with respect to the Company's financial
statements and financial condition; (iv) the absence of certain changes or
events; (v) the absence of certain litigation; (vi) with respect to the vote of
shareholders necessary to approve the Merger; (vii) with respect to the accuracy
and completeness of the information supplied by the Company to be included in
the proxy statement for the Section 831 Meeting and any amendments or
supplements thereto; (viii) with respect to the Company's employee benefit
plans, tax matters, and compliance with laws; and (ix) with respect to the
accuracy and completeness of the Company's notice of the Section 831 Meeting,
the Company's statement contemplated by Section 831(D)(2) of the ORC, the
Company 14D-9 and the information supplied by the Company for inclusion in the
amendment to

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<PAGE>
the Schedule 14D-1 with respect to the Offer, which will contain or incorporate
by reference an amendment and supplement to the offer to purchase and forms of
the related letter of transmittal and any related summary advertisement (the
Schedule 14D-1 and such other documents, together with any supplements or
amendments thereto, the "Offer Documents"), and all amendments and supplements
thereto.

In the Merger Agreement, Avant-Garde and the Purchaser have made customary
representations and warranties, including (i) that Avant-Garde has delivered to
the Company a commitment letter, dated April 19, 1995 from Credit Suisse, on the
terms and subject to the conditions of which Credit Suisse has committed to lend
funds which, together with other cash funds presently available to the
Purchaser, are sufficient to consummate the Offer and the Merger, to perform all
the obligations of Avant-Garde and the Purchaser under the Merger Agreement and
to pay all related fees and expenses, and that such commitment letter is in full
force and effect; (ii) with respect to the solvency of the Surviving
Corporation; (iii) with respect to the accuracy and completeness of Avant Garde
and Parent's proxy statement for the Section 831 Meeting, the Schedule 14D-1,
the Offer Documents and the information supplied by Avant-Garde or the Purchaser
for inclusion in the Company's proxy statement for the meeting of shareholders
to approve the Merger, if any, or in the Company 14D-9, and all amendments and
supplements thereto; and (iv) the validity, accuracy and completeness of
Parent's and the Purchaser's acquiring person statement pursuant to Section 831.

Conditions to the Merger. The obligations of Avant-Garde, the Purchaser and
the Company to consummate the Merger are subject to the satisfaction, at or
before the Effective Time, of each of the following conditions, as applicable
thereto: (i) the holders of Shares will have duly approved the Merger and
adopted the Merger Agreement, if and as required by applicable law; (ii) the
Purchaser will have accepted for payment and purchased all Shares validly
tendered and not withdrawn pursuant to the Offer, provided that this condition
will be deemed to have been satisfied if the Purchaser fails to accept for
payment or pay for Shares pursuant to the Offer in breach of the terms of the
Merger Agreement or thereof; and (iii) the consummation of the Merger will not
be prohibited by any order, injunction, decree or ruling of a court of competent
jurisdiction or any Governmental Entity (each party agreeing to use its best
efforts to rectify any such occurrence), and there will not have been any action
taken or any statute, rule or regulation enacted, promulgated or deemed
applicable to the Merger by any Governmental Entity which would prevent the
consummation of the Merger.

Termination. The Merger Agreement may be terminated and the Merger
contemplated thereby may be abandoned, notwithstanding any prior approval
thereof or of the Merger by the holders of the Shares, (i) by the mutual consent
of the Boards of Directors of Avant-Garde, the Purchaser and (by the affirmative
vote of a majority of the Continuing Directors) the Company; (ii) by Avant-Garde
and the Purchaser, on the one hand, or the Company, on the other hand, if the
Offer expires or is terminated or withdrawn without any Shares being purchased
thereunder; provided, however, that the right to terminate the Merger Agreement
under this clause (ii) will not be available to any party who is (or would, by
virtue of such termination, be) in breach of the Merger Agreement; (iii) by the
Company, if Avant-Garde or the Purchaser breaches any of the covenants contained
in the Merger Agreement, except where any such breaches (A) would not,
individually or in the aggregate, materially impair or delay the ability of the
Purchaser to consummate the Offer or Avant-Garde, the Purchaser or the Company
to effect the Merger, or (B) have been caused by or result from a breach by the
Company of any covenant in the Merger Agreement; (iv) by either Avant-Garde and
the Purchaser, on the one hand, or the Company (by the affirmative vote of a
majority of the Continuing Directors), on the other hand, if the Merger is not
consummated prior to the sixtieth calendar day following the expiration date of
the Offer; provided, however, that the right to terminate the Merger Agreement
under this clause (iv) will not be available to any party whose failure to
fulfill any obligation under the Merger Agreement has been the cause of, or
resulted in, the failure of the Effective Time to occur on or before such date;
and (v) by either Avant-Garde and the Purchaser, on the one hand, or the
Company, on the other hand, if either one (or any permitted assignee thereunder)
is precluded by an order or injunction (other than an

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<PAGE>
order or injunction issued on a preliminary basis) of a court of competent
jurisdiction from consummating the Merger and all means of appeal and all
appeals from such order or injunction have been finally exhausted.

In addition, either Avant-Garde and the Purchaser, on the one hand, or the
Company, on the other hand, may terminate the Merger Agreement if the Board of
Directors of the Company (A) shall have withdrawn its recommendation, consent to
or approval of the Offer, the Merger or the Merger Agreement, or (B) determined
to recommend to holders of the Shares or approve a Competing Transaction in the
exercise of its Director Duty. In such event, the Company is required by the
Merger Agreement to notify Avant-Garde and the Purchaser promptly of any
determination by its Board of Directors to recommend such Competing Transaction
to the holders of the Shares or to approve such Competing Transaction, which
notice shall in any such event be given (1) not less than 24 hours prior to the
Company's termination of the Merger Agreement under this clause (B) and (2) not
later than substantially simultaneously with the first public announcement of
such recommendation or approval.

For purposes of the Merger Agreement, the term "Competing Transaction" means
any of the following involving the Company or any of it subsidiaries: (i) any
merger, consolidation, share exchange, business combination or other similar
transaction; (ii) any sale, lease, exchange, transfer or other disposition of
all or a material portion of the assets of the Company and its subsidiaries,
taken as a whole, in a single transaction or series of transactions (except in
respect of the sale of the Company's Footwear Group to Footwear Acquisition
Corp., pursuant to the Nine West Agreement); or (iii) any tender offer or
exchange offer for 50% or more of the shares of capital stock of the Company or
the filing of a registration statement under the Securities Act of 1933, as
amended, in connection with any such exchange offer.

In the event of any such termination and abandonment, no party to the Merger
Agreement (or any of its directors or officers) will have any liability or
further obligation to any other party to the Merger Agreement, except for (i)
obligations pursuant to the Confidentiality Agreement, (ii) the obligation of
each party to pay its own fees and expenses, and (iii) any liability for any
breach of the Merger Agreement.

Fees and Expenses. The Merger Agreement provides that, whether or not the
Merger is consummated, all costs and expenses incurred in connection with the
Offer, the Merger Agreement and the transactions contemplated thereby shall be
paid by the party incurring such expense.

Waiver and Amendment. The Merger Agreement provides that, subject to the
applicable provisions of the ORC, any provision of the Merger Agreement may be
waived at any time by the party which is, or whose shareholders are, entitled to
the benefits thereof, and the Merger Agreement may be amended or supplemented at
any time, provided that no amendment will be made after any shareholder approval
of the Merger which reduces the Merger Price without further shareholder
approval, and provided further that any action by the Company to waive or amend
any provision of the Merger Agreement will require the approval of a majority of
the Continuing Directors.

The Guaranty. The following description of the Guaranty is qualified in its
entirety by reference to the Guaranty filed as an exhibit to the Schedule 14D-1,
a copy of which may be obtained from the offices of the Commission in the manner
set forth in Section 7 of the Offer to Purchase (except that such information
will not be available at the regional offices of the Commission).

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<PAGE>
Pursuant to the Guaranty, the payment and performance obligations of
Avant-Garde and the Purchaser under the Merger Agreement and the Offer Documents
to the Company and to each other person, if any, to whom a payment or
performance is due under the Merger Agreement or the Offer Documents and each
Indemnified Party (as defined in the Merger Agreement) and the permitted
successors and assigns of any of the foregoing (each, a "Beneficiary", and
collectively, the "Beneficiaries") have been irrevocably, absolutely and
unconditionally guaranteed by Parent, as primary obligor and not merely as a
surety.

The Guaranty provides that it and all covenants and agreements of Parent
contained therein shall continue in full force and effect and shall not be
discharged until such time as (i) the due and punctual payment by Avant-Garde
and the Purchaser of any and all amounts (without duplication) that are or may
become due and payable by Avant-Garde or the Purchaser to any Beneficiary under
the Merger Agreement or any Offer Document to which Avant-Garde or the Purchaser
is or is to be a party, and any other agreement or instrument entered into or
delivered in connection with the transactions contemplated by the Merger
Agreement or any Offer Document whether such obligations now exist or arise
hereafter, as and when the same shall become due and payable in accordance with
the terms thereof, including money damage claims and collection costs, and (ii)
the due, prompt and full performance of, and compliance with, all other
obligations, covenants, terms, conditions, agreements and undertakings of each
of Avant-Garde and the Purchaser to any Beneficiary contained in the Merger
Agreement or the Offer Documents to which Avant-Garde or the Purchaser is or is
to be a party, and any other agreement or instrument entered into or delivered
in connection with the transactions contemplated by the Merger Agreement or the
Offer Documents as and when performance is required in accordance with the terms
thereof (such obligations referred to in clauses (i) and (ii) above, the
"Obligations") shall be paid and performed in full and all the agreements of
Parent thereunder shall have been duly performed. Pursuant to the Guaranty,
Parent guarantees that the Obligations will be paid and performed strictly in
accordance with the terms of the Merger Agreement and the Offer Documents,
regardless of any law, regulation or order now or after the date of the Guaranty
in effect in any jurisdiction affecting any of such terms or the rights of the
Beneficiaries with respect thereto. The Guaranty provides that the liability of
Parent under the Guaranty shall not be subject to any counterclaim, setoff,
deduction, release, recoupment or defense and shall remain in full force and
effect and shall be irrevocable, absolute and unconditional, irrespective of any
substitution, release or exchange of any other guarantee of or security for any
of the Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstances whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor.

Covenants of Parent. Pursuant to the Guaranty, Parent has agreed (i) at its
own expense promptly and duly to execute and deliver to each Beneficiary such
further documents and assurances and to take such further action as any
Beneficiary may from time to time reasonably request in order to more
effectively carry out the intent and purpose of the Guaranty and to establish
and protect the rights and remedies created or intended to be created in favor
of the Beneficiaries thereunder; (ii) that the Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time any payment or
discharge of any of the Obligations is rescinded or must otherwise be returned
by the Beneficiaries upon the insolvency, bankruptcy or reorganization of
Avant-Garde, the Purchaser or Parent or otherwise, as though such payment or
discharge had not been made; (iii) that Parent shall pay all expenses incurred
by the Beneficiaries in enforcing the Guaranty and the Obligations (including
reasonable legal fees and expenses); (iv) that Parent assumes the responsibility
for being and keeping informed of the financial condition of Avant-Garde and the
Purchaser and of all other circumstances bearing upon the risk of nonpayment of
the Obligations which diligent inquiry would reveal, and agrees that no
Beneficiary shall have the duty to advise Parent of information known to it
regarding such condition or any such circumstances; and (v) without the prior
written consent of the Company, Parent will not (A) reduce the number of Shares
to be purchased in the Offer, (B) reduce the purchase price offered pursuant to
the Offer, (C) impose conditions to the Offer in addition to those set forth on
Annex A to the Merger Agreement, (D) change the form of consideration payable in
the Offer, (E) otherwise

24
<PAGE>
amend the Offer (other than amendments which are not adverse to the Company or
its shareholders) or (F) extend the time of the expiration of the Offer if all
conditions to the Offer are then, as provided in the Offer, satisfied or waived.

Representations and Warranties of Parent. The Guaranty contains customary
representations and warranties with respect to Parent, including with respect to
its authority to execute and deliver the Guaranty.

Jurisdiction and Governing Law. Pursuant to the Guaranty, Parent submits to
the non-exclusive jurisdiction of the courts of the State of Ohio located in the
County of Hamilton, and the federal courts of the United States of America
located in such State and County in respect to the interpretation and
enforcement of the provisions thereof and of the documents referred to therein,
and waives, and agrees not to assert, as a defense in any action, suit or
proceeding for the interpretation or enforcement thereof or of any such
document, that it is not subject thereto or that such action, suit or proceeding
may not be brought or is not maintainable in said courts or that the Guaranty or
any of such documents may not be enforced in or by said courts or that its
property is exempt or immune from execution, that the suit, action or proceeding
is brought in an inconvenient forum, or that the venue of the suit, action or
proceeding is improper. The Guaranty provides that it shall be governed by, and
construed in accordance with, the laws of the State of New York.

8. CERTAIN CONDITIONS OF THE OFFER. Section 14 of the Offer to Purchase is
hereby amended and restated in its entirety by this Section 8 of this
Supplement.

Notwithstanding any other provision of the Offer, the Purchaser shall not be
required to accept for payment, purchase or pay for any Shares tendered and
(subject to the terms of the Merger Agreement) may postpone the acceptance for
payment, the purchase of, and/or the payment for any Shares tendered, and/or may
amend or terminate the Offer if (i) at or before the Expiration Date either the
Minimum Condition or the Control Share Condition shall not have been satisfied,
or (ii) at any time before acceptance for payment for any such Shares (whether
or not any Shares have theretofor been accepted for payment or paid for pursuant
to the Offer), any of the following shall occur:

(a) there shall have been instituted or be pending any action or
proceeding before any court or governmental, regulatory or administrative
agency, authority or commission, domestic or foreign, in each case that has
a reasonable likelihood of success, which (i) challenges or seeks to make
illegal, materially delay or otherwise directly or indirectly restrain or
prohibit the Offer or the Merger or the acquisition by the Purchaser of any
Shares, or seeks to obtain any material damages with respect to the
transactions contemplated by the Merger Agreement; (ii) seeks to prohibit or
materially limit the ownership or operation by Parent, the Purchaser or
their affiliates of any material portion of the business or assets of the
Company and its subsidiaries, taken as a whole, or to compel Parent or the
Purchaser or any of their affiliates to dispose of or hold separate all or
any material portion of the business or assets of the Company and its
subsidiaries, taken as a whole, as a result of the transactions contemplated
by the Merger Agreement; (iii) seeks to impose material limitations on the
ability of Parent or the Purchaser or any of their affiliates to exercise
full rights of ownership of the Shares, including without limitation the
right to vote any Shares purchased by them on all matters properly presented
to the shareholders of the Company; or (iv) seeks to prevent Parent or the
Purchaser or any of their affiliates from acquiring, or to require
divestiture by Parent or the Purchaser or any of their affiliates of, any
Shares; or

(b) there shall have been any action taken, or any statute, rule,
regulation, judgment, administrative interpretation, order or injunction
enacted, promulgated, entered, enforced or deemed applicable to the Company
or any affiliate of the Company, or to the Offer or the Merger, which is
reasonably expected to result in any of the consequences referred to in
clauses (i) through (iv) of paragraph (a) above; or

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(c) there shall have occurred and be continuing (i) any general
suspension of, or limitation on prices for, trading in securities on any
national securities exchange or in the over-the-counter market in the United
States, (ii) the declaration of any banking moratorium or any suspension of
payments in respect of banks or any limitation (whether or not mandatory) on
the extension of credit by lending institutions in the United States, (iii)
the commencement of a war, material armed hostilities or any other material
international or national calamity involving the United States, or (iv) in
the case of any of the foregoing existing at the time of the commencement of
the Offer, a material acceleration or worsening thereof; or

(d) any Person, entity or "group" (as such term is used in Section
13(d)(3) of the Exchange Act) other than Parent or any of its affiliates
shall have become the beneficial owner (as that term is used in Rule 13d-3
under the Exchange Act) of more than 20% of the outstanding Shares; or

(e) either (i) the Company shall have breached or failed to comply in
any material respect with any of its obligations under the Merger Agreement;
or (ii) any representation or warranty of the Company contained in the
Merger Agreement, which is qualified as to materiality, shall not be true
and correct, or any such representation or warranty that is not so
qualified, shall not be true and correct in any respect which is reasonably
likely to have a material adverse effect on the business, operations,
properties, assets, liabilities or condition (financial or otherwise) of the
Company and its subsidiaries, taken as a whole, in each case either as of
when made or as of such expiration or proposed termination of the Offer
except as to any representation or warranty which speaks as to a specific
date, which must be untrue or incorrect in the foregoing respects as of such
specific date; or

(f) the Merger Agreement shall have been terminated pursuant to its
terms; or

(g) the Board of Directors of the Company shall have amended, modified
or withdrawn its (i) approval of the transactions contemplated by the Merger
Agreement in a manner satisfying the requirements of paragraph 2(A) of
Article Seventh of the Articles of Incorporation of the Company, (ii)
determination that the Offer and the Merger are fair to and in the best
interests of the Company and its shareholders, (iii) approval of the Offer,
the Merger Agreement and the Merger, (iv) recommendation that the holders of
Shares authorize the purchase of Shares by the Purchaser for purposes of
Section 831, (v) recommendation of acceptance of the Offer, the tender of
Shares pursuant to the Offer and approval and adoption of the Merger
Agreement and the Merger by the holders of Shares, (vi) actions taken as
contemplated by the Ohio Business Combination Law in order to make the Ohio
Business Combination Law inapplicable to the Merger, or (vii) determination
that the Offer is a Permitted Offer (as defined in the Rights Agreement) for
purposes of the Rights Agreement (the "Recommendation") or shall have failed
to publicly reconfirm such Recommendation upon the request of Parent or the
Purchaser, which is reasonable in the circumstances, or shall have approved
or recommended any of the following involving the Company or any of its
subsidiaries: (A) any merger, consolidation, share exchange, business
combination or other similar transaction; (B) any sale, lease, exchange,
transfer or other disposition of all or substantially all of the assets of
the Company and its subsidiaries, taken as a whole, in a single transaction
or series of transactions (except in respect of the sale of the Company's
Footwear Group pursuant to the Nine West Purchase Agreement); or (C) any
tender offer or exchange offer for 50% or more of the shares of capital
stock of the Company or the filing of a registration statement under the
Securities Act of 1933, as amended, in connection with any such exchange
offer; or shall have resolved to do any of the foregoing;

which, in the good faith sole judgment of Parent or the Purchaser, in any such
case and regardless of the circumstances giving rise to any such condition,
makes it inadvisable to proceed with the Offer or such acceptance for payment or
purchase of or payment for any of the Shares. The foregoing conditions are for
the sole benefit of Parent and the Purchaser. The foregoing conditions, other
than the Minimum Condition and the Control Share Condition, may be waived by the
Purchaser in whole or in part at any

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<PAGE>
time and from time to time in its sole judgment. The failure of Parent or the
Purchaser at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time.

9. CERTAIN LEGAL MATTERS; REQUIRED REGULATORY APPROVALS. Section 15 of the
Offer to Purchase is amended and supplemented by this Section 9 of this
Supplement.

Certain Litigation. On March 6, 1995, the action brought by the Purchaser
and Parent on March 3, 1995 in the District Court was amended to, among other
things, add Avant-Garde as a plaintiff (Avante-Garde, Parent and the Purchaser
are collectively referred to herein as the "Luxottica Plaintiffs").

On March 10, 1995, the Luxottica Plaintiffs filed the Second Amended
Verified Complaint Seeking Declaratory and Injunctive Relief (the "Second
Amended Complaint") in the District Court relating to the Sections 1701.41,
1701.42, 1707.23 and 1707.26 of the ORC (the "Ohio Take-Over Act"), the Rights
and the impairment of the voting rights of Disqualified Shares under Sections
1701.01(CC)(2) and 1701.831 of the ORC.

On March 16, 1995, the District Court issued a preliminary injunction (the
"March 16 Order") enjoining the Company and the State of Ohio from applying to
the Offer the provisions of Section 1701.01(CC)(2) of the ORC which, by their
terms, would have impaired the voting rights of Disqualified Shares at the
Section 831 Meeting.

On March 22, 1995, the Company and the other defendants in the litigation
pending in the District Court (collectively, the "Company Defendants") filed
with the District Court an Answer and Counterclaim (the "Answer and
Counterclaim") for preliminary and permanent injunction denying the material
allegations in the Second Amended Complaint. The allegations in the Answer and
Counterclaim have been amended and, as amended, are described below in the
description of the Answer and Amended Counterclaim (as defined below) filed by
the Company Defendants on March 29, 1995.

On March 22, 1995, the District Court issued an order (the "March 22 Order")
denying the motion of the Luxottica Plaintiffs to require the Company to obtain
and produce a list (the "NOBO list") of beneficial owners of Shares who do not
object to the disclosure of their name and address by the registered owner of
such Shares to the Company for the limited purpose of soliciting direct
communication on corporate matters. The order further provides, however, that in
the event the Company obtains a NOBO list it will so notify the Luxottica
Plaintiffs and allow such parties to inspect and copy such list.

On March 23, 1995, the District Court issued an order (the "First March 23
Order") permanently enjoining the Luxottica Plaintiffs from making any public
statement, including any direct statement to shareholders of the Company,
representing that such parties have the ability to set either alone, separately
or in conjunction with one another and Claudio and Debra Del Vecchio, any record
date in connection with any meeting of the shareholders of the Company or any
record date for soliciting consents or agent designations for the purpose of
calling any special meeting of the Company's shareholders.

On March 23, 1995, the District Court issued an order (the "Second March 23
Order") denying the Company's motion to enjoin the Luxottica Plaintiffs from
using the list of shareholders of the Company previously provided to Avant-Garde
in connection with the proxy solicitations relating to the Section 831 Meeting
and the Special Meeting.

On March 24, 1995, the Luxottica Plaintiffs filed a motion with the District
Court for leave to file a Third Amended Complaint (the "Third Amended
Complaint") and filed the Third Amended Complaint which renews the allegations
made in the Second Amended Complaint and further seeks an order declaring that
(i) the incumbent directors of the Company have breached their fiduciary duties
by failing to negotiate with Parent and the Purchaser and taking certain actions
with respect to the

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Company's compensation and retirement plans and arrangements designed to
entrench existing management and increase the cost of acquiring the Shares, (ii)
the incumbent directors of the Company have violated Section 1701.76 of the ORC
by failing to hold a shareholder vote with respect to the proposed sale of the
Company's footwear operations to Nine West and the Company's announced intention
to sell or otherwise dispose of substantially all of its remaining assets, (iii)
the proposed sale of the Company's footwear operations to Nine West may not be
consummated without a vote of the shareholders adopting an amendment to the
Company's Articles and (iv) certain disclosures made by the Company following
the commencement of the Offer, including disclosures in the Company 14D-9,
contain false and misleading statements that violate the Exchange Act in certain
respects, including, among others, the failure of the Company 14D-9 to describe
the estimated after-tax proceeds of the proposed sale to Nine West and the
manner in which such proceeds will be used by the Company, the fact that certain
schedules to the Company's agreement with Nine West are omitted from the Company
14D-9 and the failure of the Company 14D-9 to adequately disclose the Company's
plans to auction off the Company's businesses. The motion for leave to file the
Third Amended Complaint was granted by the District Court on March 27, 1995.

On March 29, 1995, the Company Defendants filed with the District Court an
Answer and Amended Counterclaim (the "Answer and Amended Counterclaim") denying
the material allegations in the Third Amended Complaint and alleging, among
other things, that the Schedule 14D-1, the Offer to Purchase, and the definitive
Proxy Statement dated March 21, 1995 of Parent and the Purchaser for the Section
831 Meeting (the "831 Proxy Statement") contain false and misleading statements
and fail to make required disclosures in violation of the Exchange Act and the
Ohio Take-Over Act, which violations purportedly require preliminary and
permanent injunctive relief restraining consummation of the Offer or any other
transaction to gain control of the Company.

Count I of the Answer and Amended Counterclaim alleges that the Schedule
14D-1 and the Offer to Purchase fail to disclose as alleged purposes of the
Offer, Parent's intention to cause Lenscrafters, Inc., a wholly owned subsidiary
of the Company, to shift its sourcing of merchandise from the Far East to
European suppliers (including Parent), and an attempt on Parent's part to
prevent Lenscrafters, Inc. from obtaining a certain market share in North
America. The Company apparently makes these assertions on the basis of
statements attributed by the press to Leonardo Del Vecchio, the Chairman of the
Board and Chief Executive Officer of Parent. The Luxottica Plaintiffs deny that
the Schedule 14D-1 and Offer to Purchase are false or misleading, and believe
that the purpose of the Tender Offer, as well as their plans and proposals, are
fully and adequately set forth in those documents. As the Schedule 14D-1 and
Offer to Purchase disclose, once the Tender Offer is consummated and the
Proposed Merger between the Company and another direct or indirect wholly owned
subsidiary of Parent occurs, Parent will control the entire equity interest in
the Company, and it and the Purchaser will conduct a detailed review of the
Company's assets and business operations to determine what, if any, changes
would be desirable in light of the circumstances which then exist. Parent is
pursuing the Offer for strategic business reasons. Although it has not adopted
any firm plans, subject to its completion of a detailed review of the Company's
operations, Parent presently intends to sell or otherwise dispose of the
Company's footwear and women's apparel divisions and to retain the optical
division.

Count II of the Answer and Amended Counterclaim alleges that the Schedule
14D-1 and the Offer to Purchase fail to adequately disclose the corporate
organization of Parent and its subsidiaries, including the Purchaser, and that
Avant-Garde may acquire certain Shares purchased by the Purchaser pursuant to
the Offer. The Luxottica Plaintiffs deny that the Schedule 14D-1 and the Offer
fail to disclose any material facts regarding the structure of the Offer.
Luxottica U.S. Holdings Corp., an indirect wholly owned subsidiary of Parent, is
the Borrower under the commitment letter dated March 2, 1995 (the "Commitment
Letter") with Credit Suisse for the Facility, which refers to it as "Newco 1".
The Purchaser is referred to as "Bidco" in the Commitment Letter. Luxottica U.S.
Holdings Corp. will invest as capital in Avant-Garde the proceeds of the
Facility necessary to fund the Purchaser's acquisition of the Shares pursuant to
the Offer and the Proposed Merger. Avant-Garde will

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<PAGE>
invest as capital in the Purchaser an amount equal to the entire proceeds
received by it from Luxottica U.S. Holdings Corp. Upon consummation of the
Proposed Merger, the surviving corporation will be a wholly owned subsidiary of
Avante-Garde.

Count III of the Answer and Amended Counterclaim alleges that the Schedule
14D-1 fails to disclose the identity of Mr. Leonardo Del Vecchio, the Chairman
of the Board and Chief Executive Officer of Parent, as a "controlling person" of
Parent within the meaning of the Exchange Act. The Luxottica Plaintiffs deny
that the Schedule 14D-1 and the Offer to Purchase fail to disclose any material
information regarding Mr. Del Vecchio, who together with other members of the
Del Vecchio family, owns approximately 71.5% of Parent's stock. Mr. Del Vecchio
founded Parent in 1961, and has served as its Chief Executive Officer since that
time. He has served as Chairman of its Board of Directors since 1981. All of the
information concerning "controlling persons" which is required to be disclosed
by the Exchange Act is in fact disclosed in the Schedule 14D-1 with respect to
Mr. Del Vecchio, as well as the other Directors and Officers identified in
Schedule I to the Offer to Purchase.

Count IV of the Answer and Amended Counterclaim alleges, among other things,
that the Schedule 14D-1 and the Offer to Purchase fail to disclose material
facts pertaining to the proposed financing of the Offer, including the identity
of the actual borrower under the Facility, the risk that the financing
contemplated by the Facility may be challenged for noncompliance with the margin
regulations promulgated by the Board of Governors of the Federal Reserve System
(the "Board of Governors"), the amount of funds that may be borrowed under the
Revolving Credit Facility to purchase Shares, and the fact that the
documentation evidencing the Facility is subject to the approval of Credit
Suisse. The Luxottica Plaintiffs intend to deny that the Schedule 14D-1 and the
Offer to Purchase fail to disclose any material facts pertaining to the
financing of the Tender Offer. As noted above, Luxottica U.S. Holdings Corp., a
newly formed Delaware corporation, will be the Borrower under the Facility. The
Luxottica Plaintiffs believe the Facility is and will be in full compliance with
the margin regulations promulgated by the Board of Governors, and thus, there is
no "risk" of non-compliance. The Borrower will borrow under the Facility
sufficient funds to finance the Offer, as set forth in the Offer to Purchase.
The fact that the Commitment Letter contains customary conditions, including the
negotiation, execution and delivery of definitive documentation, clearly
requiring the execution, and thus the approval, thereof by Credit Suisse, is
also fully disclosed in the Schedule 14D-1 and the Offer to Purchase.

Count IV also alleges that the Fourth Amendment to the Schedule 14D-1 filed
on March 16, 1995 (the "Fourth Amendment") falsely states that "Credit Suisse is
prepared to fund their commitment on the expiration date of our offer . . . ."
The Luxottica Plaintiffs deny that the Fourth Amendment was false or misleading
with respect to the Credit Suisse Commitment. The quoted statement was contained
in a letter dated March 16, 1995 from Claudio Del Vecchio, Managing Director of
Parent, to Bannus Hudson, President and Chief Executive Officer of the Company,
in response to the Company's press release rejecting the Offer. That press
release described the Offer as being subject to "significant conditions". The
Company's Count IV quotes Mr. Del Vecchio's statement out of context. The full
text of Section 1 of Mr. Del Vecchio's letter is as follows:

"1. Your characterization of our offer as conditional is ironic and
misleading. One of the conditions you refer to in your press release is the
financing condition. As you must know by reviewing the Credit Suisse
commitment letter which has been publicly filed, our offer is fully
underwritten by Credit Suisse. Credit Suisse is prepared to fund their
commitment on the expiration date of our offer. Credit Suisse is prepared to
meet with you and explain the nature of its commitment if you desire. We
also note with interest that, although you have rejected our fully
underwritten offer, you have entered into an agreement with Nine West which
appears to be conditioned on financing.

The only other conditions we have in our offer which you might find
objectionable are solely within the control of your Board to satisfy. All
you have to do is enter into negotiations with us

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<PAGE>
and approve a transaction containing mutually agreeable terms, and our offer
would no longer be subject to the conditions you find objectionable."

The March 16, 1995 letter points out that Credit Suisse has agreed to underwrite
100% of the Facility and that its commitment is therefore not conditioned on the
participation of other lenders. The letter also refers specifically to the
Commitment Letter, which contains specified conditions, and which was filed as
an Exhibit to the Schedule 14D-1, and offers, in addition, to have Credit Suisse
meet with Mr. Hudson to "explain the nature of its commitment".

Count V of the Answer and Amended Counterclaim alleges that Amendment No. 4
to the Schedule 14D-1 erroneously indicates that the Company's agreement with
Nine West regarding the disposition of the Company's footwear division "appears
to be conditioned on financing". The Luxottica Plaintiffs deny that they have
made any material misstatements regarding the Company's agreement with Nine
West. The quoted statement that financing "appears" to be a condition to the
agreement's consummation, was based on press reports that "[f]inancing for the
transaction has been committed to by Citibank and Merrill Lynch", and that
"[t]he [purchase] agreement is subject to customary closing conditions", as well
as a review of Nine West's current financial statements, which do not reflect
sufficient cash to consummate the purchase absent financing by a third party.
Confirming the reliance by the Luxottica Plaintiff's on such press reports and
review, an additional press report was issued on April 4, 1995, quoting Richard
White, the Chief Financial Officer of Nine West, who was discussing Nine West's
financing for the acquisition of the Company's footwear division, as follows:
"We already have the bank commitments with Citibank and Merrill Lynch Credit
Corp." "We're working with the banks to finish up the syndication, and we hope
to close by June 1st but not before." Since the filing of Amendment No. 4 to the
Schedule 14D-1, the Luxottica Plaintiffs have had an opportunity to review the
written agreement between the Company and Nine West for the sale of the footwear
division, a copy of which was filed as an exhibit to the Company 14D-9. That
agreement does not contain as a condition precedent to Nine West's obligation to
close its receipt of sufficient financing to consummate the purchase; nor does
it contain any representation by Nine West that it has financing to consummate
the purchase. Nevertheless, as confirmed by the April 4, 1995 press report
referred to above, it is apparent that Nine West will require financing or some
other infusion of cash in order to consummate the purchase of the Company's
footwear division.

Count VI of the Answer and Amended Counterclaim alleges that the Schedule
14D-1 and the Offer to Purchase fail to disclose that the Facility is subject
to, and does not satisfy, the requirements of Regulation U of the Board of
Governors that limit the amount of credit allowable for the purchaser of "margin
stock", and that future changes in value of the Italian lire may profoundly
affect the valuation of Parent's non-stock assets and the Borrower's ability to
comply with the regulations of the Board of Governors. The Luxottica Plaintiffs
deny that the Facility is in any way violative of Regulation U, and believe that
any borrowings thereunder will comply fully with the applicable margin
requirements. It is a condition precedent to the Facility that all loans
thereunder be in full compliance with Regulation U. The Commission and the
United States Justice Department possess enforcement power with respect to
Regulation U, and if the Facility did violate its terms, the federal government
could, among other remedies, seek to restrain the consummation of the Offer and
Facility. The Schedule 14D-1 and the Offer to Purchase do not contain any
material false or misleading statements or non-disclosures with respect to
Regulation U. Further, the Luxottica Plaintiffs do not believe that fluctuations
in the Italian lire will have any material impact upon the valuation of the
collateral under the Commitment Letter for purposes of Regulation U, and to
suggest otherwise could be false and misleading.

Count VII of the Answer and Amended Counterclaim alleges that Schedule III
to the 831 Proxy Statement ("Schedule III"), contains a false and misleading
description of the Shares owned by Mellon Bank Corporation ("Mellon") and its
subsidiaries. In particular, the Company alleges that the manner by which the
Luxottica Plaintiffs described the ownership of these Shares could lead an
investor to reasonably conclude that Mellon and its subsidiaries own 16,158,000
(34.85%), rather than 4,678,000

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<PAGE>
(10.09%), of the Shares, which the Company asserted in its definitive proxy
statement for the Section 831 Meeting were the correct number of Shares and
percentages.

The Luxottica Plaintiffs deny that Schedule III is false and misleading. The
designation "c/o Mellon Bank" specifically appears after the three Mellon
subsidiaries mentioned in Schedule III. Moreover, to the extent that Schedule
III could be read to suggest that Mellon and its subsidiaries own more than
10.09% of the Shares, the Luxottica Plaintiffs relied in good faith on a
description of the ownership of Shares set forth in Amendment No. 3 to a
schedule 13G Statement ("Schedule 13G") filed by Mellon on March 8, 1995. The
Schedule 13G is a publicly filed document and was the sole source of the
Luxottica Plaintiffs' information, which, as stated in Schedule III, was derived
from the Schedule 13G.

Count VIII of the Answer and Amended Counterclaim alleges that the Luxottica
Plaintiffs improperly established record dates for special meetings of the
Company's shareholders and for the execution of "Agent Designations." On March
23, 1995, the District Court issued the First March 23 Order permanently
enjoining the Luxottica Plaintiffs from making any public statement, including
any direct statement to shareholders of the Company, representing that such
parties have the ability to set either alone, separately or in conjunction with
one another and Claudio and Debra Del Vecchio, any record date in connection
with any meeting of the shareholders of the Company or any record date for
soliciting consents or agent designations for the purpose of calling any special
meeting of the Company's shareholders. Parent and Purchaser have distributed the
831 Proxy Statement and a Solicitation Statement (the "Solicitation Statement")
to call the Special Meeting, neither of which violate the First March 23 Order.

Count IX of the Answer and Amended Counterclaim alleges that Parent and the
Purchaser have failed to mail or deliver to the Company's shareholders certain
information required to be disclosed pursuant to the Ohio Take-Over Act. The
Company dismissed this count, without prejudice, on April 10, 1995.

On April 6, 1995, the Company Defendants filed with the District Court an
Amended Answer and Amended Counterclaim (the "Second Answer and Amended
Counterclaim") denying the material allegations of the Third Amended Complaint,
restating Counts I through IX of the Answer and Amended Counterclaim, which are
described above, and adding five additional counts to their counter-
claim.

Count X of the Second Answer and Amended Counterclaim alleges that the
Luxottica Plaintiffs made false and misleading statements in two letters to the
Company's shareholders, one of which accompanied the 831 Proxy Statement and one
of which accompanied the Solicitation Statement. In these letters to
shareholders, the Luxottica Plaintiffs urged shareholders of the Company to
"keep the pressure on" the Company's Board of Directors to negotiate in good
faith and to encourage the Board to negotiate in good faith. The Company alleges
that these statements were false and misleading because at the time they were
made, as noted in the Solicitation Statement, counsel to the Luxottica
Plaintiffs and counsel to the Company were discussing a form of confidentiality
agreement. The Luxottica Plaintiffs deny the allegations that the statements in
the shareholder letters were false and misleading. At the time the statements
were made the Luxottica Plaintiffs' efforts to obtain confidential information,
which had already been given to other parties, were being frustrated by the
inability of the parties to agree on a confidentiality agreement, principally
due to the Company's insistence that the confidentiality agreement contain a
two-year standstill provision applicable to Parent and its affiliates. There
were no negotiations between the Luxottica Plaintiffs and the Company taking
place on any transaction with the Company. Therefore, it was not in any way
false or misleading for the Luxottica Plaintiffs to urge the Company's
shareholders to encourage the Company's Board of Directors to negotiate in good
faith with the Luxottica Plaintiffs.

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<PAGE>
Count XI of the Second Answer and Amended Counterclaim alleges that the
Solicitation Statement is false and misleading because it provides information
on the price of the Shares prior to the commencement of the Offer but does not
state that the Shares traded at $24 per Share as recently as the Company's
fiscal quarter ended October 29, 1994 and have traded at prices more than $2 in
excess of the $24 per share Offer price since the commencement of the Offer. The
Luxottica Plaintiffs deny the allegations that their statements about the price
of the Shares were false and misleading. The statements were true, and the
Company Defendants do not deny this fact. Moreover, the $24 per Share trading
price in the quarter ended October 29, 1994 was disclosed in the Offer to
Purchase of Parent and the Purchaser previously delivered to the Company's
shareholders. Further, such $24 per Share price was reached shortly after the
public announcement of a proposal by Nine West for a transaction with the
Company, and the price declined shortly thereafter when the Company's Board of
Directors rejected the proposal. The other information about the price of the
Company's Shares is publicly available to holders of Shares, and the Luxottica
Plaintiffs were not required to include it in the Solicitation Statement.

Count XII of the Second Answer and Amended Counterclaim relates to the
Solicitation Statement and is similar to Count VII which relates to the 831
Proxy Statement. Count XII alleges that Schedule III to the Solicitation
Statement (the "Solicitation Schedule III") contains a false and misleading
description of the Company's Shares owned by Mellon and its subsidiaries. In
particular, the Company alleges that the manner in which the Luxottica
Plaintiffs described the ownership of these Shares could lead an investor to
reasonably conclude that Mellon and its subsidiaries own 16,158,000 (34.85%),
rather than 4,678,000 (10.09%), of the Shares, which the Company asserts are the
correct number of Shares and percentages. The Luxottica Plaintiffs deny that the
Solicitation Schedule III is false and misleading. The designation "c/o Mellon
Bank" specifically appears after the three Mellon subsidiaries mentioned in the
Solicitation Schedule III. Moreover, to the extent that the Solicitation
Schedule III could be read to suggest that Mellon and its subsidiaries own more
than 10.09% of the Shares, the Luxottica Plaintiffs relied in good faith on a
description of the ownership of the Shares set forth in Amendment No. 3 to the
Schedule 13G filed by Mellon on March 8, 1995. The Schedule 13G is a publicly
filed document and was the sole source of the Luxottica Plaintiffs' information,
which as stated in the Solicitation Schedule III, was derived from the Schedule
13G.

Count XIII of the Second Answer and Amended Counterclaim alleges that the
form of agent designation for the Solicitation Statement is misleading because
while the Solicitation Statement states that the Luxottica Plaintiffs may elect
to make additional proposals at the Special Meeting, the form of agent
designation does not clearly state that additional proposals may be made. The
Luxottica Plaintiffs deny that the form of agent designation is misleading since
it clearly contemplates that other matters may come before the Special Meeting.
Any other matter proposed by the Luxottica Plaintiffs would be identified in the
proxy material for the Special Meeting and the Company's shareholders would have
the right to vote on it. As the Solicitation Statement clearly states on its
cover, the agent designations will not confer any rights to vote on matters
brought before the Special Meeting and, if the Special Meeting is called,
separate proxy materials will be sent with respect to such matters.

Count XIV of the Second Answer and Amended Counterclaim alleges that the
Solicitation Statement is false and misleading because it states (i) that the
date for determining shareholders of the Company entitled to call the Special
Meeting is the date that the meeting is called (the "Call Date") rather than a
record date determined by the Company's Board of Directors after the Company
"determines preliminary" that at least 50% of the Company's shareholders have
attempted to call the Special Meeting and (ii) that revocations of agent
designations will not affect actions taken prior to such revocation. The
Luxottica Plaintiffs deny that the date for determining Company shareholders
entitled to call the Special Meeting is any date other than the Call Date
because Ohio law and the Company's regulations clearly and unambiguously afford
to the holders of 50% of its Shares the right to call the Special Meeting,
without reference to any requirement that the calling shareholders continue to
hold their Shares after the Call Date. The Luxottica Plaintiffs also deny that
revocations of agent designations

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would affect actions taken prior to such revocation because the revocation of
the authority of an agent does not retroactively invalidate actions previously
taken by the agent within the scope of his authority.

On April 11, 1995, the Luxottica Plaintiffs filed a Reply to Second Amended
Counterclaim (the "Reply") denying the allegations set forth in the Second
Answer and Amended Counterclaim as described above.

On April 17, 1995, the Company Defendants filed with the District Court a
Third Amended Counterclaim (the "Third Amended Counterclaim") which added an
additional count to the Second Answer and Amended Counterclaim. Count XV set
forth in the Third Amended Counterclaim alleges that the following statement
made in the proxy materials of Parent and the Purchaser relating to the Section
831 Meeting was false and misleading: "Unfortunately, under Ohio law, unless the
owners of a majority of the shares present at this important meeting vote "FOR"
the approval of our purchase of shares, Luxottica may not be able to acquire
U.S. Shoe at any price under our tender offer." The Third Amended Counterclaim
alleges that this statement falsely and misleadingly asserts that Ohio law would
preclude Parent from changing the $24.00 per Share price if a "Yes" vote is not
obtained at the Section 831 Meeting. The Luxottica Plaintiffs deny that the
statement is false and misleading because Parent may not, in fact, be able to
consummate the Offer at any price if authorization is not obtained at the
Section 831 Meeting.

The foregoing descriptions of the Second Amended Complaint, the March 16
Order, the Answer and Counterclaim, the March 22 Order, the First March 23
Order, the Second March 23 Order, the Third Amended Complaint, the Answer and
Amended Counterclaim, the Second Answer and Amended Counterclaim Amendment, the
Reply and the Third Amendment Counterclaim are qualified in their entirety by
reference to the text of such documents, each of which has been filed as an
exhibit to the Schedule 14D-1, copies of which may be obtained from the offices
of the Commission in the manner set forth in Section 7 of the Offer to Purchase
(except that such information will not be available at the regional offices of
the Commission).

Pursuant to the Merger Agreement, each of Parent, the Purchaser and the
Company agreed, promptly, and in no event later than two business days after the
date hereof, to use its best efforts to obtain a dismissal without prejudice of
all claims and counterclaims arising in connection with the litigation described
above, with each party bearing its own costs and attorneys' fees. See Section 7
of this Supplement.

Ohio Take-Over Act. As described in the Offer to Purchase, Parent and the
Purchaser submitted certain information relating to the Offer to the Ohio
Division of Securities on March 3, 1995 pursuant to the Ohio Take-Over Act.
Under such Act, the Ohio Division of Securities is vested with authority to take
action within three calendar days of such submission to summarily suspend the
continuation of the Offer. The Ohio Division of Securities did not issue any
order to suspend the continuation of the Offer prior to the expiration of such
three day period.

Antitrust. The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, which is applicable to the Offer expired
at 11:59 p.m., New York City time, on March 18, 1995 without the Purchaser or
Parent receiving a request for additional information or documentary material
from the Antitrust Division or the Federal Trade Commission prior thereto.

10. MISCELLANEOUS

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF PARENT OR THE PURCHASER NOT CONTAINED IN THIS
SUPPLEMENT, THE OFFER TO PURCHASE OR THE REVISED LETTER OF TRANSMITTAL AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. NEITHER THE DELIVERY OF THIS SUPPLEMENT OR THE OFFER TO
PURCHASE NOR ANY PURCHASE PURSUANT TO THE OFFER, SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE

33
<PAGE>
IN THE AFFAIRS OF PARENT, THE PURCHASER OR THE COMPANY SINCE THE DATE AS OF
WHICH INFORMATION IS FURNISHED OR THE DATE OF THIS SUPPLEMENT.

Parent and the Purchaser have filed with the Commission the Schedule 14D-1
including amendments thereto, together with exhibits, pursuant to Rule 14d-3 of
the General Rules and Regulations under the Exchange Act, furnishing certain
additional information with respect to the Offer, and may file additional
amendments thereto. The Schedule 14D-1 and any amendments thereto, including
exhibits, may be inspected at, and copies may be obtained from, the same places
and in the same manner as set forth in Section 7 of the Offer to Purchase
(except that they will not be available at the regional offices of the
Commission).

EXCEPT AS OTHERWISE SET FORTH IN THIS SUPPLEMENT, THE TERMS AND CONDITIONS
PREVIOUSLY SET FORTH IN THE OFFER TO PURCHASE REMAIN APPLICABLE IN ALL RESPECTS
TO THE OFFER, AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER
TO PURCHASE.

LUXOTTICA ACQUISITION CORP.

April 24, 1995

34
<PAGE>
Facsimile copies of the revised Letter of Transmittal, properly completed
and duly signed, will be accepted. The revised Letter of Transmittal,
certificates for the Shares and any other required documents should be sent by
each shareholder of the Company or his broker, dealer, commercial bank, trust
company or other nominee to the Depositary as follows:

The Depositary for the Offer is:

CHEMICAL BANK

<TABLE><CAPTION>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Chemical Bank (For Eligible Institutions Only) Chemical Bank
Reorganization Department (212) 629-8015 55 Water Street
P.O. Box 3085 or Second Floor-Room 234
G.P.O. Station (212) 629-8016 New York, New York 10041
New York, New York 10116-3085 Confirm by Telephone: Attention:
(212) 946-7137 Reorganization Department
</TABLE>

--------------

Any questions or requests for assistance or additional copies of the Offer
to Purchase, this Supplement, the revised Letter of Transmittal and the revised
Notice of Guaranteed Delivery may be directed to the Information Agent or the
Dealer Manager at their respective telephone numbers and locations listed below.
You may also contact your broker, dealer, commercial bank or trust company or
other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

MACKENZIE
PARTNERS, INC.

156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)

CALL TOLL-FREE (800) 322-2885

The Dealer Manager for the Offer is:

CS First Boston
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
(212) 909-2000 (Call Collect)

Exhibit (a)(35)

LETTER OF TRANSMITTAL
TO TENDER COMMON SHARES
(INCLUDING THE ASSOCIATED PREFERENCE SHARE PURCHASE RIGHTS)
OF
THE UNITED STATES SHOE CORPORATION
at
$28.00 NET PER SHARE
Pursuant to the Offer to Purchase dated March 3, 1995
and
the Supplement dated April 24, 1995
by
LUXOTTICA ACQUISITION CORP.
an indirect wholly owned subsidiary
of
LUXOTTICA GROUP S.P.A.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, MAY 5, 1995,
UNLESS THE OFFER IS EXTENDED

The Depositary for the Offer is:
CHEMICAL BANK

<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Chemical Bank (For Eligible Institutions only) Chemical Bank
Reorganization Department (212) 629-8015 55 Water Street
P.O. Box 3085 or Second Floor-Room 234
G.P.O. Station (212) 629-8016 New York, New York 10041
New York, New York 10116-3085 Confirm by Telephone: Attention:
(212) 946-7137 Reorganization Department
</TABLE>
<PAGE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

This revised GREEN Letter of Transmittal or the previously circulated BLUE
Letter of Transmittal is to be used either if certificates evidencing Shares
and/or Rights (each as defined below) are to be forwarded herewith or, unless an
Agent's Message (as defined in the Offer to Purchase) is utilized, if delivery
of Shares and/or Rights is to be made by book-entry transfer to the account
maintained by the Depositary at The Depository Trust Company, the Midwest
Securities Trust Company or the Philadelphia Depository Trust Company (each, a
"Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer
Facilities") pursuant to the procedures set forth in Section 3 of the Offer to
Purchase dated March 3, 1995 (the "Offer to Purchase") and Section 2 of the
Supplement dated April 24, 1995 (the "Supplement"). Shareholders who tender
Shares or Rights by book-entry transfer are referred to herein as "Book-Entry
Shareholders."

Shareholders who have previously validly tendered Shares pursuant to the
Offer using the previously circulated BLUE Letter of Transmittal or the
previously circulated GREY Notice of Guaranteed Delivery and who have not
properly withdrawn such Shares have validly tendered such Shares for purposes of
the Offer, as amended, and need not take any further action.

If the Distribution Date (as defined in the Offer to Purchase) has not
occurred prior to the time Shares are tendered pursuant to the Offer (as defined
below), a tender of Shares will also constitute a tender of the associated
Rights. See Section 3 of the Offer to Purchase. If the Distribution Date has
occurred, and certificates representing Rights (the "Rights Certificates") have
been distributed to holders of Shares, such holders of Shares will be required
to tender Rights Certificates representing a number of Rights equal to the
number of Shares being tendered in order to effect a valid tender of such
Shares.

Holders of Shares and Rights whose certificates for such Shares (the "Share
Certificates") and, if applicable, Rights Certificates, are not immediately
available or who cannot deliver their Share Certificates or, if applicable,
their Rights Certificates, and all other required documents to the Depositary on
or prior to the Expiration Date (as defined in Section 1 of the Supplement) or
who cannot deliver confirmation of the book-entry transfer of their Shares into
the Depositary's account at a Book-Entry Transfer Facility ("Book-Entry
Confirmation") on or prior to the Expiration Date, must tender their Shares and
Rights according to the guaranteed delivery procedures set forth in Section 3 of
the Offer to Purchase and Section 2 of the Supplement. See Instruction 2 of this
Letter of Transmittal. Delivery of documents to a Book-Entry Transfer Facility
does not constitute delivery to the Depositary.

/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:_____________________________________________

Check Box of Book-Entry Transfer Facility:

/ / The Depository Trust Company / / Midwest Securities Trust Company

/ / Philadelphia Depository Trust Company

Account Number_______________ Transaction Code Number_____________________

<PAGE>
/ / CHECK HERE IF TENDERED RIGHTS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:_____________________________________________

Check Box of Book-Entry Transfer Facility:

/ / The Depository Trust Company / / Midwest Securities Trust Company

/ / Philadelphia Depository Trust Company

Account Number____________________ Transaction Code Number_______________

/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:

Name(s) of Registered
Owner(s):_______________________________________________________________

Window Ticket Number (if
any):___________________________________________________________________

Date of Execution of Notice of Guaranteed
Delivery:_________________________________________________

Name of Institution that Guaranteed
Delivery:_______________________________________________________

If Delivered by Book-Entry Transfer, Check Box of Book-Entry Transfer
Facility:

/ / The Depository Trust Company / / Midwest Securities Trust Company

/ / Philadelphia Depository Trust Company

Account Number____________________ Transaction Code Number______________
<PAGE>
/ / CHECK HERE IF TENDERED RIGHTS ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:

Name(s) of Registered
Owner(s):________________________________________________________________

Window Ticket Number (if
any):___________________________________________________________________

Date of Execution of Notice of Guaranteed
Delivery:_________________________________________________

Name of Institution that Guaranteed
Delivery:_______________________________________________________

If Delivered by Book-Entry Transfer, Check Box of Book-Entry Transfer
Facility:

/ / The Depository Trust Company / / Midwest Securities Trust Company

/ / Philadelphia Depository Trust Company

Account Number_______________ Transaction Code Number________________

<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST, IF NECESSARY)
<S> <C> <C> <C>

TOTAL NUMBER
OF SHARES
SHARE REPRESENTED BY NUMBER OF
CERTIFICATE SHARE SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**

Total Shares
</TABLE>

* Need not be completed by Book-Entry Shareholders.

** Unless otherwise indicated, it will be assumed that all Shares being
delivered to the Depositary are being tendered. See Instruction 4.

<PAGE>
<TABLE>
<CAPTION>
DESCRIPTION OF RIGHTS TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) RIGHTS CERTIFICATE(S) AND RIGHT(S) TENDERED*
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST, IF NECESSARY)
<S> <C> <C> <C>

TOTAL NUMBER
OF RIGHTS
RIGHTS REPRESENTED BY NUMBER OF
CERTIFICATES RIGHTS RIGHTS
NUMBER(S)** CERTIFICATE(S)** TENDERED***

Total Rights
</TABLE>

* If the tendered Rights are represented by separate Rights Certificates,
complete the certificate numbers of such Rights Certificates.
Shareholders tendering Rights which are not represented by separate
certificates will need to submit an additional Letter of Transmittal if
Rights Certificates are received.

** Need not be completed by Book-Entry Shareholders.

*** Unless otherwise indicated, it will be assumed that all Rights being
delivered to the Depositary are being tendered. See Instruction 4.

-----------------------

The names and addresses of the registered holders should be printed, if not
already printed above, exactly as they appear on the certificates
representing Shares and/or Rights tendered hereby. The certificates and
number of Shares and/or Rights that the undersigned wishes to tender should
be indicated in the appropriate boxes.

<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS.

Ladies and Gentlemen:

The undersigned hereby tenders to Luxottica Acquisition Corp. (the
"Purchaser"), a Delaware corporation and an indirect wholly owned subsidiary of
Luxottica Group S.p.A., a corporation organized under the laws of the Republic
of Italy, the above described Common Shares, without par value (the "Shares"),
of The United States Shoe Corporation, an Ohio corporation (the "Company"),
including the associated preference share purchase rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of March 31, 1986, as amended by the
First Amendment to Rights Agreement, dated as of March 23, 1988, each between
the Company and Morgan Shareholder Services Trust Company (as successor to
Morgan Guaranty Trust Company of New York), and by the Second Amendment to
Rights Agreement, dated as of June 1, 1993, between the Company and The Bank of
New York, and by the Third Amendment to Rights Agreement, dated as of March 29,
1995 (as so amended, the "Rights Agreement"), between the Company and State
Street Bank and Trust Company, as Rights Agent, pursuant to the Purchaser's
offer to purchase all of the outstanding Shares of the Company at a price of
$28.00 per Share (and associated Right), net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated March 3, 1995 (the "Offer to Purchase"), the
Supplement, dated April 24, 1995 (the "Supplement"), receipt of both of which is
hereby acknowledged, and this Letter of Transmittal (which, as amended from time
to time, together constitute the "Offer"). The Purchaser reserves the right to
transfer or assign in whole or from time to time in part, to one or more of its
affiliates the right to purchase Shares (and associated Rights) tendered
pursuant to the Offer.

Subject to, and effective upon, acceptance for payment of, or payment for,
Shares and/or Rights tendered herewith in accordance with the terms and subject
to the conditions of the Offer (including, if the Offer is extended or amended,
the terms or conditions of any such extension or amendment), the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Purchaser all
right, title and interest in and to all of the Shares and/or Rights that are
being tendered hereby and any and all dividends (other than regular quarterly
cash dividends, not in excess of $0.08 per Share, having a customary and usual
record date prior to the Purchaser purchasing and becoming a record holder of
such Shares), distributions, other Shares, rights (including the Rights) or
other securities issued or issuable in respect thereof on or after March 3, 1995
and payable or distributable to the undersigned on a date prior to the transfer
to the name of the Purchaser or nominee or transferee of the Purchaser on the
Company's stock transfer records of the Shares tendered herewith (except that if
the Rights are redeemed by the Board of Directors in accordance with the terms
of the Rights Agreement, tendering Shareholders who are holders of record as of
the applicable record date will be entitled to receive and retain the redemption
price of $0.05 per Right in accordance with the Rights Agreement) (a
"Distribution"), and constitutes and appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares and/or
Rights (and any Distributions), with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(a) deliver Share Certificates and Rights Certificates (and any Distributions),
or transfer ownership of such Shares and Rights (and any Distributions) on the
account books maintained by a Book-Entry Transfer Facility, together, in any
such case with all accompanying evidences of transfer and authenticity to, or
upon the order of, the Purchaser upon receipt by the Depositary, as the
undersigned's agent, of the purchase price (adjusted, if appropriate, as
provided in the Offer to Purchase), (b) present such Shares and/or Rights (and
any Distributions) for transfer on the books of the Company and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares and/or Rights (and any Distributions), all in accordance with the terms
and subject to the conditions of the Offer.

The undersigned understands that unless the Rights are redeemed prior to the
expiration of the Offer, Shareholders will be required to tender one Right for
each Share tendered in order to effect a valid tender of such Share. The
undersigned understands that if the Distribution Date (as defined in the Offer
to Purchase) has occurred and Rights Certificates have been distributed to
holders of Shares prior to the time Shares are tendered herewith, Rights
Certificates representing a number of Rights equal to the number of Shares being
tendered herewith must be delivered to the Depositary or, if available, a
Book-Entry Confirmation (as defined in Instruction 2) must be received by the
Depositary with respect thereto in order for the Shares tendered herewith to be
validly tendered. If the Distribution Date has occurred and Rights Certificates
have not been distributed prior to the time Shares are tendered herewith, the
undersigned agrees to deliver Rights Certificates representing a number of
Rights equal to the number of Shares tendered herewith to the Depositary within
five business days after the date such Rights Certificates are distributed.

<PAGE>

The undersigned hereby irrevocably appoints each designee of the Purchaser
as the attorney-in-fact and proxy of the undersigned, with full power of
substitution, to the full extent of the undersigned's rights with respect to all
Shares and Rights tendered hereby and accepted for payment and paid for by the
Purchaser (and any Distributions) to vote in such manner as each such attorney
and proxy or his or her substitute shall in his or her sole discretion deem
proper, and otherwise act (including without limitation pursuant to written
consent) with respect to all the Shares and Rights tendered hereby which have
been accepted for payment by the Purchaser prior to the time of such vote or
action, which the undersigned is entitled to vote at any meeting of shareholders
(whether annual or special and whether or not an adjourned meeting) of the
Company, or otherwise. All such proxies shall be considered coupled with an
interest in the Shares and Rights tendered herewith. Such appointment will be
effective when, and only to the extent that, the Purchaser pays for such Shares
and Rights by depositing the purchase price therefor with the Depositary. Upon
such acceptance for payment, all prior powers of attorney and proxies given by
the undersigned with respect to such Shares, Rights and such other securities or
rights will be revoked, without further action, and no subsequent powers of
attorneys and proxies may be given (and, if given, will be deemed ineffective).
The Purchaser reserves the right to require, in addition to satisfaction of the
Control Share Condition (as defined in the Offer to Purchase), that, in order
for Shares and Rights to be deemed validly tendered, immediately upon the
payment of such Shares and Rights, the Purchaser or its designee must be able to
exercise full voting and all other rights which inure to a record and beneficial
holder with respect to such Shares, Rights and other securities, including
voting at any meeting of shareholders then scheduled.

The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares and Rights
tendered hereby (and any Distributions) and that, when the same are accepted for
payment and paid for by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances, and that the Shares and Rights tendered
hereby (and any Distributions) will not be subject to any adverse claim. The
undersigned, upon request, will execute and deliver any additional documents
deemed by the Depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of Shares and Rights tendered hereby
(and any Distributions). In addition, the undersigned shall promptly remit and
transfer to the Depositary for the account of the Purchaser any and all other
Distributions in respect of the Shares and Rights tendered hereby, accompanied
by appropriate documentation of transfer, and, pending such remittance or
appropriate assurance thereof, the Purchaser shall be, subject to applicable
law, entitled to all rights and privileges as owner of any such Distributions,
and may withhold the entire purchase price of Shares and Rights tendered hereby,
or deduct from such purchase price the amount or value thereof as determined by
the Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators, trustees
in bankruptcy, personal and legal representatives of the undersigned. Except as
stated in the Offer to Purchase or in the Supplement, this tender is irrevocable
provided that Shares and Rights tendered pursuant to the Offer may be withdrawn
at any time prior to their acceptance for payment.

The undersigned understands that tenders of Shares and Rights pursuant to
any one of the procedures described in Section 3 of the Offer to Purchase,
Section 2 of the Supplement and the instructions hereto will constitute a
binding agreement between the undersigned and the Purchaser upon the terms and
subject to the conditions of the Offer. The undersigned recognizes that under
certain circumstances set forth in the Offer to Purchase and in the Supplement,
the Purchaser may not be required to accept for payment any of the Shares and
Rights tendered hereby.

Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Share
Certificates or Rights Certificates not tendered or not accepted for payment in
the name(s) of the registered holder(s) appearing under "Description of Shares
Tendered" and "Description of Rights Tendered," respectively. Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the purchase price and/or return Share Certificates or Rights Certificates
not tendered or not accepted for payment (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Shares Tendered" and "Description of Rights Tendered,"
respectively. In the event that both the Special Payment Instructions and the
Special Delivery Instructions are completed, please issue the check for the
purchase price and/or return any Share Certificates or Rights Certificates not
tendered or not accepted for payment in the name of, and deliver such check
and/or return Share Certificates or Rights Certificates to, the person(s) so
indicated. Shareholders delivering Shares or Rights by book-entry transfer may
request that any Shares or Rights not accepted for payment be returned by
crediting such account maintained at a Book-Entry Transfer Facility as such
shareholder may designate by making an appropriate entry under "Special Payment
Instructions." The undersigned recognizes that the Purchaser has no obligation
pursuant to the Special Payment Instructions to transfer any Shares and Rights
from the name of the registered holder thereof if the Purchaser does not accept
for payment any of the Shares and Rights, respectively tendered hereby.

<PAGE>

SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6, AND 7)

To be completed ONLY if Share Certificates and/or Rights Certificates
not tendered or not purchased and/or the check for the purchase price of
Shares and/or Rights purchased are to be issued in the name of someone other
than the undersigned, or if Shares and/or Rights delivered by book-entry
transfer which are not purchased are to be returned by credit to an account
maintained at a Book-Entry Transfer Facility other than that designated
above.
Issue check and/or certificates to:

Name _______________________________________________________
(PLEASE PRINT)
Address ____________________________________________________
(ZIP CODE)
____________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)

/ / Credit unpurchased Shares and/or Rights delivered by book-entry transfer
to the Book-Entry Transfer Facility account set forth below.

Check appropriate box:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
___________________________________________
(ACCOUNT NUMBER)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6, AND 7)
To be completed ONLY if Share Certificates and/or Rights Certificates
not tendered or not purchased and/or the check for the purchase price of
Shares and/or Rights purchased are to be sent to someone other than the
undersigned, or to the undersigned at an address other than that shown
above.

Mail check and/or certificates to:

Name ____________________________________
(PLEASE PRINT)

Address __________________________________
(ZIP CODE)

__________________________________________

<PAGE>
SIGN HERE

(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
_____________________________________________________________________
_____________________________________________________________________

SIGNATURE(S) OF HOLDER(S)

Dated: , 1995
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Share Certificate(s) or Rights Certificate(s) or on a security position listing
or by person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, agents, officers of corporations
or others acting in a fiduciary or representative capacity, please provide the
following information. See Instruction 5.)
Name(s) _____________________________________________________________

(PLEASE PRINT)
Capacity (full title) ___________________________________________________

(SEE INSTRUCTION 5)
Address _____________________________________________________________

_____________________________________________________________________
(INCLUDE ZIP CODE)

Area Code and Telephone Number _____________________________________

Tax Identification or
Social Security No. ___________________________________________________
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)

GUARANTEE OF SIGNATURE(S)

(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature _________________________________________________

Name _______________________________________________________________
(PLEASE PRINT)

Title ________________________________________________________________

Name of Firm _______________________________________________________

Address _____________________________________________________________
(INCLUDE ZIP CODE)

Area Code and Telephone Number _____________________________________

Dated: , 1995

<PAGE>

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures. Except as otherwise provided below, signatures
on this Letter of Transmittal must be guaranteed by a firm which is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of the Securities Transfer Medallion Program (each of
the foregoing being referred to as an "Eligible Institution"), unless the Shares
and/or Rights tendered hereby are tendered (i) by the registered holder of such
Shares and Rights (which term, for purposes of this document, shall include any
participant in a Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of Shares or Rights) who has completed neither the
box entitled "Special Payment Instructions" nor the box entitled "Special
Delivery Instructions" herein or (ii) for the account of an Eligible
Institution. See Instruction 5. If the Share Certificates or Rights Certificates
are registered in the name of a person other than the signer of this Letter of
Transmittal, or if payment is to be made to, or Share Certificates or Rights
Certificates for unpurchased Shares or Rights are to be issued or returned to, a
person other than the registered owner, then the tendered certificates must be
endorsed or accompanied by duly executed stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
certificates, with the signatures on the certificates or stock powers guaranteed
by an Eligible Institution as provided herein. See Instruction 5.

2. Requirements of Tender. This Letter of Transmittal is to be completed by
shareholders either if Share Certificates or Rights Certificates are to be
forwarded herewith or if tenders are to be made pursuant to the procedures for
tender by book-entry transfer set forth in Section 3 of the Offer to Purchase.
Share Certificates, or timely confirmation (a "Book-Entry Confirmation") of a
book-entry transfer of such Shares into the Depositary's account at a Book-Entry
Transfer Facility, as well as this Letter of Transmittal (or a facsimile
hereof), properly completed and duly executed, with any required signature
guarantees or an Agent's Message, in the case of a book-entry delivery, and any
other documents required by this Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration Date
and Rights Certificates or timely Book-Entry Confirmation of a book-entry
transfer of Rights into the Depositary's account at a Book-Entry Transfer
Facility, if available (together with, if Rights are forwarded separately from
Shares, a properly completed and duly executed Letter of Transmittal (or a
facsimile hereof) with any required signature guarantee, or an Agent's Message
in the case of a book-entry delivery, and any other documents required by this
Letter of Transmittal), must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date or, if later, within
five business days after the date such Rights Certificates are distributed.
Shareholders whose Share Certificates or Rights Certificates are not immediately
available (including because Rights Certificates have not yet been distributed
by the Company) or who cannot deliver their Share Certificates or Rights
Certificates and all other required documents to the Depositary prior to the
Expiration Date or who cannot complete the procedures for delivery by book-entry
transfer on a timely basis may tender their Shares and Rights by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase
and Section 2 of the Supplement. Pursuant to such procedure: (i) such tender
must be made by or through an Eligible Institution, (ii) a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form made
available by the Purchaser, must be received by the Depositary prior to the
Expiration Date, and (iii) the Share Certificates or Rights Certificates (or a
Book-Entry Confirmation) representing all tendered Shares or Rights, in proper
form for transfer, together with a Letter of Transmittal (or a facsimile
thereof), properly completed and duly executed,with any required signature
guarantees and any other documents required by this Letter of Transmittal, must
be received by the Depositary (a) in the case of Shares within five New York
Stock Exchange, Inc. ("NYSE") trading days after the date of execution of such
Notice of Guaranteed Delivery or (b) in the case of Rights, within a period
ending on the later of (i) five NYSE trading days after the date of execution of
such Notice of Guaranteed Delivery or (ii) five NYSE trading days after Rights
Certificates are distributed to shareholders by the Rights Agent, all as
provided in Section 3 of the Offer to Purchase and Section 2 of the Supplement.
If Share Certificates and Rights Certificates are forwarded separately to the
Depositary, a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) must accompany each such delivery. The term "Agent's Message"
means a message, transmitted by a Book-Entry Transfer Facility to, and received
by, the Depositary and forming a part of a Book-Entry Confirmation, which states
that such Book-Entry Transfer Facility has received an express acknowledgment
from the participant in such Book-Entry Transfer Facility tendering the Shares,
that such participant has received and agrees to be bound by the terms of the
Letter of Transmittal and that the Purchaser may enforce such agreement against
the participant.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES
AND, IF APPLICABLE, RIGHTS CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION
AND RISK OF THE TENDERING SHAREHOLDER, AND, EXCEPT AS OTHERWISE PROVIDED IN THIS
INSTRUCTION 2, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted and no
fractional Shares or Rights will be purchased. All tendering shareholders, by
execution of this Letter of Transmittal (or a manually signed facsimile hereof),
waive any right to receive any notice of the acceptance of their Shares and
Rights for payment.

3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" or "Description of Rights Tendered" is inadequate, the
certificate numbers and/or the number of Shares and, if applicable, Rights
should be listed on a separate signed schedule and attached hereto.

<PAGE>

4. Partial Tenders. (Not applicable to Book-Entry Shareholders.) If fewer
than all the Shares or Rights evidenced by any certificate submitted are to be
tendered, fill in the number of Shares or Rights which are to be tendered in the
box entitled "Description of Shares Tendered" and "Description of Rights
Tendered" respectively. In such case, new certificate(s) for the remainder of
the Shares or Rights that were evidenced by your old certificate(s) will be sent
to you, unless otherwise provided in the appropriate box on this Letter of
Transmittal, as soon as practicable after the Expiration Date. All Shares and
Rights represented by certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
and Rights tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.

If any of the Shares or Rights tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Shares or Rights are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.

If this Letter of Transmittal or any certificates or stock powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Purchaser of such person's authority so to act must be submitted.

When this Letter of Transmittal is signed by the registered owner(s) of the
Shares or Rights listed and transmitted hereby, no endorsement of certificates
or separate stock powers are required unless payment is to be made to, or Share
and/or Rights Certificates not tendered or purchased are to be issued to, a
person other than the registered owner(s). Signatures on such certificates or
stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Shares and Rights listed, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appears on the certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.

6. Stock Transfer Taxes. Except as set forth in this Instruction 6, the
Purchaser will pay or cause to be paid all stock transfer taxes with respect to
the transfer and sale of purchased Share Certificates or Rights Certificates to
it or its order pursuant to the Offer. If, however, payment of the purchase
price is to be made to, or if Share Certificates or Rights Certificates not
tendered or purchased are to be registered in the name of, any person other than
the registered holder, or if tendered certificates are registered in the name of
any person other than the person(s) signing this Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered holder(s)
or such other person) payable on account of the transfer to such person will be
deducted from the purchase price unless satisfactory evidence of the payment of
such taxes or exemption therefrom is submitted.

EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.

7. Special Payment and Delivery Instructions. If a check and/or Share
Certificates or Rights Certificates for unpurchased Shares or Rights are to be
issued in the name of a person other than the signer of this Letter of
Transmittal or if a check is to be sent and/or Share Certificates or Rights
Certificates are to be returned to someone other than the signer of this Letter
of Transmittal or to an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed. Shareholders tendering
Shares or Rights by book-entry transfer may request that Shares or Rights not
purchased be credited to such account maintained at a Book-Entry Transfer
Facility as such shareholder may designate hereon. If no such instructions are
given, such Shares and Rights not purchased will be returned by crediting the
account at the Book-Entry Transfer Facility designated above.

8. Requests for Assistance or Additional Copies. Requests for assistance
may be directed to the Dealer Manager or the Information Agent at the addresses
set forth below. Additional copies of the Offer to Purchase, the Supplement,
this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 may
be obtained at the Purchaser's expense from the Dealer Manager or the
Information Agent at the addresses set forth below or from your broker, dealer,
commercial bank or trust company.

9. Waiver of Conditions. Certain conditions of the Offer may be waived by
the Purchaser, in whole or in part, at any time and from time to time, in the
Purchaser's sole discretion, subject to the terms of the Merger Agreement (as
defined in the Supplement), in the case of any Shares or Rights tendered.

<PAGE>

10. Substitute Form W-9. Each tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN"), generally
the shareholder's social security or employer identification number, on
Substitute From W-9, which is provided under "Important Tax Information" below,
and to certify whether the shareholder is subject to backup withholding of
Federal income tax. If a tendering shareholder is subject to backup withholding,
the shareholder must cross out item (2) in Part II of the Certification box of
the Substitute Form W-9. Failure to provide the information on the Substitute
Form W-9 may subject the tendering shareholder to 31% Federal income tax
withholding with respect to any cash payments received pursuant to the Offer. If
the tendering shareholder has not been issued a TIN and has applied for a number
or intends to apply for a number in the near future, he or she should write
"Applied For" in the space provided for the TIN in Part III, and sign and date
the Substitute Form W-9. If "Applied For" is written in Part III and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 31% on all payments of the purchase price made thereafter until a
TIN is provided to the Depositary.

11. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Shares or Rights has been lost, destroyed or stolen, the
shareholder should promptly notify the Depositary. The shareholder will then be
instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates have
been followed.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, TOGETHER WITH CERTIFICATES OR CONFIRMATION OF
BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH
HEREIN PRIOR TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under Federal income tax law, a shareholder whose tendered Shares or Rights
are accepted for payment is required to provide the Depositary, as payer, with
such shareholder's correct TIN on Substitute Form W-9 below. If such shareholder
is an individual the TIN is his social security number. If a tendering
shareholder is subject to backup withholding, he must cross out item (2) in Part
II of the Certification box on the Substitute Form W-9. If the Depositary is not
provided with the correct TIN, the shareholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such shareholder with respect to Shares or Rights purchased pursuant to the
Offer may be subject to backup withholding.

Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that shareholder must submit to the Depositary a properly completed
Internal Revenue Service Form W-8, signed under penalties of perjury, attesting
to that individual's exempt status. Such statements may be obtained from the
Depositary. Exempt shareholders, other than foreign individuals, should furnish
their TIN, write "Exempt" on the face of the Substitute Form W-9 below, and
sign, date and return the Substitute Form W-9 to the Depositary. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.

If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the shareholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

To prevent backup withholding on payments that are made to a shareholder
with respect to Shares or Rights purchased pursuant to the Offer, the
shareholder is required to notify the Depositary of his correct TIN by
completing the form below certifying that the TIN provided on the Substitute
Form W-9 is correct (or that such shareholder is awaiting a TIN) and that (1)
such shareholder is exempt from backup withholding or has not been notified by
the Internal Revenue Service that he or she is subject to backup withholding as
a result of failure to report all interest or dividends or (2) the Internal
Revenue Service has notified such shareholder that he or she is no longer
subject to backup withholding.

WHAT NUMBER TO GIVE THE DEPOSITARY

The shareholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares or
Rights tendered hereby. If the Shares and Rights are registered in more than one
name or are not in the name of the actual owner, consult the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report. If the tendering shareholder has
not been issued a TIN and has applied for a number or intends to apply for a
number in the near future, he or she should write "Applied For" in the space
provided for in the TIN in Part III, and sign and date the Substitute Form W-9.
If "Applied For" is written in Part III and the Depositary is not provided with
a TIN within 60 days, the Depositary will withhold 31% on all payments of the
purchase price made thereafter until a TIN is provided to the Depositary.

<PAGE>

PAYER'S NAME: CHEMICAL BANK

SUBSTITUTE
FORM W-9 PART I--PLEASE PROVIDE
YOUR TIN IN
THE BOX AT RIGHT AND
CERTIFY BY SIGNING
DATING BELOW.
PART III
_____________________________________
Social Security Number
DEPARTMENT OF THE
TREASURY OR
_____________________________________
Employer Identification
Number
INTERNAL REVENUE
SERVICE
(If awaiting TIN write
"Applied For")
PAYER'S REQUEST FOR
TAXPAYER
IDENTIFICATION NUMBER
(TIN)
PART II--For Payees Exempt From Backup Withholding, see
the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 and
complete as instructed therein.
CERTIFICATION--Under penalties of perjury, I certify
that:
(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number
to be issued to me), and
(2) I am not subject to backup withholding because: (a) I
am exempt from backup withholding, (b) I have not been
notified by the Internal Revenue Service (the "IRS")
that I am subject to backup withholding as a result of
failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject to
backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2)
above if you have been notified by the IRS that you are
subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if
after being notified by the IRS that you were subject to
backup withholding you received another notification
from the IRS that you are no longer subject to backup
withholding, do not cross out item (2). (Also see
instructions in the enclosed Guidelines).

SIGNATURE DATE , 1995

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE
THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART III OF THE
SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number within
sixty (60) days, 31% of all payments pursuant to the Offer made to me
thereafter will be withheld until I provide a number.

______________________________________________ ___________________________
Signature Date

______________________________________________
Name (Please Print)

<PAGE>

Questions and requests for assistance or additional copies of the Offer to
Purchase, the Supplement, the revised Letter of Transmittal and other tender
offer materials may be directed to the Information Agent or the Dealer Manager
as set forth below:

The Information Agent for the Offer is:

[LOGO]

156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)

Call Toll Free (800) 322-2885

The Dealer Manager for the Offer is:

CS FIRST BOSTON CORPORATION

Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
(212) 909-2000 (Call Collect)

Exhibit (a)(36)

NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF COMMON SHARES
(INCLUDING THE ASSOCIATED PREFERENCE SHARE PURCHASE RIGHTS)
OF
THE UNITED STATES SHOE CORPORATION
TO
LUXOTTICA ACQUISITION CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY
OF
LUXOTTICA GROUP S.P.A.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)

This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to accept the Offer (as defined below) if (i) certificates
representing Common Shares, without par value (the "Shares"), of The United
States Shoe Corporation, an Ohio corporation (the "Company"), and certificates
for the associated preference share purchase rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of March 31, 1986, as amended by the
First Amendment to Rights Agreement, dated as of March 23, 1988, each between
the Company and Morgan Shareholder Services Trust Company (as successor to
Morgan Guaranty Trust Company of New York), and by the Second Amendment to
Rights Agreement, dated as of June 1, 1993, between the Company and The Bank of
New York, and by the Third Amendment to Rights Agreement, dated as of March 29,
1995, between the Company and State Street Bank and Trust Company, as Rights
Agent, are not immediately available (including because certificates for Rights
have not yet been distributed by the Company) or (ii) time will not permit all
required documents to reach Chemical Bank, as Depositary (the "Depositary"),
prior to the Expiration Date (as defined in Section 1 of the Supplement, dated
April 24, 1995 (the "Supplement"), to the Offer to Purchase (as defined below))
or (iii) the procedure for delivery by book-entry transfer cannot be completed
on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand
or mail or transmitted by telegram or facsimile transmission to the Depositary.
See Section 3 of the Offer to Purchase, dated March 3, 1995 (the "Offer to
Purchase"), and Section 2 of the Supplement.

The Depositary for the Offer is:
CHEMICAL BANK

<TABLE>
<S> <C> <C>
By Facsimile Transmission: By Hand or Overnight Courier:
By Mail: (For Eligible Institutions only) Chemical Bank
Chemical Bank (212) 629-8015 55 Water Street
Reorganization Department or Second Floor-Room 234
P.O. Box 3085 (212) 629-8016 New York, New York 10041
G.P.O. Station Confirm by Telephone: Attention:
New York, New York 10116-3085 (212) 946-7137 Reorganization Department
</TABLE>

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

<PAGE>

LADIES AND GENTLEMEN:

The undersigned hereby tenders to Luxottica Acquisition Corp., a Delaware
corporation and an indirect wholly owned subsidiary of Luxottica Group S.p.A., a
corporation organized under the laws of the Republic of Italy, upon the terms
and subject to the conditions set forth in the Offer to Purchase, the Supplement
and the revised Letter of Transmittal (which together constitute the "Offer"),
receipt of which Offer to Purchase, Supplement and Letter of Transmittal is
hereby acknowledged, the number of Shares and Rights indicated below pursuant to
the guaranteed delivery procedures set forth in Section 3 of the Offer to
Purchase and Section 2 of the Supplement.

Number of Shares:
Number of Rights:
Account Number:

Certificate No(s). (if available)

- -------------------------------------------

Check ONE box if Share(s) or Right(s) will be tendered by book-entry transfer:
/ / The Depository Trust Company

/ / Midwest Securities Trust Company

/ / Philadelphia Depository Trust Company

Account Number __________________________

Dated ______________________________ , 1995

Name(s) of Record Holder(s)

- -------------------------------------------
PLEASE TYPE OR PRINT

Address(es)________________________________

___________________________________________
ZIP CODE

Area Code and Tel. No. ___________________

Signature(s) _______________________________

___________________________________________

THE GUARANTEE BELOW MUST BE COMPLETED

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of the
Securities Transfer Medallion Program, hereby (a) represents that the tender
of Shares and/or Rights effected hereby complies with Rule 14e-4 under the
Securities Exchange Act of 1934, as amended, and (b) guarantees delivery to
the Depositary, at one of its addresses set forth above, of certificates
representing the Shares and/or Rights tendered hereby in proper form for
transfer, or confirmation of book-entry transfer of such Shares and/or
Rights into the Depositary's accounts at The Depository Trust Company, the
Midwest Securities Trust Company or the Philadelphia Depository Trust
Company, in each case with delivery of a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), and any other
required documents, within (a) in the case of Shares, five New York Stock
Exchange, Inc. ("NYSE") trading days after the date hereof, or (b) in the
case of Rights, a period ending on the later of (i) five NYSE trading days
after the date hereof or (ii) five NYSE trading days after the date
certificates for Rights are distributed to holders of Shares by the Rights
Agent.

The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares and/or Rights to the Depositary within the time
period shown herein. Failure to do so could result in a financial loss to
such Eligible Institution.

_______________________________________ __________________________________
Name of Firm Authorized Signature

_______________________________________ __________________________________
Address Title

_______________________________________ __________________________________
Zip Code Please Type or Print

Area Code and Tel. No._________________ Date_______________________, 1995

NOTE: DO NOT SEND CERTIFICATES FOR SHARES OR RIGHTS WITH THIS NOTICE.
CERTIFICATES FOR SHARES AND RIGHTS SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.

Exhibit (a)(37)

[CSFB SHIPMARK] CS First Boston
Corporation
Park Avenue Plaza
New York, New York
10055
Tel: (212) 909-2000

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
(INCLUDING THE ASSOCIATED PREFERENCE SHARE PURCHASE RIGHTS)
OF
THE UNITED STATES SHOE CORPORATION
AT
$28.00 NET PER SHARE
BY
LUXOTTICA ACQUISITION CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY
OF
LUXOTTICA GROUP S.P.A.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, MAY 5, 1995,
UNLESS THE OFFER IS EXTENDED.

April 24, 1995

To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:

We have been appointed by Luxottica Acquisition Corp., a Delaware
corporation (the "Purchaser") and an indirect wholly owned subsidiary of
Luxottica Group S.p.A., a corporation organized under the laws of the Republic
of Italy ("Parent"), to act as Dealer Manager in connection with the Purchaser's
offer to purchase all outstanding common shares, without par value (the
"Shares"), of The United States Shoe Corporation, an Ohio corporation (the
"Company"), including the associated preference share purchase rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of March 31, 1986,
as amended by the First Amendment to Rights Agreement, dated as of March 23,
1988, each between the Company and Morgan Shareholder Services Trust Company (as
successor to Morgan Guaranty Trust Company of New York), and by the Second
Amendment to Rights Agreement, dated as of June 1, 1993, between the Company and
The Bank of New York, and by the Third Amendment to Rights Agreement, dated as
of March 29, 1995, between the Company and State Street Bank and Trust Company,
as Rights Agent, at a purchase price of $28.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 3, 1995 (the "Offer to Purchase"), the Supplement, dated
April 24, 1995 (the "Supplement"), and the revised Letter of Transmittal (which,
together with any amendments or supplements thereto, constitute the "Offer")
enclosed herewith.

<PAGE>

delivered to the Depositary in order for such Shares to be validly tendered. If
Shares and Rights are to separate but Rights Certificates are not distributed
prior to the date of tender pursuant to the Offer, Rights may be tendered prior
to a shareholder receiving Rights Certificates by use of the guaranteed delivery
procedures described in the Offer to Purchase. In any case, a tender of Shares
constitutes an agreement by the tendering shareholder to deliver Rights
Certificates representing a number of Rights equal to the number of Shares
tendered pursuant to the Offer to the Depositary within five business days after
the date the Rights Certificates are distributed. The Purchaser reserves the
right to require that the Depositary receive such Rights Certificates prior to
accepting the Shares for payment if Rights Certificates have been distributed to
holders of Shares at such time.

Holders of Shares and Rights whose certificates evidencing Shares and, if
applicable, Rights, are not immediately available (including if Rights
Certificates have not yet been distributed) or who cannot deliver confirmation
of the book-entry transfer of their Shares into the Depositary's account at a
Book-Entry Transfer Facility (as defined in the Offer to Purchase) and all other
documents required hereby to the Depositary on or prior to the Expiration Date
(as defined in Section 1 of the Supplement) must tender their Shares and Rights
according to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase and Section 2 of the Supplement. See Instruction 2 of the
revised Letter of Transmittal. Delivery of documents to a Book-Entry Transfer
Facility does not constitute delivery to the Depositary.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE A NUMBER OF SHARES
WHICH, WHEN ADDED TO THE SHARES BENEFICIALLY OWNED BY THE PURCHASER AND ITS
AFFILIATES, CONSTITUTES AT LEAST TWO-THIRDS OF ALL OUTSTANDING SHARES ON A FULLY
DILUTED BASIS.

For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following documents:

1. Supplement dated April 24, 1995;

2. Revised Letter of Transmittal to be used by holders of Shares in
accepting the Offer and tendering Shares;

3. A revised letter which may be sent to your clients for whose account
you hold Shares registered in your name or in the name of your
nominees, with space provided for obtaining such clients' instructions
with regard to the Offer;

4. Revised Notice of Guaranteed Delivery to be used to accept the Offer
if certificates for Shares are not immediately available or time will
not permit all required documents to reach the Depositary by the
Expiration Date or if the procedure for book-entry transfer cannot be
completed on a timely basis;

5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and

6. Return envelope addressed to the Depositary.

Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the Purchaser will accept for payment and pay for all of the Shares
(and, if applicable, the Rights) which are validly tendered prior to the
Expiration Date and not theretofore properly withdrawn when, as and if the
Purchaser gives oral or written notice to the Depositary of the Purchaser's
acceptance of such Shares and Rights for payment pursuant to the Offer. Payment
for Shares and Rights purchased pursuant to the Offer will in all cases be made
only after timely receipt by the Depositary of certificates for such Shares,
and, if applicable, certificates for the Rights or timely confirmation of a
book-entry transfer of such Shares and/or Rights into the Depositary's account
at The Depository Trust Company, the Midwest Securities Company or the
Philadelphia Depository Trust Company, pursuant to the procedures described in
Section 3 of the Offer to Purchase and Section 2 of the Supplement, a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof) or an Agent's Message in connection with a book-entry transfer, and all
other documents required by the Letter of Transmittal.

The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Dealer Manager) in connection with the
solicitation of tenders of Shares and Rights pursuant to the Offer. The
Purchaser will, however, upon request, reimburse you for reasonable and
necessary costs and expenses incurred by you in forwarding the enclosed
materials to your clients.

<PAGE>

The Purchaser will pay or cause to be paid any transfer taxes payable on the
transfer of Shares and Rights to it, except as otherwise provided in Instruction
6 of the enclosed Letter of Transmittal.

YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, MAY 5, 1995, UNLESS THE OFFER IS
EXTENDED.

In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Depositary, and certificates representing the tendered Shares and/or Rights
should be delivered or such Shares and/or Rights should be tendered by
book-entry transfer, all in accordance with the Instructions set forth in the
revised Letter of Transmittal, the Offer to Purchase and the Supplement.

If holders of Shares and/or Rights wish to tender, but it is impracticable
for them to forward their certificates or other required documents prior to the
expiration of the Offer, a tender may be effected by following the guaranteed
delivery procedures specified under Section 3 of the Offer to Purchase and
Section 2 of the Supplement.

Any inquiries you may have with respect to the Offer should be addressed to
the Dealer Manager or the Information Agent at their respective addresses and
telephone numbers set forth on the back cover page of the Offer to Purchase or
the Supplement.

Additional copies of the enclosed materials may be obtained from the
undersigned, at CS First Boston Corporation, telephone (212) 909-2000 (Collect)
or by calling the Information Agent, MacKenzie Partners, Inc., at (212) 929-5500
(Collect).

Very truly yours,

CS FIRST BOSTON CORPORATION

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY PERSON AS AN AGENT OF PARENT, THE PURCHASER, THE DEALER MANAGER, THE
INFORMATION AGENT OR THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING,
OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

Exhibit (a)(38)

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, MAY 5, 1995,
UNLESS THE OFFER IS EXTENDED.

April 24, 1995

To Our Clients:

Enclosed for your consideration is the Supplement, dated April 24, 1995 (the
"Supplement"), to the Offer to Purchase, dated March 3, 1995 (the "Offer to
Purchase"), and the revised Letter of Transmittal (which, together with any
amendments or supplements thereto, constitute the "Offer") relating to an offer
by Luxottica Acquisition Corp., a Delaware corporation (the "Purchaser") and an
indirect wholly owned subsidiary of Luxottica Group S.p.A., a corporation
organized under the laws of the Republic of Italy, to purchase all outstanding
common shares, without par value (the "Shares"), of The United States Shoe
Corporation, an Ohio corporation (the "Company"), including the associated
preference share purchase rights (the "Rights") issued pursuant to the Rights
Agreement, dated as of March 31, 1986, as amended by the First Amendment to
Rights Agreement, dated as of March 23, 1988, each between the Company and
Morgan Shareholder Services Trust Company (as successor to Morgan Guaranty Trust
Company of New York), and by the Second Amendment to Rights Agreement, dated as
of June 1, 1993, between the Company and The Bank of New York, and by the Third
Amendment to Rights Agreement, dated as of March 29, 1995, between the Company
and State Street Bank and Trust Company, as Rights Agent. The Purchaser has
increased the price to be paid in the Offer to $28.00 per Share, net to the
seller in cash without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, the Supplement and the revised Letter of
Transmittal.

Holders of Shares will be required to tender one Right for each Share
tendered to effect a valid tender of such Share. If the Shares and Rights have
not separated prior to the time Shares are tendered pursuant to the Offer, a
tender of Shares will constitute a tender of the Rights. If such separation
occurs and Rights Certificates (as defined in the Offer to Purchase) have been
distributed to holders of Shares prior to the date of tender pursuant to the
Offer, Rights Certificates representing a number of Rights equal to the number
of Shares being tendered must be delivered to the Depositary in order for such
Shares to be validly tendered. If Shares and Rights are to separate but Rights
Certificates are not distributed prior to the date of tender pursuant to the
Offer, Rights may be tendered prior to a shareholder receiving Rights
Certificates by use of the guaranteed delivery procedures described in the

<PAGE>

Offer to Purchase and in the Supplement. In any case, a tender of Shares
constitutes an agreement by the tendering shareholder to deliver Rights
Certificates representing a number of Rights equal to the number of Shares
tendered pursuant to the Offer to the Depositary within five business days after
the date the Rights Certificates are distributed. The Purchaser reserves the
right to require that the Depositary receive such Rights Certificates prior to
accepting the Shares for payment if Rights Certificates have been distributed to
holders of Shares at such time.

A tender of such Shares and Rights can be made only by us as the holder of
record and pursuant to your instructions. THE LETTER OF TRANSMITTAL IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES OR
RIGHTS HELD BY US FOR YOUR ACCOUNT.

We request instructions as to whether you wish us to tender any or all of
such Shares and Rights held by us for your account, pursuant to the terms and
conditions set forth in the Offer.

Your attention is invited to the following:

1. The tender price has been increased to $28.00 per Share, net to you in
cash without interest.

2. The Offer and withdrawal rights expire at 12:00 Midnight, New York
City time, on Friday, May 5, 1995, unless the Offer is extended.

3. The Offer is being made for all outstanding Shares.

4. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date a number of
Shares which, when added to the Shares beneficially owned by the
Purchaser and its affiliates, constitutes at least two-thirds of all
outstanding Shares on a fully diluted basis.

5. Shareholders who tender Shares and/or Rights will not be obligated to
pay brokerage commissions, solicitation fees or, except as set forth
in Instruction 6 of the Letter of Transmittal, transfer taxes on the
purchase of Shares and/or Rights by the Purchaser pursuant to the
Offer.

The Purchaser is not aware of any state where the making of the Offer is
prohibited by administrative or judicial action pursuant to any valid state
statute. If the Purchaser becomes aware of any valid state statute prohibiting
the making of the Offer or the acceptance of Shares or Rights pursuant thereto,
the Purchaser will make a good faith effort to comply with any such state
statute. If, after such good faith effort, the Purchaser cannot comply with any
such state statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the holders of Shares or Rights in such state. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer will be deemed to be made on
behalf of the Purchaser by the Dealer Manager or one or more registered brokers
or dealers licensed under the laws of such jurisdiction.

If you wish to have us tender any or all of your Shares and Rights, please
complete, sign and return to us the form set forth on the opposite page. An
envelope to return your instructions to us is enclosed. Your instructions to us
should be forwarded in ample time to permit us to submit a tender on your behalf
prior to the expiration of the Offer. If you authorize the tender of your Shares
and Rights, all such Shares and Rights will be tendered unless otherwise
specified on the instruction form set forth on the opposite page.

2
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER
TO PURCHASE FOR CASH ALL OUTSTANDING COMMON SHARES
(INCLUDING THE ASSOCIATED PREFERENCE SHARE PURCHASE RIGHTS)
OF THE UNITED STATES SHOE CORPORATION

The undersigned acknowledge(s) receipt of your letter and the enclosed
Supplement, dated April 24, 1995, and the revised Letter of Transmittal (which,
together with Offer to Purchase and any amendments or supplements thereto,
constitute the "Offer") relating to the offer by Luxottica Acquisition Corp., a
Delaware corporation, to purchase all outstanding common shares, without par
value (the "Shares"), of The United States Shoe Corporation, an Ohio corporation
(the "Company"), including the associated preference share purchase rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of March 31, 1986,
as amended by the First Amendment to Rights Agreement, dated as of March 23,
1988, each between the Company and Morgan Shareholder Services Trust Company (as
successor to Morgan Guaranty Trust Company of New York), and by the Second
Amendment to Rights Agreement, dated as of June 1, 1993, between the Company and
The Bank of New York, and by the Third Amendment to Rights Agreement, dated as
of March 29, 1995, between the Company and State Street Bank and Trust Company,
as Rights Agent, at a purchase price of $28.00 per Share, net to the seller in
cash without interest.

This will instruct you to tender to the Purchaser the number of Shares and
Rights indicated below (or if no number is indicated below, all Shares and
Rights) held by you for the account of the undersigned, upon the terms and
subject to the conditions set forth in the Offer.

Number of Shares and Rights SIGN HERE
to be Tendered:* ________________________________

___ SHARES AND RIGHTS ________________________________
Signature(s)
Account Number:________________________ ________________________________

Dated: , 1995__________________________ ________________________________

________________________________
Please print name(s) and
address(es) here

______________________________
Area Code and Telephone Number

______________________________
Tax Identification or
Social Security Number(s)
- ------------

* Unless otherwise indicated, it will be assumed that all of your Shares and
Rights held by us for your account are to be tendered.

Exhibit (a)(39)

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to Purchase
dated March 3, 1995, the Supplement thereto dated April 24, 1995, and the
revised Letter of Transmittal and is being made to all holders of Shares.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. In those jurisdictions where securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of Luxottica Acquisition Corp.
by CS First Boston Corporation (``CS First Boston'') or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.

Luxottica Acquisition Corp.
an indirect wholly owned subsidiary of
Luxottica Group S.p.A.
Has Amended its Offer to Increase
the Cash Purchase Price for All Outstanding Common Shares
(Including the Associated Preference Share Purchase Rights)
of
The United States Shoe Corporation

$ 28.00 Net Per Share

Luxottica Acquisition Corp., a Delaware corporation (the
``Purchaser'') and an indirect wholly owned subsidiary of Luxottica Group
S.p.A., a corporation organized under the laws of the Republic of Italy
(``Parent''), is now offering to purchase all outstanding Common Shares,
without par value (the ``Shares''), of The United States Shoe Corporation,
an Ohio corporation (the ``Company''), and the associated Rights (as
defined in the Offer to Purchase), at a price of $28.00 per Share, net to
the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated March 3, 1995 (the
``Offer to Purchase''), the Supplement dated April 24, 1995 (the
``Supplement''), and in the revised Letter of Transmittal (which, together
with any amendments or supplements thereto, constitute the ''Offer'').
Shares previously tendered and not properly withdrawn constitute valid
tenders for purposes of the Offer.

- --------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, MAY 5, 1995,
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------

The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the expiration of the Offer a
number of Shares which, when added to the Shares beneficially owned by the
Purchaser and its affiliates, constitutes at least two-thirds of the Shares
outstanding on a fully diluted basis on the date of purchase and (2) the
acquisition of Shares pursuant to the Offer being authorized by the
shareholders of the Company pursuant to the Ohio Control Share Acquisition
Law, Section 1701.831 of the Ohio Revised Code (``Section 831''), or the
Purchaser being satisfied, in its sole discretion, that Section 831 is
invalid or inapplicable to the acquisition of Shares pursuant to the Offer.
The Offer is also subject to other terms and conditions. See the
Introduction and Section 8 of the Supplement.

The Offer is being amended and supplemented pursuant to an Agreement
and Plan of Merger dated as of April 21, 1995 (the ``Merger Agreement'')
among Avant-Garde Optics, Inc. (``Avant-Garde''), the Purchaser and the
Company which provides for, among other things, (i) an increase in the
purchase price per Share to be paid pursuant to the Offer to $28.00 per
Share, (ii) the elimination of certain conditions to the Offer, (iii) the
amendment and restatement of certain other conditions to the Offer as set
forth in their entirety in Section 8 of the Supplement, (iv) the extension
of the Offer to Friday, May 5, 1995 and (v) the merger of the Purchaser
with the Company (the ``Merger'') following the consummation of the Offer.
In the Merger, each Share not owned by Parent, Avant-Garde, the Purchaser
or any other direct or indirect subsidiary of Avant-Garde (other than
Shares held in the treasury of the Company or held by any subsidiary of the
Company and Dissenting Shares (as such term is defined in the Merger
Agreement)) shall be cancelled and retired and converted into the right
to receive $28.00 per Share in cash, without interest.

The Board of Directors of the Company has unanimously determined that
the Offer and the Merger are fair to, and in the best interests of, the
shareholders of the Company, has approved the Offer and the Merger and
recommends that shareholders accept the Offer and tender their Shares.

The Purchaser reserves the right, subject to the terms of the Merger
Agreement, at any time or from time to time to extend further the period of
time during which the Offer is open, by giving oral or written notice of
such extension to the Depositary (as defined in the Offer to Purchase) (i)
in its good faith sole discretion, if the conditions to the Offer have not been
satisfied or waived by the Purchaser or (ii) with the prior consent of the
Company, if at the Expiration Date (as defined in the Supplement) all the
conditions to the Offer have been satisfied or waived by the Purchaser. Any
such extension will be followed as promptly as practicable by public
announcement thereof, such announcement to be issued not later than 9:00
A.M., New York City time, on the next business day after the previously
scheduled Expiration Date. During any such extension, all Shares previously
tendered and not withdrawn will remain subject to the Offer, subject to the
right of a tendering shareholder to withdraw such shareholder's Shares.

For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Shares and Rights validly
tendered and not withdrawn as, if and when the Purchaser gives oral or
written notice to the Depositary of the Purchaser's acceptance of such
Shares and Rights for payment pursuant to the Offer. In all cases, upon the
terms and subject to the conditions of the Offer, payment for Shares and
Rights purchased pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for
tendering shareholders for the purpose of receiving payment from the
Purchaser and transmitting payment to validly tendering shareholders. Under
no circumstances will interest on the purchase price for Shares and Rights
be paid by the Purchaser by reason of any delay in making such payment. In
all cases, payment for Shares and Rights purchased pursuant to the Offer
will be made only after timely receipt by the Depositary of (a)
certificates for such Shares (``Certificates'') or a book-entry
confirmation of the book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company, the Midwest
Securities Trust Company or the Philadelphia Depository Trust Company (each
a ``Book-Entry Transfer Facility'' and, collectively, the ``Book-Entry
Transfer Facilities''), pursuant to the procedures set forth in the Offer
to Purchase, and, if the Distribution Date (as defined in the Offer to
Purchase) has occurred, certificates for the associated Rights (or
confirmation of a Book-Entry Transfer of such Rights, if available with
respect to the Rights), (b) either of the related Letters of Transmittal
(or facsimile thereof) properly completed and duly executed, with any
required signature guarantees, or an Agent's Message (as defined in the
Offer to Purchase) in connection with a book-entry transfer, and (c) any
other documents required by such Letter of Transmittal.

If, for any reason whatsoever, acceptance for payment of any Shares
tendered pursuant to the Offer is delayed, or if the Purchaser is unable to
accept for payment or pay for Shares tendered pursuant to the Offer, then,
without prejudice to the Purchaser's rights set forth in the Offer to
Purchase and the Supplement, the Depositary may, nevertheless, on behalf of
the Purchaser, retain tendered Shares and such Shares may not be withdrawn
except to the extent that the tendering shareholder is entitled to and duly
exercises withdrawal rights as described in the Offer to Purchase and the
Supplement. Any such delay will be an extension of the Offer to the extent
required by law.

If certain events occur, the Purchaser will not be obligated to accept
for payment or pay for any Shares tendered pursuant to the Offer. If any
tendered Shares are not purchased pursuant to the Offer for any reason or
are not paid for because of invalid tender, or if Certificates are
submitted representing more Shares than are tendered, Certificates
representing unpurchased or untendered Shares or Rights will be returned,
without expense to the tendering shareholder (or, in the case of Shares or
Rights delivered by book-entry transfer into the Depositary's account at a
Book-Entry Transfer Facility pursuant to the procedures set forth in
Section 3 of the Offer to Purchase and Section 2 of the Supplement, such
Shares or Rights will be credited to an account maintained within such
Book-Entry Transfer Facility), as soon as practicable following the
expiration, termination or withdrawal of the Offer.

Except as otherwise provided in Section 4 of the Offer to Purchase,
tenders of Shares made pursuant to the Offer are irrevocable. Shares
tendered pursuant to the Offer may be withdrawn any time prior to 12:00
Midnight, New York City time, on Friday, May 5, 1995 (or if the Purchaser
shall have extended the period of time for which the Offer is open, at the
latest time and date at which the Offer, as so extended by the Purchaser,
shall expire) and unless theretofore accepted for payment and paid for by
the Purchaser pursuant to the Offer, may also be withdrawn at any time
after May 1, 1995. In order for a withdrawal to be effective, a written,
telegraphic or facsimile transmission notice of withdrawal must be timely
received by the Depositary at one of its addresses set forth on the back
cover of the Supplement. Any notice of withdrawal must specify the name of
the person who tendered the Shares and Rights to be withdrawn, the number
of Shares and Rights to be withdrawn and, if Certificates for Shares or
Rights have been tendered, the name of the registered holder of the Shares
and Rights as set forth in the tendered Certificate, if different from that
of the person who tendered such Shares and Rights. If Certificates for
Shares or Rights have been delivered or otherwise identified to the
Depositary, then prior to the physical release of such Certificates, the
tendering shareholder must submit the serial numbers shown on the
particular Certificates evidencing the Shares or Rights to be withdrawn and
the signature on the notice of withdrawal must be guaranteed by a firm
which is a bank, broker, dealer, credit union, savings association or other
entity that is a member in good standing of the Securities Transfer Agent's
Medallion Program (an ``Eligible Institution''), unless such Shares or
Rights have been tendered for the account of an Eligible Institution. If
Shares and Rights have been tendered pursuant to the procedures for
book-entry transfer set forth in Section 3 of the Offer to Purchase and
Section 2 of the Supplement, the notice of withdrawal must specify the name
and number of the account at the appropriate Book-Entry Transfer Facility
to be credited with the withdrawn Shares and Rights, in which case a notice
of withdrawal will be effective if delivered to the Depositary by any
method of delivery described in the Offer to Purchase and the Supplement.
Withdrawals of Shares and Rights may not be rescinded. Any Shares and
Rights properly withdrawn will be deemed not validly tendered for purposes
of the Offer, but may be retendered at any subsequent time prior to the
Expiration Date by following any of the procedures described in Section 3
of the Offer to Purchase and Section 2 of the Supplement. The Purchaser, in
its sole judgment, will determine all questions as to the form and validity
(including time of receipt) of notices of withdrawal and such determination
will be final and binding.

The information required to be disclosed by Rule 14d-6(e)(l)(vii) of
the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, is contained in the Offer to Purchase and the Supplement
and is incorporated herein by reference.

The Supplement, the revised Letter of Transmittal and other relevant
materials will be mailed to record holders of Shares and will be furnished
to brokers, dealers, commercial banks, trust companies and similar persons
whose names, or the names of whose nominees, appear on the shareholder
list, or, if applicable, who are listed as participants in a clearing
agency's security position listing for subsequent transmittal to beneficial
owners of Shares and Rights.

The Offer to Purchase, the Supplement and the revised Letter of
Transmittal contain important information which should be read carefully
before any decision is made with respect to the Offer.

Questions and requests for assistance may be directed to the
Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth below. Requests for copies of the Offer to
Purchase, the Supplement, the revised Letter of Transmittal and other
related material may be directed to the Information Agent, the Dealer
Manager or to brokers, dealers, commercial banks or trust companies.

The Information Agent for the Offer is:

[MACKENZIE PARTNERS, INC. LOGO]

156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885

The Dealer Manager for the Offer is:

CS First Boston
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
(212) 909-2000 (Call Collect)

April 24, 1995

Exhibit (a)(40)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.

- ------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE
SOCIAL SECURITY
NUMBER OF--
- ------------------------------------------------------

1. An individual's account The individual

2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, any
one of the
individuals(1)

3. Husband and wife (joint The actual owner of
account) the account or, if
joint funds, either
person(1)

4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)

5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)

6. Account in the name of The ward, minor, or
guardian or committee incompetent person(3)
for a designated ward,
minor or incompetent
person

7. a. The usual revocable The grantor-trustee(1)
savings trust
account (grantor is
also trustee)

b. So-called trust The actual owner(1)
account that is not a
legal or valid trust
under state law

8. Sole proprietorship The owner(4)
account

- ------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER
IDENTIFICATION NUMBER
OF--
- ------------------------------------------------------

9. A valid trust, estate, The legal entity (Do
or pension trust not furnish the
identification number
of the personal
representative or
trustee unless the
legal entity itself is
not designated in the
account title.)(5)

10. Corporate account The corporation

11. Religious, charitable, The organization
or educational
organization account

12. Partnership account The partnership
held in the name of the
business

13. Association, club, or The organization
other tax-exempt
organization

14. A broker or registered The broker or nominee
nominee

15. Account with the The public entity
Department of
Agriculture in the name
of a public entity
(such as a State or
local government,
school district, or
prison) that receives
agricultural program
payments

- ------------------------------------------------------
- ------------------------------------------------------

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's social security number.

(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.

(4) Show the name of the owner.

(5) List first and circle the name of the legal trust, estate, or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.

<PAGE>

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

PAYEE EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:

. A corporation.

. A financial institution.

. An organization exempt from tax under section 501(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), or an individual retirement plan.

. The United States or any agency or instrumentality thereof.

. A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.

. A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.

. An international organization or any agency or instrumentality thereof.

. A registered dealer in securities or commodities registered in the United
States or a possession of the United States.

. A real estate investment trust.

. A common trust fund operated by a bank under section 584(a) of the Code.

. An exempt charitable remainder trust, or a nonexempt trust described in
section 4947(a)(1) of the Code.

. An entity registered at all times under the Investment Company Act of 1940.

. A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

. Payments to nonresident aliens subject to withholding under section 1441 of
the Code.

. Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident partner.

. Payments of patronage dividends where the amount received is not paid in
money.

. Payments made by certain foreign organizations.

. Payments made to a nominee

Payments of interest not generally subject to backup withholding include the
following:

. Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.

. Payments of tax-exempt interest (including exempt-interest dividends under
section 852 of the Code).

. Payments described in section 6049(b)(5) of the Code to non-resident aliens.

. Payments on tax-free covenant bonds under section 1451 of the Code.

. Payments made by certain foreign organizations.

. Payments made to a nominee

EXEMPT PAYEES DESCRIBED ABOVE MUST STILL COMPLETE THE SUBSTITUTE FORM W-9
ENCLOSED HEREWITH TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE
SUBSTITUTE FORM W-9 WITH THE PAYER, REMEMBERING TO CERTIFY YOUR TAXPAYER
IDENTIFICATION NUMBER ON PART III OF THE FORM, WRITE "EXEMPT" ON THE FACE OF
THE FORM AND SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041(A)(a), 6042, 6044,
6045, 6049, 6050A and 6050N of the Code and their regulations.

PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. Payers must be
given the numbers whether or not recipients are required to file a tax return.
Payers must generally withhold 31% of taxable interest, dividends, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE

Exhibit (c)(3)

=================================================================

AGREEMENT AND PLAN OF MERGER

by and among

AVANT-GARDE OPTICS, INC.

LUXOTTICA ACQUISITION CORP.

and

THE UNITED STATES SHOE CORPORATION

Dated as of April 21, 1995

=================================================================

<PAGE>

TABLE OF CONTENTS
-----------------

Page
----

ARTICLE I

THE TENDER OFFER . . . . . . . . . . . . . . . . . . . . 1
1.1 The Offer . . . . . . . . . . . . . . . . . . . . 1
1.2 Company Action . . . . . . . . . . . . . . . . . . 3
1.3 831 Meeting . . . . . . . . . . . . . . . . . . . 4
1.4 Board of Directors of the Company . . . . . . . . 4

ARTICLE II

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . 5
2.1 Merger . . . . . . . . . . . . . . . . . . . . . . 5
2.1.1 Merger . . . . . . . . . . . . . . . . . 5
2.1.2 Effective Time . . . . . . . . . . . . . 5
2.1.3 Effect of Merger . . . . . . . . . . . . 5
2.1.4 Conversion of Common Shares . . . . . . . 6
2.2 Meeting of Holders of Common Shares . . . . . . . 7
2.3 Consummation of the Merger . . . . . . . . . . . . 7
2.4 Payment for Common Shares . . . . . . . . . . . . 7
2.5 Closing of the Company's Transfer Books . . . . . 9
2.6 The Company Stock Options and Related Matters . . 9
2.7 Dissenters' Rights . . . . . . . . . . . . . . . . 10

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER 11
3.1 Corporate Organization . . . . . . . . . . . . . . 11
3.2 Authority . . . . . . . . . . . . . . . . . . . . 11
3.3 Consents and Approvals; No Violation . . . . . . . 11
3.4 Financing . . . . . . . . . . . . . . . . . . . . 12
3.5 Solvency . . . . . . . . . . . . . . . . . . . . . 12
3.6 Offer Documents; Schedule 14D-9; Proxy Statement . 12
3.7 Acquiring Person Statement . . . . . . . . . . . . 13
3.8 831 Proxy Statement . . . . . . . . . . . . . . . 13
3.9 Fees . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . 14
4.1 Corporate Organization . . . . . . . . . . . . . . 14
4.2 Authority . . . . . . . . . . . . . . . . . . . . 14
4.3 Consents and Approvals; No Violation . . . . . . . 15
4.4 Capitalization . . . . . . . . . . . . . . . . . . 15
4.5 Commission Filings . . . . . . . . . . . . . . . . 17
4.6 Absence of Certain Changes . . . . . . . . . . . . 18
4.7 Employee Benefit Plans. . . . . . . . . . . . . . 18
4.8 Taxes. . . . . . . . . . . . . . . . . . . . . . . 21

<PAGE>

4.9 Proxy Statement; Schedule 14D-9; Offer Documents . 22
4.10 Vote Required . . . . . . . . . . . . . . . . . . 22
4.11 831 Proxy Statement . . . . . . . . . . . . . . . 23
4.12 Company Notice and Statement . . . . . . . . . . . 23
4.13 Fees . . . . . . . . . . . . . . . . . . . . . . . 23
4.14 Litigation . . . . . . . . . . . . . . . . . . . . 23
4.15 Compliance with Laws . . . . . . . . . . . . . . . 23
4.16 Rights Agreement . . . . . . . . . . . . . . . . . 23

ARTICLE V

COVENANTS . . . . . . . . . . . . . . . . . . . . . . . 24
5.1 No Solicitation and Other Actions . . . . . . . . 24
5.2 Interim Operations . . . . . . . . . . . . . . . . 25
5.2.1 Conduct of Business . . . . . . . . . . . 25
5.2.2 Articles and Code of Regulations . . . . 25
5.2.3 Capital Stock . . . . . . . . . . . . . . 25
5.2.4 Dividends . . . . . . . . . . . . . . . . 26
5.2.5 Employee Plans; Compensation . . . . . . 26
5.2.6 Loans and Investments . . . . . . . . . . 27
5.2.7 Board of Directors . . . . . . . . . . . 27
5.2.8 Litigation; Settlement of Claims . . . . 27
5.2.9 Accounting Policies . . . . . . . . . . . 27
5.2.10 Tax Elections . . . . . . . . . . . . . . 28
5.2.11 Business Combination . . . . . . . . . . 28
5.2.12 No Amendment to Rights Agreement . . . . 28
5.2.13 Shareholder Meetings . . . . . . . . . . 28
5.2.14 No Amendment to Nine West Agreement . . . 28
5.2.15 Advertising Agreements . . . . . . . . . 29
5.3 Access and Information . . . . . . . . . . . . . . 29
5.4 Additional Agreements . . . . . . . . . . . . . . 29
5.5 State Takeover Statutes. . . . . . . . . . . . . . 30
5.6 Proxy Statement . . . . . . . . . . . . . . . . . 30
5.7 Solicitation of Proxies for 831 Meeting . . . . . 30
5.8 Indemnification, Insurance and Certain Other
Employee-Related Matters . . . . . . . . . . . . 31
5.9 Notification of Certain Matters . . . . . . . . . 34
5.10 Compliance with Antitrust Laws . . . . . . . . . . 34
5.11 Publicity . . . . . . . . . . . . . . . . . . . . 35
5.12 Disposition of Litigation . . . . . . . . 35
5.13 Proxy Contests . . . . . . . . . . . . . . 35

ARTICLE VI

CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . 35
6.1 Conditions . . . . . . . . . . . . . . . . . . . . 35
6.1.1 Shareholder Approval . . . . . . . . . . 35
6.1.2 Purchase of Shares . . . . . . . . . . . 35
6.1.3 Injunctions; Illegality . . . . . . . . . 36

<PAGE>

ARTICLE VII

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 36
7.1 Termination . . . . . . . . . . . . . . . . . . . 36
7.2 Non-Survival of Representations, Warranties and
Agreements . . . . . . . . . . . . . . . . . . . 37
7.3 Waiver and Amendment . . . . . . . . . . . . . . . 37
7.4 Entire Agreement . . . . . . . . . . . . . . . . . 37
7.5 Applicable Law . . . . . . . . . . . . . . . . . . 38
7.6 Interpretation . . . . . . . . . . . . . . . . . . 38
7.7 Notices . . . . . . . . . . . . . . . . . . . . . 38
7.8 Counterparts . . . . . . . . . . . . . . . . . . . 39
7.9 Assignment . . . . . . . . . . . . . . . . . . . . 39
7.10 Expenses . . . . . . . . . . . . . . . . . . . . . 39
7.11 Obligation of Parent . . . . . . . . . . . . . . . 39
7.12 Enforcement of the Agreement . . . . . . . . . . . 39
7.13 Certain Definitions . . . . . . . . . . . . . . . 39
7.14 Severability . . . . . . . . . . . . . . . . . . . 41

iii

<PAGE>

ANNEXES
-------

Annex A - Conditions of the Offer

<PAGE>

LIST OF SCHEDULES
-----------------

Schedule 4.3 Required Consents and Approvals

Schedule 4.7 Employee Benefit Plans

Schedule 4.8 Certain Tax Matters

Schedule 5.2.15 Advertising Agreements

Schedule 5.8(d) Economic Bridge Program

<PAGE>

AGREEMENT AND PLAN OF MERGER
----------------------------

AGREEMENT AND PLAN OF MERGER, dated as of April 21,
1995 (this "Agreement"), by and among AVANT-GARDE OPTICS, INC., a
New York corporation ("Parent"), LUXOTTICA ACQUISITION CORP., a
Delaware corporation and a wholly owned subsidiary of Parent
("Purchaser"), and THE UNITED STATES SHOE CORPORATION, an Ohio
corporation (the "Company").

Parent, Purchaser and the Company hereby agree as
follows:

ARTICLE I

THE TENDER OFFER
----------------

1.1 The Offer. (a) Purchaser will, and Parent will
---------
cause Purchaser to, amend and supplement its outstanding tender
offer for any and all outstanding common shares, without par
value (the "Common Shares") (including the associated preference
share purchase rights (the "Rights"), issued pursuant to the
Rights Agreement, dated as of March 31, 1986, as amended by the
First Amendment to the Rights Agreement, dated as of March 23,
1988, each between the Company and Morgan Shareholder Services
Trust Company (as successor to Morgan Guaranty Trust Company of
New York), as Rights Agent and by a Second Amendment to the
Rights Agreement, dated as of June 1, 1993, between the Company
and The Bank of New York, as Rights Agent, and by a Third
Amendment to the Rights Agreement, dated as of March 29, 1995,
between the Company and State Street Bank and Trust Company, as
Rights Agent (as so amended, the "Rights Agreement")), of the
Company (the "Offer") in accordance with, and to the extent
required by, the provisions of this Agreement as promptly as
reasonably practicable after the date hereof, but in no event
later than five business days after the date hereof to provide
that (i) the purchase price offered pursuant to the Offer will be
$28.00 per Common Share (including the associated Rights), net to
the seller in cash, (ii) the obligation of Purchaser to accept
for payment and pay for Common Shares (including the associated
Rights) tendered pursuant to the Offer will be subject only to
the conditions (A) that the control share acquisition, as such
phrase is used in Section 1701.831 of the Ohio General
Corporation Law (the "GCL") by Purchaser (the "Control Share
Acquisition") will be authorized by the holders of Common Shares
pursuant to Section 1701.831 at a special meeting of the holders
of Common Shares duly and validly called and held in accordance
with Section 1701.831 or Purchaser is satisfied, in its sole
discretion, that Section 1701.831 is invalid or inapplicable to
the acquisition of Common Shares pursuant to the Offer (the

<PAGE>

"Control Share Condition"), (B) that the number of Common Shares
being validly tendered and not withdrawn prior to the expiration
date provided in the Offer, when added to the Common Shares
beneficially owned by Purchaser and its affiliates, will
constitute not less than two-thirds of the Common Shares
outstanding on a fully diluted basis (the "Minimum Share
Condition"), and (C) that are set forth in Annex A hereto, and
(iii) the expiration date of the Offer will be extended until the
later of (A) midnight on the tenth business day following the
date of such amendment referred to above or (B) the earlier of
(x) the satisfaction of the Control Share Condition in the event
the Control Share Condition is satisfied by Purchaser determining
that Section 1701.831 is invalid or inapplicable to the
acquisition of Common Shares pursuant to the Offer, and (y)
midnight on the second business day next succeeding the date of
the 831 Meeting (as hereinafter defined). Any such condition
other than the Minimum Share Condition and the Control Share
Condition may be waived by Purchaser in its sole discretion.
Purchaser will accept for payment all Common Shares (including
the associated Rights) validly tendered pursuant to the Offer and
not withdrawn prior to the expiration date of the Offer as soon
as legally permissible, and pay for all such Common Shares
(including the associated Rights) as promptly as practicable
thereafter, in each case subject only to the conditions referred
to above in this Section 1.1(a). Without the prior written
consent of the Company, Purchaser will not (u) reduce the number
of Common Shares to be purchased in the Offer, (v) reduce the
purchase price offered pursuant to the Offer, (w) impose
conditions to the Offer in addition to those set forth on Annex
A, (x) change the form of consideration payable in the Offer, (y)
otherwise amend the Offer (other than amendments which are not
adverse to the Company or its shareholders) or (z) extend the
time of the expiration of the Offer if all conditions to the
Offer are then, as provided in the Offer, satisfied or waived.

(b) As soon as practicable on the date of the
amendment of the Offer, Luxottica Group S.p.A., a corporation
organized under the laws of the Republic of Italy ("Luxottica
Group") and Purchaser will file with the Securities and Exchange
Commission (the "Commission") an amendment to their Tender Offer
Statement on Schedule 14D-1 (together with any amendments or
supplements thereto, the "Schedule 14D-1") with respect to the
Offer, which will contain or incorporate by reference an
amendment and supplement to the offer to purchase and forms of
the related letter of transmittal and any related summary
advertisement (such Schedule 14D-1 and such other documents,
together with any supplements or amendments thereto, the "Offer
Documents"). The Company and its counsel will be given a
reasonable opportunity to review the Offer Documents and all
amendments and supplements thereto prior to their filing with the
Commission or dissemination to holders of Common Shares. If
required, immediately prior to the amendment of the Offer,

<PAGE>

Luxottica Group and Purchaser will file with the Ohio Division of
Securities the information required under Section 1707.041(A)(2)
of the Ohio Revised Code, and will use their best efforts to
prevent or cause to be lifted any suspension of the Offer imposed
by the Ohio Division of Securities in connection with such
filing.

1.2 Company Action. The Company hereby consents to
--------------
the Offer, as amended pursuant to Section 1.1. Promptly after
the date hereof, the Company will file with the Commission and
mail to the holders of Common Shares an amendment to its
Solicitation/Recommendation Statement on Schedule 14D-9 pursuant
to the Exchange Act with respect to the Offer (together with any
amendments or supplements thereto, the "Schedule 14D-9"). The
Schedule 14D-9 will set forth, and the Company hereby represents
and warrants, that the Board of Directors of the Company has at a
meeting duly called and held and at which a quorum was present
and acting throughout, by the unanimous vote of all directors
present (a) approved the transactions contemplated hereby in a
manner satisfying the requirements of paragraph 2(A) of Article
Seventh of the Articles of Incorporation of the Company,
(b) determined that the Offer and the related business
combination transaction pursuant to which Purchaser will merge
with and into the Company (the "Merger") are fair to and in the
best interests of the Company and its shareholders, (c) approved
the Offer, this Agreement and the Merger, (d) recommended that
the holders of Common Shares authorize the purchase of Common
Shares by the Purchaser for purposes of Section 1701.831 of the
GCL, (e) recommended acceptance of the Offer, the tender of
Common Shares pursuant to the Offer and approval and adoption of
this Agreement and the Merger by the holders of Common Shares,
(f) taken all actions which are necessary on the part of its
Board of Directors as contemplated by Section 1704.02(A) of the
Ohio Revised Code in order to make Chapter 1704 of the Ohio
Revised Code inapplicable to the Merger, and (g) determined that
the Offer is a Permitted Offer (as defined in the Rights
Agreement) for purposes of the Rights Agreement (the
"Recommendation"); provided that the Recommendation, in whole or
in part (other than the parts referred to in clauses (a), (f) and
(g) above, which were effected by irrevocable action), may be
withdrawn, modified or amended if and to the extent legally
required for the discharge by the Company's directors of their
fiduciary duties as advised by independent legal counsel, who may
be the Company's regularly engaged independent legal counsel (a
"Director Duty"). Parent, Purchaser and their counsel will be
given a reasonable opportunity to review the Schedule 14D-9 and
all amendments and supplements thereto prior to their filing with
the Commission or dissemination to the holders of Common Shares.
The Company will furnish to Parent and Purchaser, upon request, a
copy of the resolutions adopting the Recommendation certified by
an appropriate officer of the Company.

<PAGE>

1.3 831 Meeting. The parties acknowledge that a
-----------
special meeting of the holders of Common Shares for the purpose
of voting to authorize the Control Share Acquisition of Common
Shares by Purchaser pursuant to Section 1701.831 of the GCL was
called for April 21, 1995 (the "Original 831 Meeting") and
adjourned to May 5, 1995 (the "Rescheduled 831 Meeting"). In the
event that the 831 Proxy Statement has not been circulated for a
sufficient period of days by the date of the Rescheduled 831
Meeting, Parent, Purchaser and the Company (without affecting the
Company's right to withdraw its Recommendation referred to in
Section 1.2(d) pursuant to a Director Duty) will use their
respective best efforts to adjourn the Rescheduled 831 Meeting to
such other date as the Company and Purchaser may mutually
determine from time to time in accordance with the GCL (the
adjourned meeting at which the Control Share Acquisition is
submitted for a vote to the holders of Common Shares is herein
referred to as the "831 Meeting").

1.4 Board of Directors of the Company. If requested
---------------------------------
by Parent, the Company will, promptly following the acceptance
for payment of the Common Shares to be purchased pursuant to the
Offer, and from time to time thereafter, take all action
necessary to cause at least two-thirds of the number of
directors, rounded up to the next whole number, of the Company to
be persons designated by Parent (whether, at the request of
Parent, by increasing the size of the number of directors of the
Company or by seeking the resignation of directors and causing
Parent's designees to be elected to fill the vacancies so
created) as will give Parent representation on the Board of
Directors of the Company equal to the product of the number of
directors of the Company and the percentage that such number of
Common Shares so purchased bears to the number of Common Shares
outstanding. At such time, the Company also will take all action
permitted by law to cause persons designated by Parent to
constitute at least the same percentage as is on the Company's
Board of Directors of (a) each committee of the Company's Board
of Directors, (b) the board of directors of each subsidiary of
the Company, and (c) each committee, if any, of each such board
of directors. The Company's obligation to cause designees of
Parent to be so elected or appointed as directors of the Company
will be subject to Section 14(f) of the Exchange Act and Rule
14(f)-1 promulgated thereunder. Parent will supply to the
Company in writing and will be solely responsible for any
information with respect to it and its designees, officers,
directors and affiliates required by Section 14(f) and Rule 14f-
1, and the Company will include in the Schedule 14D-9 such
information as is required under Section 14(f) and Rule 14(f)-1.
Notwithstanding the foregoing, until the Effective Time (as
hereinafter defined), the Company will use its best efforts to
assure that the Company's Board of Directors has at least three
directors who are directors on the date hereof (the "Continuing
Directors"); provided further, that, in such event, if the number

<PAGE>

of Continuing Directors is reduced below three for any reason
whatsoever, any remaining Continuing Directors (or Continuing
Director, if there is only one remaining) will be entitled to
designate three persons to fill such vacancies who will be deemed
to be Continuing Directors for purposes of this Agreement or, if
no Continuing Director then remains, the other directors will
designate three persons to fill such vacancies who are not
shareholders, affiliates or associates of Parent or Purchaser and
such persons will be deemed to be Continuing Directors for
purposes of this Agreement. The Company will use its best
efforts to cause the person(s) so designated by the Continuing
Directors to be elected to the Board of Directors of the Company.

ARTICLE II

THE MERGER
----------

2.1 Merger.
------

2.1.1 Merger. Subject to the terms and conditions
------
hereof, (a) Purchaser will be merged with and into the Company
and the separate corporate existence of Purchaser will thereupon
cease in accordance with the applicable provisions of the GCL and
the Delaware General Corporation Law (the "DGCL") and (b) each of
the Company, Purchaser and Parent will use its best efforts to
cause the Merger to be consummated as soon as practicable
following the expiration of the Offer.

2.1.2 Effective Time. As soon as practicable
--------------
following fulfillment or waiver of the conditions specified in
Article VI hereof, and provided that this Agreement has not been
terminated or abandoned pursuant to Section 7.1 hereof, the
Company and Purchaser (the "Constituent Corporations") will cause
a duly executed certificate of merger (the "Certificate of
Merger") to be filed with the Secretary of State of Ohio as
provided in Section 1701.81 of the GCL and with the Secretary of
State of Delaware as provided in Section 252 of the DGCL (or, if
permitted, Section 253 of the DGCL). The Merger will become
effective (the "Effective Time") on the date on which the later
of the following actions will have been completed: (a) the
Certificate of Merger has been duly filed with the Secretary of
State of Ohio and (b) the Certificate of Merger has been duly
filed with the Secretary of State of Delaware.

2.1.3 Effect of Merger. The Company will be the
----------------
surviving corporation in the Merger (sometimes hereinafter
referred to as the "Surviving Corporation") and will continue to
be governed by the laws of the State of Ohio, and the separate
corporate existence of Purchaser will cease. The Merger will
have the effects specified in the GCL and the DGCL. The Articles
of Incorporation (the "Articles") and the Code of Regulations

<PAGE>

(the "Code of Regulations") of the Company in effect at the
Effective Time will be the Articles of Incorporation and Code of
Regulations of the Surviving Corporation, until duly amended in
accordance with their terms and the GCL. The directors of
Purchaser immediately prior to the Effective Time will be the
initial directors of the Surviving Corporation, and the officers
of the Company at the Effective Time will be the initial officers
of the Surviving Corporation, to serve in accordance with the
Code of Regulations, from and after the Effective Time, until
their successors have been duly elected or appointed and
qualified or until their earlier death, resignation or removal in
accordance with the terms of the Surviving Corporation's Articles
of Incorporation and Code of Regulations and the GCL.

2.1.4 Conversion of Common Shares. At the Effective
---------------------------
Time, by virtue of the Merger and without any action on the part
of the Company, Purchaser, Parent or the holders of any of the
following securities, (a) each then-outstanding Common Share not
owned by Luxottica Group, Parent, Purchaser or any other direct
or indirect subsidiary of Parent (other than those Common Shares
held in the treasury of the Company or held by any subsidiary of
the Company and the Dissenting Shares (as hereinafter defined))
(including the associated Rights) will be cancelled and retired
and be converted into a right to receive in cash an amount per
Common Share equal to the highest price per Common Share paid for
a Common Share by Purchaser pursuant to the Offer (the "Merger
Price"), (b) each then-outstanding Common Share (including the
associated Rights) owned by Luxottica Group, Parent, Purchaser or
any other direct or indirect subsidiary of Parent will be
cancelled and retired, and no payment will be made with respect
thereto, (c) each Common Share issued and held in the Company's
treasury or held by any subsidiary of the Company will be
cancelled and retired, and no payment will be made with respect
thereto, and (d) each common share of Purchaser will be converted
into and become 500,000 common shares of the Surviving
Corporation, which thereafter will constitute all of the issued
and outstanding common shares of the Surviving Corporation.
Notwithstanding the foregoing provisions of this Section to the
contrary, Parent may elect, at any time prior to the fifth
business day immediately preceding the date on which the Proxy
Statement (as provided for in Section 5.6) is initially to be
mailed to the Company's shareholders (or, if the Merger is to be
effected without a meeting of holders of Common Shares, in
accordance with Section 1701.801 of the GCL and Section 253 of
the DGCL, at any time prior thereto), that, instead of merging
Purchaser into the Company, the Company merge with and into
Purchaser or another direct or indirect wholly owned subsidiary
of Luxottica Group. In such event, the parties agree to execute
an appropriate amendment to this Agreement in order to reflect
the foregoing, and to provide that Purchaser or such other
subsidiary will be the Surviving Corporation and will continue
under the name "The United States Shoe Corporation"; provided,

<PAGE>

however, that if such amendment would otherwise cause any
representation or warranty of the Company hereunder no longer to
be true or correct in any respect or would otherwise cause the
Company to be in breach or to have failed to comply in any
respect with any of its obligations hereunder, no such failure of
any representation or warranty to be true or correct or breach or
failure to comply shall give either Parent, Purchaser or
Luxottica Group any rights under this Agreement or under the
Offer.

2.2 Meeting of Holders of Common Shares. The Company
-----------------------------------
will take all action necessary in accordance with applicable law
and its Articles and Code of Regulations to convene a meeting of
the holders of Common Shares promptly after the purchase of
Common Shares pursuant to the Offer to consider and vote upon the
approval of the Merger, if such approval is required by
applicable law. At any such meeting, Parent and Purchaser will
vote all of the Common Shares then beneficially owned by them in
favor of the Merger. The Board of Directors of the Company will
recommend that the holders of Common Shares approve the Merger if
such approval is required pursuant to the GCL or otherwise;
provided that any such recommendation may be withdrawn, modified
or amended in accordance with a Director Duty. Prior to any such
meeting, in the event that Parent and Purchaser acquire
beneficial ownership of at least 90% of the outstanding Common
Shares, the parties will take all action necessary to cause the
Merger to become effective as soon as practicable after such
acquisition, without a meeting of holders of Common Shares, in
accordance with Section 1701.801 of the GCL and Section 253 of
the DGCL.

2.3 Consummation of the Merger. The closing of the
--------------------------
Merger (the "Closing") will take place (a) at the offices of
Winston & Strawn, 175 Water Street, New York, New York as
promptly as practicable after the later of (i) the day of (and
immediately following) the receipt of approval of the Merger by
the holders of the Common Shares if such approval is required, or
as soon as practicable after completion of the Offer if such
approval by the holders of the Common Shares is not required, and
(ii) the day on which the last of the conditions set forth in
Article VI hereof is satisfied or duly waived, or (b) at such
other time and place and on such other date as Purchaser and the
Company may agree in writing executed by both parties.

2.4 Payment for Common Shares. Purchaser will
-------------------------
authorize the depositary for the Offer (or one or more commercial
banks organized under the laws of the United States or any state
thereof with capital, surplus and undivided profits of at least
$100,000,000) to act as Paying Agent hereunder with respect to
the Merger (the "Paying Agent"). Each holder (other than
Luxottica Group, Parent, Purchaser or any subsidiary of Parent,
the Company or any subsidiary of the Company) of a certificate or

<PAGE>

certificates which immediately prior to the Effective Time
represented Common Shares (the "Certificates") will be entitled
to receive, upon surrender to the Paying Agent of such
Certificates for cancellation and subject to any required
withholding of taxes, the aggregate amount of cash into which the
Common Shares previously represented by such Certificates will
have been converted in the Merger. On or before the Effective
Time, Purchaser will make available to the Paying Agent
sufficient funds to make all payments pursuant to the preceding
sentence. Pending payment of such funds to the holders of Common
Shares, such funds will be held and invested by the Paying Agent
as Parent directs. Any net profit resulting from, or interest or
income produced by, such investments will be payable to the
Surviving Corporation or Parent, as Parent directs. Parent will
promptly replace any monies lost through any investment made
pursuant to this Section 2.4. Until surrendered to the Paying
Agent, each Certificate which immediately prior to the Effective
Time represented Common Shares (other than Common Shares owned by
Luxottica Group, Parent, Purchaser or any other direct or
indirect subsidiary of Parent, or treasury shares held by the
Company or Common Shares held by any subsidiary of the Company
and Dissenting Shares) will be deemed for all corporate purposes
to evidence only the right to receive upon such surrender the
aggregate amount of cash into which the Common Shares represented
thereby will have been converted, subject to any required
withholding of taxes. No interest will be paid on the cash
payable upon the surrender of the Certificates. Any cash
delivered or made available to the Paying Agent pursuant to this
Section 2.4 and not exchanged for Certificates within six months
after the Effective Time will be returned by the Paying Agent to
the Surviving Corporation, which thereafter will act as Paying
Agent, subject to the rights of holders of non-surrendered
Certificates under this Article II and any former shareholders of
the Company who have not theretofore complied with the
instructions for exchanging their Certificates representing
Common Shares, who will thereafter look only to the Surviving
Corporation for payment of their claim for the consideration set
forth in Section 2.1, without any interest thereon, but will have
no greater rights against the Surviving Corporation (or either
Constituent Corporation) than may be accorded to general
unsecured creditors thereof under applicable law.
Notwithstanding the foregoing, neither the Paying Agent nor any
party hereto will be liable to a holder of Common Shares for any
cash or interest thereon delivered to a public official pursuant
to applicable abandoned property laws. Promptly after the
Effective Time, the Paying Agent will mail to each record holder
of Common Shares immediately prior to the Effective Time a form
of letter of transmittal (the "Transmittal Letter") and
instructions for use thereof in surrendering the Certificates
previously representing such Common Shares which will specify
that delivery will be effected, and risk of loss and title to the
Certificates will pass, only upon proper delivery of the

<PAGE>

Certificates to the Paying Agent in accordance with the terms of
delivery specified in the Transmittal Letter and instructions for
use thereof in surrendering such Certificates and receiving the
Merger Price for each Common Share previously represented
thereby.

2.5 Closing of the Company's Transfer Books. At the
---------------------------------------
Effective Time, the stock transfer books of the Company will be
closed and no transfer of Common Shares will thereafter be made.
If, after the Effective Time, Certificates are presented to the
Surviving Corporation, they will be cancelled, retired and
exchanged for cash as provided in Section 2.4 hereof, subject to
applicable law in the case of Dissenting Shares.

2.6 The Company Stock Options and Related Matters.
---------------------------------------------
(a) Prior to the Effective Time, the Board of Directors of the
Company will (i) adopt such resolutions and approve such
amendments, if any, as are necessary to provide for the
cancellation of all stock options (the "Options") to purchase
Common Shares granted pursuant to the Company's 1978 Key
Personnel Stock Option Plan, 1983 Key Personnel Stock Option
Plan, 1985 Outside Directors Stock Option Plan, 1991 Outside
Directors Stock Option Plan and 1988 Employee Incentive Plan (all
such plans collectively referred to as the "Stock Plans"),
effective as of immediately prior to the Effective Time and (ii)
promptly furnish Parent and Purchaser a copy of such resolutions
certified by an appropriate officer of the Company. If necessary
or appropriate, the Company will, upon the request of Purchaser,
(x) use its best efforts to obtain the written acknowledgment of
each holder of an Option that the payment of the amount of cash
referred to below will satisfy the Company's obligation to such
holder pursuant to such Option and (y) take such other action as
is necessary or appropriate to effect the provisions of this
Section 2.6(a). Immediately prior to the Effective Time, each
Option which is not then exercisable or vested will become fully
exercisable and vested, and each such Option and all other
Options will be cancelled, effective as of immediately prior to
the Effective Time, in exchange for a payment by the Company or
the Surviving Corporation of an amount, payable within three
business days after the Effective Time, equal to the product of
(A) the total number of Common Shares subject to such Option and
(B) the excess, if any, of the Merger Price over the exercise
price per Common Share subject to such Option, subject to any
required withholding of taxes. Payments made pursuant to this
Section 2.6(a) represent and will be characterized and reported
by the Surviving Corporation as additional compensation expense.

(b) Prior to the Effective Time, the Board of
Directors of the Company will adopt appropriate resolutions to
provide for the termination of all restrictions on the Common
Shares ("Restricted Shares"), if any, which have been distributed
to employees pursuant to the 1988 Employee Incentive Plan and

<PAGE>

will promptly furnish Parent and Purchaser a copy of such
resolutions certified by an appropriate officer of the Company.

(c) Subject to the payment by the Company or the
Surviving Corporation of all amounts required to be paid by them
pursuant to Section 2.6(a), at and after the Effective Date, no
option, convertible security, warrant, subscription or other
claim, right-to-acquire or commitment of any sort previously
existing in respect of one or more whole and/or fractional shares
of any class of securities of the Company shall represent an
option, convertible security, warrant, subscription or other
claim, right-to-acquire or commitment of any sort in respect of
whole and/or fractional shares of any class of securities of the
Surviving Corporation.

2.7 Dissenters' Rights. Notwithstanding anything in
------------------
this Agreement to the contrary, any Common Shares which are
issued and outstanding immediately prior to the Effective Time
and which are held by holders of Common Shares who shall not have
voted such Common Shares in favor of the adoption of the Merger
and who shall have timely delivered a written demand for the
payment of the fair cash value of such Common Shares in the
manner provided in Section 1701.85 of the GCL ("Dissenting
Shares") shall not be converted as described in Section 2.1.4
hereof but shall become the right to receive payment of the fair
cash value of such Common Shares in accordance with the
provisions of Section 1701.85 of the GCL; provided, however, that
(i) if any holder of Dissenting Shares shall subsequently
withdraw such holder's demand for payment of the fair cash value
of such Common Shares (with the consent of the Surviving
Corporation by its directors), (ii) if any holder fails to comply
with such Section 1701.85 (unless the Surviving Corporation by
its directors waives such failure), (iii) if the Purchaser
abandons or is finally enjoined or prevented from carrying out,
or the holders of Common Shares rescind their adoption of, the
Merger or (iv) if the Surviving Corporation and any holder of
Dissenting Shares will not have come to an agreement as to the
fair cash value of such holder's Dissenting Shares, and neither
such holder of Dissenting Shares nor the Surviving Corporation
has filed or joined in a petition demanding a determination of
the value of all Dissenting Shares within the period provided in
Section 1701.85 of the GCL, the right and obligation of such
holder or holders (as the case may be) to receive such fair cash
value and to sell such Common Shares shall terminate, and such
Common Shares shall thereupon be deemed to have been extinguished
and to have been converted, as of the Effective Time of the
Merger, into the right to receive the Merger Price, without
interest. Persons who have perfected statutory rights with
respect to Dissenting Shares as aforesaid shall not be paid by
the Surviving Corporation as provided in this Agreement and shall
have only such rights as are provided by Section 1701.85 of the
GCL with respect to such Common Shares.

<PAGE>

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
------------------------------------------------------

Parent and Purchaser hereby jointly and severally
represent and warrant to the Company that:

3.1 Corporate Organization. Each of Parent and
----------------------
Purchaser is a corporation duly organized, validly existing and
in good standing under the laws of its respective jurisdiction of
incorporation and has all requisite corporate power and authority
to own, lease and operate its respective properties and assets
and to carry on its respective businesses as they are now being
conducted. Parent beneficially owns all of the outstanding
capital stock of Purchaser.

3.2 Authority. Each of Parent and Purchaser has the
---------
requisite corporate power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been
duly approved by the respective Boards of Directors of Parent and
Purchaser and by Parent and one or more of its direct and/or
indirect wholly owned subsidiaries as the sole shareholders of
Purchaser and no other corporate proceedings on the part of
Parent or Purchaser are necessary to consummate the transactions
so contemplated. This Agreement has been duly executed and
delivered by each of Parent and Purchaser and constitutes a valid
and binding obligation of each of Parent and Purchaser,
enforceable against each of Parent and Purchaser in accordance
with its terms.

3.3 Consents and Approvals; No Violation. Neither the
------------------------------------
execution and delivery of this Agreement by Parent and Purchaser
nor the consummation by Parent and Purchaser of the transactions
contemplated hereby will (a) conflict with or result in any
breach of any provision of their respective articles of
incorporation or bylaws (or comparable governing instruments),
(b) violate, conflict with, constitute a default (or an event
which, with notice or lapse of time or both, would constitute a
default) under, or result in the termination of, or accelerate
the performance required by, or result in the creation of any
lien or other encumbrance (except as contemplated by the
financing transaction provided for in the Commitment Letter (as
hereinafter defined)) upon any of the properties or assets of
Parent or any of its subsidiaries under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture,
deed of trust, license, lease agreement or other instrument or
obligation to which Parent or any such subsidiary is a party or
to which they or any of their respective properties or assets are
subject, except for such violations, conflicts, breaches,

<PAGE>

defaults, terminations, accelerations or creations of liens or
other encumbrances, which would not reasonably be expected to
have, individually or in the aggregate, the effect of preventing
or materially delaying Parent and Purchaser from performing their
respective obligations under this Agreement, or (c) require any
consent, approval, authorization or permit of or from, or filing
with or notification to, any court, governmental authority or
other regulatory or administrative agency or commission, domestic
or foreign ("Governmental Entity"), except (i) pursuant to the
Exchange Act, (ii) the filing of certificates of merger pursuant
to the GCL, the DGCL and the laws of any other state,
(iii) filings required under the securities or blue sky laws of
the various states, or (iv) consents, approvals, authorizations,
permits, filings or notifications which if not obtained or made
would not reasonably be expected to have, individually or in the
aggregate, the effect of preventing or materially delaying Parent
and Purchaser from performing their respective obligations under
this Agreement. Neither Parent, Purchaser nor any of their
respective affiliates is, or at any time in the three years prior
to the date hereof has been, an "interested shareholder" as
defined in Section 1704.01 of the GCL.

3.4 Financing. Purchaser has delivered to the Company
---------
with its Amendment No. 18 to its Schedule 14D-1 a commitment
letter, dated April 19, 1995 (the "Commitment Letter") from
Credit Suisse (the "Bank"), on the terms and subject to the
conditions of which the Bank has committed to lend
funds which, together with other cash funds presently available
to Purchaser, are sufficient to consummate the Offer and the
Merger, to perform all the obligations of Parent and Purchaser
under this Agreement and to pay all related fees and expenses.
The Commitment Letter is in full force and effect.

3.5 Solvency. The Surviving Corporation will not be
--------
immediately after the Effective Time (and after giving effect to
the financing for the Offer and the Merger and the use of the
proceeds therefrom) unable to pay its obligations as they become
due in the usual course of its affairs.

3.6 Offer Documents; Schedule 14D-9; Proxy Statement.
------------------------------------------------
Neither the Offer Documents nor any of the information supplied
by Parent or Purchaser in writing specifically for inclusion in
the Schedule 14D-9 will, at the respective times the Offer
Documents and the Schedule 14D-9 are filed with the Commission
and first published, sent or given to the Company's shareholders,
contain an untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in
order to make the statements therein made, in light of the
circumstances under which they are made, not misleading. None of
the information to be supplied by Parent or Purchaser in writing
specifically for inclusion in a proxy or information statement of
the Company required to be mailed to the Company's shareholders

<PAGE>

in connection with the Merger (the "Proxy Statement"), or in any
amendments or supplements thereto will, at the date the Proxy
Statement is first mailed to the Company's shareholders and at
the time of the shareholders' meeting in connection with the
Merger, contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary in order to make the statements therein made, in light
of the circumstances under which they are made, not misleading.
The Offer Documents complied and the Offer Documents and the
Proxy Statement, if any, will comply as to form in all material
respects with the applicable requirements of the Exchange Act and
the rules and regulations thereunder. Parent and Purchaser will
promptly correct any information provided by them in writing
specifically for inclusion in the Schedule 14D-9 and the Proxy
Statement if and to the extent that such information will have
become false or misleading in any material respect. Parent and
Purchaser will promptly correct any statements in the Offer
Documents that have become false or misleading in any material
respect and take all steps necessary to cause such Offer
Documents as so corrected to be filed with the Commission and
disseminated to holders of Common Shares, in each case as and to
the extent required by applicable law.

3.7 Acquiring Person Statement. The acquiring person
--------------------------
statement delivered to the Company on March 3, 1995 by Luxottica
Group and Purchaser relating to the purchase of Common Shares by
the Purchaser (the "Acquiring Person Statement") is a valid
acquiring person statement under Section 1701.831 of the GCL with
respect to the purchase of Common Shares by the Purchaser
pursuant to the Offer as amended in accordance herewith and the
Merger. The Acquiring Person Statement complied as to form in
all material respects with the applicable requirements of the GCL
and did not, at the time of first mailing thereof, contain any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make
the statements therein made, in light of the circumstances under
which they were made, not misleading.

3.8 831 Proxy Statement. The proxy statement filed by
-------------------
Purchaser and Luxottica Group relating to the Original 831
Meeting, as such meeting may be adjourned (together with any
amendments or supplements thereto, the "831 Proxy Statement")
complied and will comply as to form in all material respects with
the applicable requirements of the Exchange Act and the rules and
regulations thereunder and did not and will not, at the time of
the first mailing thereof and at the time of the 831 Meeting,
contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in
order to make the statements therein made, in light of the
circumstances under which they were made, not misleading, except
that no representation is made by Parent or Purchaser with

<PAGE>

respect to information supplied by the Company in writing
specifically for inclusion in the 831 Proxy Statement.

3.9 Fees. Except for the fees payable to CS First
----
Boston Corporation, neither Parent nor Purchaser nor any of
Parent's other subsidiaries has paid or become obligated to pay
any fee or commission to any investment banker, broker, finder or
intermediary in connection with the transactions contemplated
hereby.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY
---------------------------------------------

The Company hereby represents and warrants to each of
Parent and Purchaser that:

4.1 Corporate Organization. The Company and each of
----------------------
its subsidiaries is a corporation duly organized, validly
existing and in good standing under the laws of its respective
country or state of incorporation and is in good standing as a
foreign corporation in each jurisdiction where failure to so
qualify or be in good standing is reasonably likely to have a
material adverse effect on the business, operations, properties,
assets, liabilities or condition (financial or otherwise) of the
Company and its subsidiaries, taken as a whole (a "Material
Adverse Effect"). The Company and each of its subsidiaries has
the requisite corporate power to own, lease and operate its
respective properties and assets and to carry on its respective
businesses as they are now being conducted. The Company has
furnished Parent true and correct copies of its Articles and Code
of Regulations, as amended to the date hereof. The Company's
Articles and Code of Regulations as so delivered are in full
force and effect. The Company has made available to Parent true
and correct copies of the articles of incorporation and code of
regulations (or comparable governing instruments) of each of its
subsidiaries, each of which, as so made available, is in full
force and effect.

4.2 Authority. The Company has the requisite
---------
corporate power and authority to execute and deliver this
Agreement and, except for any required approval of the holders of
Common Shares, to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been
duly approved by the Board of Directors of the Company and no
other corporate proceedings on the part of the Company are
necessary to authorize this Agreement or to consummate the
transactions so contemplated, subject only to approval, if
necessary, by the holders of the Common Shares. This Agreement
has been duly executed and delivered by, and constitutes a valid

<PAGE>

and binding obligation of, the Company, enforceable against the
Company in accordance with its terms.

4.3 Consents and Approvals; No Violation. Neither the
------------------------------------
execution and delivery of this Agreement by the Company nor the
consummation by the Company of the transactions contemplated
hereby will (a) conflict with or result in any breach of, any
provision of its Articles or Code of Regulations, or (b)
violate, conflict with, constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default)
under, or result in the termination of, or accelerate the
performance required by, or result in the creation of any lien or
other encumbrance upon any of the properties or assets of the
Company or any of its subsidiaries under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture,
deed of trust, license, lease agreement or other instrument or
obligation to which the Company or any such subsidiary is a party
or to which they or any of their respective properties or assets
are subject, except for such violations, conflicts, breaches,
defaults, terminations, accelerations or creations of liens or
other encumbrances as may arise in the absence of an appropriate
consent or waiver under the agreements or obligations set forth
on Schedule 4.3 or which, individually or in the aggregate, will
not reasonably be expected to have a Material Adverse Effect, or
(c) require any consent, approval, authorization or permit of or
from, or filing with or notification to, any Governmental Entity,
except (i) pursuant to the Exchange Act, (ii) the filing of
Certificates of Merger pursuant to the GCL, the DGCL and the laws
of any other state, (iii) filings required under the securities
or blue sky laws of the various states, (iv) filings under laws
and regulations of any foreign jurisdictions or regulatory
authorities to which Parent or Purchaser may be subject, or
(v) consents, approvals, authorizations, permits, filings or
notifications which, if not obtained or made will not,
individually or in the aggregate, have a Material Adverse Effect.

4.4 Capitalization. (a) As of the date hereof, the
--------------
authorized capital stock of the Company consists of
(i) 60,000,000 Common Shares (ii) 750,000 voting preferred
shares, without par value, and (iii) 750,000 non-voting preferred
shares, without par value. As of the date hereof, there are
8,656 Common Shares held in the Company's treasury and no Common
Shares held by any subsidiary of the Company. The Company has
issued the Rights pursuant to the Rights Agreement. As of the
date hereof, none of the Rights is presently exercisable and each
Right is presently evidenced only by certificates for Common
Shares and not by any separate certificate representing a Right.

(b) As of the close of business on the business day
immediately prior to the date hereof, 46,958,375 Common Shares
were validly issued and outstanding, fully paid and nonassessable
and not subject to preemptive rights. Upon request by Purchaser

<PAGE>

given to the Company at least 24 hours prior to the consummation
of the Offer, the Company will furnish to Parent and Purchaser
immediately prior to the consummation of the Offer a statement of
the number of issued and outstanding Common Shares certified by
an appropriate officer of the Company.

(c) As of the close of business on the business day
immediately prior to the date hereof, (i) the 1978 Key Personnel
Stock Option Plan provides for the issuance to officers and
employees of the Company or its subsidiaries of Options to
purchase up to 1,800,000 Common Shares, the 1983 Key Personnel
Stock Option Plan provides for the issuance to officers and
employees of the Company or its subsidiaries of Options to
purchase up to 2,600,000 Common Shares, the 1985 Outside
Directors Stock Option Plan provides for the issuance to
directors of the Company of Options to purchase up to 300,000
Common Shares, the 1988 Employee Incentive Plan provides for the
issuance to officers and employees of the Company or its
subsidiaries of up to 4,450,000 Common Shares as Restricted
Shares or pursuant to Options and the 1991 Outside Directors
Stock Option Plan provides for the issuance to directors of the
Company of Options to purchase up to 300,000 Common Shares.
Pursuant to such Plans as of the close of business on the
business day immediately prior to the date hereof (i) Options for
the purchase of 3,603,900 Common Shares, in an exercise price
range of $9.00 to $31.562 per share, and at a weighted average
exercise price of $19.54 per share, were outstanding, and
(ii) 90,107 Restricted Shares were outstanding. The Company's
Associates Discounted Stock Purchase Plan provides for the
issuance of up to 5,700 Common Shares in respect of payroll
deductions made on or prior to April 28, 1995.

(d) Except as set forth in this Section 4.4, there are
no shares of capital stock of the Company authorized, issued or
outstanding and there are no outstanding subscriptions, options,
warrants, rights (other than the Rights), convertible securities
or any other agreements or commitments of any character relating
to the issued or unissued capital stock or other securities of
the Company obligating the Company to issue, deliver or sell, or
cause to be issued, delivered or sold, additional shares of
capital stock of the Company or obligating the Company to grant,
extend or enter into any subscription, option, warrant, right,
convertible security or other similar agreement or commitment.
There are no voting trusts or other agreements or understandings
to which the Company is a party with respect to the voting of the
capital stock of the Company.

(e) The Company is, directly or indirectly, the record
and beneficial owner of all the outstanding shares of capital
stock of each of its subsidiaries, free and clear of any lien,
mortgage, pledge, charge, security interests or encumbrance of
any kind, and there are no irrevocable proxies with respect to

<PAGE>

any such shares (other than any liens, mortgages, pledges,
charges, security interests, encumbrances or irrevocable proxies
provided for in the Revolving Credit Agreement dated as of
February 19, 1992 among the Company, LensCrafters Inc., the banks
listed therein and Wells Fargo Bank, National Association, as
Loan Agent, as amended). There are outstanding (i) no securities
of the Company or any subsidiary convertible into or exchangeable
for shares of capital stock or other voting securities of, or
other ownership interests, in any subsidiary of the Company, and
(ii) no options, warrants, rights or other agreements or
commitments to acquire from the Company or any of its
subsidiaries to issue, any capital stock or voting securities of,
or other ownership interests in, or any securities convertible
into or exchangeable for any capital stock or voting securities
of, or other ownership interests in, any of such subsidiaries,
and no other obligation of the Company or any of such
subsidiaries to grant, extend or enter into any subscription,
warrant, right, convertible or exchangeable security or other
similar agreement or commitment (the items in clauses (i) and
(ii) being referred to collectively as "Subsidiary Securities").
There are no outstanding obligations of the Company or any of its
subsidiaries to repurchase, redeem or otherwise acquire any
outstanding Subsidiary Securities.

4.5 Commission Filings. The Company has heretofore
------------------
filed all reports with the Commission required to be filed
pursuant to the Exchange Act and the rules and regulations
thereunder since January 1, 1994 and has made available to Parent
true and correct copies of all such reports, including without
limitation each registration statement, Current Report on Form
8-K, proxy or information statement, Annual Report on Form 10-K
and Quarterly Report on Form 10-Q filed during such period (in
the case of each such report, including all exhibits thereto)
(the "SEC Documents"). Each SEC Document complied as of its
respective filing date in all material respects with all
applicable requirements of the Exchange Act and the rules and
regulations thereunder. The SEC Documents did not (as of their
respective filing dates) contain any untrue statement of a
material fact required to be stated therein or necessary in order
to make the statements made therein made, in light of the
circumstances under which they were made, not misleading. The
consolidated financial statements of the Company included in the
SEC Documents (including the notes and schedules thereto,
"Company's Financial Statements") comply as to form in all
material respects with applicable accounting requirements and
with the published rules and regulations of the SEC with respect
thereto, have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent
basis during the periods involved (except as may be indicated in
the notes thereto or, in the case of the unaudited statements, as
permitted by Form 10-Q of the SEC) and fairly present in all
material respects (subject, in the case of the unaudited

<PAGE>

statements, to normal audit adjustments) the consolidated
financial position of the Company and its consolidated
Subsidiaries as at the dates thereof and the consolidated results
of their operations and cash flows for the periods then ended.

4.6 Absence of Certain Changes. Except as disclosed
--------------------------
in the SEC Documents or as disclosed to Parent by the Company or
as otherwise publicly disclosed by the Company, in each case,
prior to the execution of this Agreement, since October 31, 1994
there has not been (a) any change in the business, operations,
properties, assets, liabilities or condition (financial or
otherwise) of the Company and its subsidiaries, taken as a whole,
which has resulted in a Material Adverse Effect except for
changes arising out of industry-wide conditions or resulting from
the Offer, this Agreement or the transactions contemplated
hereby, (b) in the case of the Company, any declaration, setting
aside or, payment of any dividend or other distribution with
respect to its capital stock, other than the regular quarterly
cash dividends on Common Shares in the amount of $0.08 per Common
Share, (c) any material change by the Company in accounting
principles or practices, (d) any entry into any agreement,
commitment or transaction by the Company which is material to the
Company and its subsidiaries, taken as a whole, other than in the
ordinary course of business, or (e) any entry into any employment
agreement with, or any increase in the rate or terms of
compensation payable by the Company or any of its subsidiaries to
their respective directors, officers or employees, other than
increases made in the ordinary course of business.

4.7 Employee Benefit Plans. (a) Schedule 4.7
----------------------
contains a complete and accurate list of all existing bonus,
deferred compensation, pension, retirement, profit-sharing,
thrift, savings, employee stock ownership, stock bonus, stock
purchase, restricted stock, stock option, severance, welfare and
fringe benefit plans, employment or severance agreements and all
similar arrangements in which any employee or former employee or
director or former director of the Company or any of its
subsidiaries (the "Employees") participates or to which any such
Employees are a party or which are applicable to any of them (the
"Plans"). The SEC Documents and/or Schedule 4.7 identifies each
such Plan containing a "change of control" provision. Except as
set forth in the SEC Documents and/or on Schedule 4.7, neither
the Company nor any of its subsidiaries has any formal
commitment, whether legally binding or not, to create any
additional Plan or to modify or change in any material respect
any existing Plan that would affect any Employee.

(b) Except as set forth on Schedule 4.7, each Plan has
been operated and administered in accordance with its terms and
with applicable law, including, but not limited to, the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and
the Internal Revenue Code of 1986, as amended (the "Code"). Each

<PAGE>

Plan which is an "employee pension benefit plan" within the
meaning of Section 3(2) of ERISA (a "Pension Plan") and which is
intended to be qualified under Section 401(a) of the Code has
received a favorable determination letter for "TRA" (as defined
in Rev. Proc. 93-39) from the Internal Revenue Service (the
"IRS") or has filed for such a determination letter within the
remedial amendment period. There is no material pending or, to
the best knowledge of the Company, threatened legal action, suit
or claim relating to the Plans. Neither the Company nor any of
its subsidiaries nor any plan trustee employed by the Company or
its subsidiaries has engaged in a transaction with respect to any
Plan that, assuming the taxable period of such transaction
expired as of the date hereof, could subject the Company or any
of its subsidiaries to a tax or penalty imposed by either Section
4975 of the Code or Section 502(i) of ERISA in an amount which
would be material.

(c) No liability under Title IV of ERISA has been or
is expected to be incurred by the Company or any subsidiary with
respect to any ongoing, frozen or terminated "single-employer
plan", within the meaning of Section 4001(a)(15) of ERISA,
currently or formerly maintained by any of them, or any single-
employer plan of any entity (an "ERISA Affiliate") which is
considered one employer with the Company under Section 4001 of
ERISA or Section 414 of the Code (an "ERISA Affiliate Plan").
The Company and its subsidiaries have not incurred and do not
expect to incur any withdrawal liability with respect to a
"multiemployer plan" (within the meaning of Section 3(37) of
ERISA) under Title IV of ERISA (regardless of whether based on
contributions of an ERISA Affiliate) or any material liability in
connection with the reorganization, insolvency or termination of
any multiemployer plan. No notice of a "reportable event,"
within the meaning of Section 4043 of ERISA for which the 30-day
reporting requirement has not been waived, has been required to
be filed for any Pension Plan or by any ERISA Affiliate Plan
within the 12-month period ending on the date hereof. The
Pension Benefit Guaranty Corporation (the "PBGC") has not
instituted proceedings to terminate any Pension Plan or ERISA
Affiliate Plan and no condition exists that presents a material
risk that such proceedings will be instituted.

(d) All contributions required to be made under the
terms of any Plan or ERISA Affiliate Plan have been timely made
or adequate reserves in respect thereof have been established on
the books of the Company. Neither any Pension Plan nor any ERISA
Affiliate Plan has an "accumulated funding deficiency" (whether
or not waived) within the meaning of Section 412 of the Code or
Section 302 of ERISA and all required payments to the PBGC with
respect to each Pension Plan or ERISA Affiliate Plan have been
made on or before their due dates. Neither the Company nor its
subsidiaries has provided, or is required to provide, security to

<PAGE>

any Pension Plan or to any ERISA Affiliate Plan pursuant to
Section 401(a)(29) of the Code.

(e) With respect to each Pension Plan which is a
single-employer plan covered under Title IV of ERISA and each
ERISA Affiliate Plan, as of the last day of the most recent plan
year ended prior to the date hereof, the actuarily determined
present value of all benefit liabilities (as determined on the
basis of the actuarial assumptions contained in the plans' most
recent actuarial valuation) did not exceed the then current value
of the assets of such Plan, and (i) there has not been an adverse
change in the financial condition of such Plan(s) which would
have caused a material change in the funded status of such
Plan(s) and (ii) there have not been amendments to such Plans
that materially increase the present value of such benefit
liabilities under such Plans. The withdrawal liability of the
Company and the subsidiaries under each Plan which is a
multiemployer plan to which the Company, any of its subsidiaries
or an ERISA Affiliate has contributed during the preceding 12
months, determined as if a "complete withdrawal" (within the
meaning of Section 4203 of ERISA) has occurred as of the date
hereof would not be material.

(f) Except as set forth on Schedule 4.7, neither the
Company nor any of its subsidiaries has any obligations to
provide retiree health and life benefits under any Plan, other
than benefits mandated by Section 4980B of the Code. Schedule
4.7 also sets forth the amount of accrued post-retirement
benefits as of the most recent valuation, and there have not been
amendments or other changes that materially increase the amount
of such accrued benefits since the date of such valuation.

(g) To the knowledge of the Company, all Plans
covering foreign Employees comply in all material respects with
applicable local law. The Company and its subsidiaries have no
material unfunded liabilities with respect to any Pension Plan
which covers foreign Employees.

(h) With respect to each Plan, the Company has
provided or made available to Purchaser, if applicable, true and
complete copies of: (s) all Plan documents and all amendments
thereto; (t) all trust instruments and insurance contracts;
(u) the last two Forms 5500 filed with the IRS; (v) the most
recent actuarial report and financial statement; (w) the most
recent summary plan description; (x) any and all forms filed with
the PBGC; (y) the most recent determination letter issued by the
IRS; and (z) any Forms 5310 or 5330 filed with the IRS.

(i) Except as set forth on Schedule 4.7 or in the SEC
Documents, the consummation of the transactions contemplated by
this Agreement will not directly (or indirectly upon a
termination of employment): (i) entitle any Employee to

<PAGE>

severance pay, unemployment compensation or any other payment or
(ii) accelerate the timing of any payment or the vesting of any
rights or increase the amount of any compensation due any
Employee.

(j) The aggregate amount that will be payable upon and
as a result solely of the consummation of the Offer to all
officers, directors, employees and agents of the Company and of
its subsidiaries solely by virtue of the change in control
provisions of the Nonqualified Retirement Plans (as such term is
defined in Schedule 4.7(a)) will not exceed the amount set forth
on Schedule 4.7(j).

4.8 Taxes. The Company and its subsidiaries have
-----
timely filed all material federal, state, local and foreign tax
returns and reports required to be filed by them through the date
hereof and will timely file all material returns and reports
required on or before the Effective Time. Such reports and
returns are and will be true, correct and complete. The Company
and its subsidiaries have paid and discharged all federal, state,
local and material foreign taxes due from them, other than such
taxes that are being contested in good faith by appropriate
proceedings and are adequately reserved as shown in the audited
consolidated balance sheet of the Company dated January 29, 1994
in the SEC Documents (the "Company Balance Sheet") and its most
recent quarterly financial statements. Except as set forth in
Schedule 4.8, neither the IRS nor any other taxing authority or
agency, domestic or foreign, is now asserting or, to the best
knowledge of the Company, threatening to assert against the
Company or any of its subsidiaries any deficiency or claim for
additional taxes or interest thereon or penalties in connection
therewith. The accruals and reserves for taxes (including
interest and penalties, if any, thereon) reflected in the Company
Balance Sheet and the most recent quarterly financial statements
are adequate in accordance with generally accepted accounting
principles. The Company and its subsidiaries have withheld or
collected and paid over to the appropriate governmental
authorities or are properly holding for such payment all material
taxes required by law to be withheld or collected. There are no
liens for taxes upon the assets of the Company or any of its
subsidiaries other than liens for current taxes not yet due and
payable and liens for taxes that are being contested in good
faith by appropriate proceedings. Neither the Company nor any of
its subsidiaries has agreed to or is required to make any
adjustment under Section 481(a) of the Code. Neither the Company
nor any of its subsidiaries has made an election under Section
341(f) of the Code. Except for agreements relating to
acquisitions or dispositions of businesses or equity securities
thereof, there is no contract, agreement or intercompany account
system in existence under which the Company or any of its
subsidiaries has, or to the knowledge of the Company, may have in
the future, an obligation to contribute to the payment of any

<PAGE>

portion of a tax (or pay any amount calculated with reference to
any portion of a tax) of any group of corporations of which the
Company or its subsidiaries is or was a part. Except as set
forth on Schedule 4.8, there are no agreements in effect to
extend the period of limitations for the assessment or collection
of any tax for which the Company or any of its subsidiaries may
be liable.

4.9 Proxy Statement; Schedule 14D-9; Offer Documents.
------------------------------------------------
Neither the Schedule 14D-9 nor any of the information supplied by
the Company or its subsidiaries in writing specifically for
inclusion in the Offer Documents will, at the respective times
the Schedule 14D-9 and the Offer Documents are filed with the
Commission and first published, sent or given to the holders of
Common Shares, contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary in order to make the statements therein made, in light
of the circumstances under which they are made, not misleading.
The Proxy Statement will not, at the date the Proxy Statement is
first mailed to the holders of Common Shares and at the time of
the meeting, if any, of the holders of Common Shares held in
connection with the Merger, contain an untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements
therein made, in light of the circumstances under which they are
made, not misleading or necessary to correct any statements in
any earlier communication with respect to the shareholders'
meeting or the solicitation of proxies therefor which has become
false or misleading. The Schedule 14D-9 complied and the
Schedule 14D-9 and the Proxy Statement, if any, will comply as to
form in all material respects with the applicable requirements of
the Exchange Act and the rules and regulations thereunder. The
Company will promptly correct any information provided by it in
writing specifically for inclusion in the Offer Documents if and
to the extent that such information will have become false or
misleading in any material respect. The Company will promptly
correct any statements in the Schedule 14D-9 and the Proxy
Statement that have become false or misleading and take all steps
necessary to cause such Schedule 14D-9 and Proxy Statement as so
corrected to be filed with the Commission and disseminated to
holders of Common Shares, in each case as and to the extent
required by applicable law. Notwithstanding the foregoing, the
Company makes no representation or warranty with respect to any
information supplied by Parent or Purchaser or any of their
respective affiliates or representatives in writing specifically
for inclusion in the Schedule 14D-9 or the Proxy Statement.

4.10 Vote Required. The affirmative vote of the
-------------
holders of two-thirds of the Common Shares is the only vote of
the holders of any class or series of the Company capital stock
necessary to approve the Merger.

<PAGE>

4.11 831 Proxy Statement. None of the information to
-------------------
be supplied by the Company for inclusion in the 831 Proxy
Statement or in any amendments or supplements thereto which the
Company states in writing is provided expressly for such
inclusion will, at the time of the first mailing thereof or the
831 Meeting, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary in order to make the statements therein made, in light
of the circumstances under which they were made, not misleading.

4.12 Company Notice and Statement. The Company's
----------------------------
notice of the 831 Meeting and the Company's statement
contemplated by Section 1701.831(D)(2) of the GCL, and all
amendments and supplements thereto, complied as to form in all
material respects with the applicable requirements, if any, of
the Exchange Act and the rules and regulations thereunder and did
not, at the date such notice and statement were first mailed to
the Company's shareholders and at the time of the 831 Meeting,
contain any untrue statement of a material fact, except that no
representation is made by the Company with respect to information
supplied by Parent or Purchaser specifically for inclusion in
such notice or statement which Parent or Purchaser stated in
writing was provided expressly for such inclusion.

4.13 Fees. Except for the fees payable to James D.
----
Wolfensohn Incorporated neither the Company nor any of its
subsidiaries has paid or become obligated to pay any fee or
commission to any investment banker, broker, finder or
intermediary in connection with the transactions contemplated
hereby.

4.14 Litigation. Except as disclosed in the SEC
----------
Documents prior to the date hereof, there are no civil, criminal
or administrative actions, suits, claims, hearings,
investigations or proceedings pending or, to the knowledge of the
management of the Company, threatened against the Company or any
of its subsidiaries that, alone or in the aggregate, are
reasonably likely to have a Material Adverse Effect.

4.15 Compliance with Laws. Except as disclosed in the
--------------------
SEC Documents prior to the date hereof, the Company and each of
its subsidiaries is in compliance with all applicable statutes,
regulations, orders of, and all applicable restrictions imposed
by, all governmental bodies, domestic or foreign, in respect of
the conduct of its business and the ownership of its property
(including applicable statutes, regulations, orders and
restrictions relating to environmental standards and controls),
except where the failure to so comply could not reasonably be
expected to have a Material Adverse Effect.

4.16 Rights Agreement. The Board of Directors of the
----------------
Company has taken all necessary action under the Rights Agreement

<PAGE>

so that none of the execution or delivery of this Agreement, the
purchase of Common Shares pursuant to the Offer or the Merger
will cause the Distribution Date (as defined in the Rights
Agreement) to occur or the Rights to become exercisable.

ARTICLE V

COVENANTS
---------

5.1 No Solicitation and Other Actions. (a) Except as
---------------------------------
set forth in subsection (b) of this Section 5.1, neither the
Company nor any of its subsidiaries will, and the Company will
direct and use all reasonable efforts to cause the respective
officers, directors, employees, agents, advisors and other
representatives of the Company or its subsidiaries not to,
directly or indirectly, (i) encourage, solicit, participate in or
initiate any proposals or offers from any person relating to any
Competing Transaction (as hereinafter defined) or (ii) furnish to
any other person any information or access to such information
with respect to, or otherwise concerning, any Competing
Transaction. The Company will immediately cease and cause to be
terminated any existing activities, discussions or negotiations
with any third parties conducted heretofore with respect to any
proposed Competing Transaction. The Company will promptly notify
Parent and Purchaser in the event that any such inquiry, proposal
or offer is received by, any such information is requested from
or any such negotiation or discussion is sought to be initiated
with the Company, and, with respect to any such proposal or
offer, setting forth in reasonable detail the principal terms and
conditions thereof. The Company will also promptly make
available a copy of any acquiring person statement, as defined in
Section 1701.831 of the GCL, delivered to the Company by any
person (other than Parent, Purchaser or any affiliate of either
thereof).

(b) Notwithstanding anything contained in this Section
5.1 or any other provision of this Agreement, the Company will
not be prohibited by this Agreement from (i) furnishing
information to, or entering into discussions or negotiations
with, any person or entity that makes an unsolicited proposal to
acquire the Company pursuant to a merger, consolidation, share
exchange, business combination, sale of all or substantially all
the assets, tender or exchange offer or other similar
transaction, if, and only to the extent (A) a Director Duty
requires it to do so, and (B) that, prior to furnishing such
information to, or entering into discussions or negotiations
with, such person or entity, the Company receives from such
person or entity an executed confidentiality agreement on terms
not more favorable to such person or entity than the terms
contained in the Confidentiality Agreement dated March 31, 1995
among the Company, Purchaser and Luxottica Group (the

<PAGE>

"Confidentiality Agreement"); (ii) complying with Rule 14d-9 or
Rule 14e-2 promulgated under the Exchange Act with regard to a
tender or exchange offer; (iii) making any disclosure to the
Company's shareholders if and to the extent of a Director Duty;
or (iv) failing to make, modifying or amending its
recommendations, consents or approvals referred to in Sections
1.2, 1.4 or 2.2 hereof in accordance with a Director Duty. As
promptly as practicable after the receipt of any executed
confidentiality agreement referred to in clause (i)(B) above, the
Company will deliver a copy thereof to Parent and the Purchaser.

5.2 Interim Operations. During the period from the
------------------
date of this Agreement to the time that the designees of Parent
have been elected to, and constitute at least two-thirds of, the
Board of Directors of the Company pursuant to Section 1.4 hereof
(the "Interim Period"), except (i) as specifically contemplated
by this Agreement, (ii) in connection with the Asset Purchase
Agreement dated as of March 15, 1995 by and among Nine West Group
Inc., Footwear Acquisition Corp. and the Company (the "Nine West
Agreement"), or (iii) as otherwise approved by Parent in a
writing which makes express reference to this Section 5.2:

5.2.1 Conduct of Business. The Company will, and
-------------------
will cause each of its subsidiaries to, conduct their
respective businesses only in, and not take any action
except in, the ordinary and usual course of business or
in accordance with a Director Duty in the event of a
circumstance covered by Section 5.1(b). The Company
will use reasonable efforts to preserve substantially
intact the business organization of the Company and
each of its subsidiaries, to keep substantially
available the services of its and their present
officers and key employees, and to preserve
substantially the goodwill of those having business
relationships with it or its subsidiaries.

5.2.2 Articles and Code of Regulations. The
--------------------------------
Company will not, and will not permit any of its
subsidiaries to, make or propose any change or
amendment to any of their respective articles of
incorporation or codes of regulations (or comparable
governing instruments).

5.2.3 Capital Stock. The Company will not, and
-------------
will not permit any of its subsidiaries to, issue or
sell any shares of capital stock or any other
securities of the Company or any of its subsidiaries or
issue any securities convertible into or exchangeable
for, or options, warrants to purchase, scrip, rights to
subscribe for, calls or commitments of any character
whatsoever relating to, or enter into any contract,
understanding or arrangement with respect to the

<PAGE>

issuance of, any shares of capital stock or any other
securities of the Company or any of its subsidiaries or
enter into any arrangement or contract with respect to
the purchase or voting of shares of their capital
stock, or adjust, split, combine, reclassify, redeem,
purchase or otherwise acquire, directly or indirectly,
any of their capital stock or other securities, or make
any other changes in their capital structures;
provided, however, that the Company may issue Common
Shares as required by any Company Benefit Plan with an
employee stock fund or employee stock ownership plan
feature, consistent with applicable securities laws or
the exercise of options outstanding as of the date of
this Agreement and in accordance with the terms
thereof.

5.2.4 Dividends. The Company will not, and will
---------
not permit any of its subsidiaries to, declare, set
aside, pay or make any dividend or other distribution
or payment (whether in cash, stock or property) with
respect to, or purchase or redeem, any shares of the
capital stock of the Company or any of its subsidiaries
other than (a) regular quarterly cash dividends of
$0.08 per Common Share and (b) dividends paid by its
subsidiaries to the Company with respect to their
capital stock.

5.2.5 Employee Plans; Compensation. Except as
----------------------------
provided in Section 2.6 or 5.8 hereof or this Section
5.2.5 or as set forth on Schedule 4.7, and except for
normal increases in the ordinary course of business
consistent with past practice and that, in the
aggregate, do not result in a material increase in
benefits or compensation expense to the Company or
pursuant to collective bargaining agreements as
presently in effect, the Company will not, and will not
permit any of its subsidiaries to, adopt or amend any
bonus, profit sharing, compensation, severance,
termination, stock option, pension, retirement,
deferred compensation, employment or other employee
benefit agreements, trusts, plans, funds or other
arrangements for the benefit or welfare of any
director, officer or employee that increase in any
manner the compensation, retirement, welfare or fringe
benefits of any director, officer or employee or pay
any benefit not required by any existing plan or
arrangement (including without limitation the granting
of stock options or stock appreciation rights) or take
any action or grant any benefit not expressly required
under the terms of any existing agreements, trusts,
plans, funds or other such arrangements or enter into
any contract, agreement, commitment or arrangement to

<PAGE>

do any of the foregoing; provided, however, that, as
soon as reasonably practicable, the Company will,
subject to the prior approval of Parent, take all
necessary actions to assure that all of the Company
tax-qualified retirement plans which invest in or hold
Common Shares permit the participants in such plans to
direct the trustees of such plans in a timely and
confidential manner whether to tender the Common Shares
allocated to their accounts in such plans.

5.2.6 Loans and Investments. The Company and its
---------------------
subsidiaries will not, except in the ordinary course of
business, (a) make any loans, advances or capital
contributions to, or investments (other than
intercompany accounts and short-term investments
pursuant to customary cash management systems of the
Company in the ordinary course of business and
consistent with past practice) in, any other person
other than such of the foregoing as are made by the
Company to or in a wholly owned subsidiary of the
Company, or (b) incur or assume any indebtedness for
borrowed money; provided that the Company and its
subsidiaries will not incur or assume any indebtedness
for borrowed money which would increase materially the
aggregate principal amount of indebtedness of the
Company and its subsidiaries for borrowed money except
to the extent required for working capital needs and,
in any event, the Company and its subsidiaries may,
with the prior written consent of Parent and Purchaser,
which shall not be unreasonably withheld, refinance any
existing indebtedness for borrowed money.

5.2.7 Board of Directors. The Company will not
------------------
change the number of persons constituting the Board of
Directors of the Company.

5.2.8 Litigation; Settlement of Claims. Except
--------------------------------
with respect to the Ohio Litigation (as hereinafter
defined), neither the Company nor any of its
subsidiaries will settle or compromise any material
claims or litigation or, except in the ordinary course
of business, modify, amend or terminate any of its
material contracts or waive, release or assign any
material rights or claims, or make any payment, direct
or indirect, of any liability of the Company or any
subsidiary before the same becomes due and payable in
accordance with its terms.

5.2.9 Accounting Policies. Neither the Company
-------------------
nor any of its subsidiaries will take any action, other
than reasonable and usual actions in the ordinary
course of business and consistent with past practice

<PAGE>

with respect to accounting policies or procedures
(including tax accounting policies and procedures).

5.2.10 Tax Elections. Neither the Company nor
-------------
any of its subsidiaries will make any tax election or
permit any insurance policy naming it as a beneficiary
or a loss payable payee to be cancelled or terminated
without notice to Parent and Purchaser, except in the
ordinary course of business.

5.2.11 Business Combination. Neither the Company
--------------------
nor any of its subsidiaries will (i) make any
acquisition of, or investment in, assets (in the nature
of the acquisition of a business in its entirety) or
stock of any other person or entity, (ii) merge or
consolidate with any other person or (iii) sell, lease,
encumber, or otherwise dispose of or transfer any
assets constituting a line of business or material
portion thereof.

5.2.12 No Amendment to Rights Agreement. The
--------------------------------
Company will not amend the Rights Agreement, except as
expressly contemplated by this Agreement or in
accordance with a Director Duty; provided that no such
amendment shall adversely affect the benefit to be
afforded to the Offer as a Permitted Offer (as defined
in the Rights Agreement).

5.2.13 Shareholder Meetings. The Company will
--------------------
take no action unless compelled by legal process to
call its annual meeting of shareholders or to call a
special meeting of shareholders of the Company except
in accordance with this Agreement unless and until this
Agreement has been terminated in accordance with its
terms or otherwise if required to do so by a Director
Duty.

5.2.14 No Amendment to Nine West Agreement. The
-----------------------------------
Company will not amend, waive any rights or grant any
consent under, terminate or otherwise modify the Nine
West Agreement (as in effect on the date hereof or as
modified pursuant hereto). The Company will use all
commercially reasonable efforts necessary to permit the
transactions contemplated by the Nine West Agreement to
be consummated for the purchase price specified in the
Nine West Purchase Agreement. In the event that the
closing under the Nine West Agreement occurs prior to
the expiration of this covenant, the Company will not
make any distribution to its shareholders of any of the
purchase price received by the Company in accordance
with such agreement.

<PAGE>

5.2.15 Advertising Agreements. The Company will
----------------------
not replace the advertising services provided pursuant
to the agreements set forth on Schedule 5.2.15 and will
not renew any of such agreements.

5.3 Access and Information. Unless otherwise required
----------------------
in accordance with a Director Duty, from and after the date of
this Agreement, the Company will (and will cause each of its
subsidiaries to) afford to Parent and its subsidiaries' officers,
directors, employees, agents, advisors and other representatives
(including counsel, accountants and other professionals retained
by Parent) such access during normal business hours throughout
the period prior to the Effective Time to the Company's and its
subsidiaries' books, records (including tax returns and work
papers of the Company's independent auditors), properties,
personnel and to such other information, will deliver written
materials, and make copies of such written materials, in any case
as Parent reasonably requests, upon reasonable notice and in such
a manner as will not unreasonably interfere with the conduct of
the business of the Company or any of its subsidiaries. Without
limiting the generality of the foregoing, the information to
which Parent and its subsidiaries' officers, directors,
employees, agents, advisors and other representatives may have
access in accordance with the preceding sentence include (a)
copies of the portions applicable to each of the Company and its
subsidiaries of all income and franchise tax returns and any
amendments thereto filed by or on behalf of the Company or any of
its subsidiaries or any members of a group of corporations
including the Company or (to the extent available to the Company)
any of its subsidiaries for the taxable years ending between 1988
and 1994, (b) the engagement letter between the Company and James
D. Wolfensohn Incorporated pursuant to which fees may be payable
in connection with the transactions contemplated hereby, and (c)
the schedules to the Nine West Agreement. Subject to the
requirements of law, Parent will hold such non-public information
it may acquire in its investigation, whether so obtained before
or after the execution hereof, in accordance with the
Confidentiality Agreement.

5.4 Additional Agreements. Subject to the terms and
---------------------
conditions herein provided and except in accordance with a
Director Duty in the event of a circumstance covered by Section
5.1(b), each of the parties hereto agrees to use its reasonable
best efforts to take promptly, or cause to be taken, all actions
and to do promptly, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by
this Agreement, including using its reasonable best efforts to
obtain all necessary actions or non-actions, extensions, waivers,
consents and approvals from all applicable Governmental Entities,
effecting all necessary registrations and filings and obtaining
any required contractual consents, subject, however, to any

<PAGE>

required vote of the holders of Common Shares. If, at any time
after the Effective Time, the Surviving Corporation considers or
is advised that any deeds, bills of sale, assignments, assurances
or any other actions or things are necessary or desirable to
vest, perfect or confirm of record or otherwise in the Surviving
Corporation its right, title or interest in, to or under any of
the rights, properties or assets of either of the Constituent
Corporations acquired or to be acquired by the Surviving
Corporation as a result of, or in connection with, the Merger or
otherwise to carry out the purposes of this Agreement, the
officers and directors of the Surviving Corporation will be
authorized to execute and deliver, in the name and on behalf of
each of the Constituent Corporations or otherwise, all such
deeds, bills of sale, assignments and assurances and to take and
do, in the name and on behalf of each of the Constituent
Corporations or otherwise, all such other actions and things as
may be necessary or desirable to vest, perfect or confirm any and
all right, title and interest in, to and under such rights,
properties or assets in the Surviving Corporation or otherwise to
carry out the purposes of this Agreement.

5.5 State Takeover Statutes. Unless this Agreement
-----------------------
is earlier terminated in accordance with its terms, the Company
will, upon the request of Purchaser, take all reasonable steps to
(a) exempt the Company, the Offer and the Merger from the
requirements of the GCL, by action of the Company's Board of
Directors or otherwise and (b) assist Purchaser in complying
with, or in challenging the validity or applicability of, any
state takeover law to the Offer or the Merger.

5.6 Proxy Statement. As soon as practicable after
---------------
the consummation of the Offer, the Company will, if required by
applicable law in order to consummate the Merger, prepare the
Proxy Statement, file it with the Commission, and cause it to be
mailed to all holders of record of Common Shares. Parent,
Purchaser and the Company will cooperate with each other in the
preparation of the Proxy Statement; without limiting the
generality of the foregoing, Parent and Purchaser will furnish to
the Company the information relating to Parent and Purchaser
required by the Exchange Act to be set forth in the Proxy
Statement.

5.7 Solicitation of Proxies for 831 Meeting. Parent
---------------------------------------
and Purchaser will use their best efforts to prepare and file
with the Commission a revised 831 Proxy Statement as contemplated
by Section 1.3 as promptly as practicable but in no event later
than five business days after the date hereof, respond to
comments from the Commission, as appropriate, and cause it to be
mailed to all holders of record of Common Shares. Parent,
Purchaser and, subject to any Director Duty, the Company will
cooperate with each other in the preparation of the 831 Proxy
Statement; without limiting the generality of the foregoing, the

<PAGE>

Company will furnish to Parent and Purchaser the information
relating to the Company required by the Exchange Act to be set
forth in the 831 Proxy Statement.

5.8 Indemnification, Insurance and Certain Other
--------------------------------------------
Employee-Related Matters. (a) For six years after the Effective
- ------------------------
Time, Parent will cause the Surviving Corporation to indemnify,
defend and hold harmless the present and former officers,
directors, employees and agents of the Company and its
subsidiaries (each, an "Indemnified Party") after the Effective
Time against all losses, claims, damages or liabilities (whether
or not arising from any third party claims) (including and
collectively, "Losses") arising out of actions or omissions
occurring on, prior to or after the Effective Time (individually
and collectively, "Losses") to the full extent provided under
Ohio law and the Company's Code of Regulations in effect at the
date hereof, including without limitation provisions relating to
advances of expenses incurred in the defense of any action or
suit (including without limitation attorneys' fees of counsel
selected by the Indemnified Party reasonably satisfactory to the
Surviving Corporation); provided that any determination required
to be made with respect to whether an Indemnified Party's conduct
complies with the standards set forth under Ohio law and the
Company's Code of Regulations will be made by independent counsel
selected by the Indemnified Party and reasonably satisfactory to
the Surviving Corporation; and provided further that in the event
of any claim that is asserted or made within such six-year
period, all rights to indemnification in respect of such claim
will continue until final disposition thereof. Any Indemnified
Party wishing to claim indemnification under this Section 5.7(a),
upon learning of any such claim, action, suit, proceeding or
investigation, shall promptly notify Parent thereof. In the
event of any such claim, action, suit, proceeding or
investigation (whether arising before or after the Effective
Time), (i) Parent or the Surviving Corporation shall have the
right from and after the purchase of Common Shares pursuant to
the Offer, to assume the defense thereof and neither Parent nor
the Surviving Corporation shall be liable to such Indemnified
Party for any legal expenses of separate counsel or any other
expenses subsequently incurred by such Indemnified Party in
connection with the defense thereof, except that such Indemnified
Party shall have the right to employ and be reimbursed by Parent
or the Surviving Corporation for the legal expenses of separate
counsel if, under applicable standards of professional conduct
(as advised by counsel to such Indemnified Party) a conflict of
interest on any issue between such Indemnified Party and Parent
or the Surviving Corporation, (ii) the Indemnified Parties will
cooperate in the defense of any such matter and (iii) neither
Parent nor the Surviving Corporation shall be liable for any
settlement effected without Parent's prior written consent; and
provided further that, except with respect to the advancement to
an Indemnified Party of expenses incurred in the defense of any

<PAGE>

action or suit in accordance with the terms of this Section
(subject to reimbursement by such Indemnified Party in the event
of a final determination by a court of competent jurisdiction
that such advances were unlawful and must be reimbursed to Parent
or the Surviving Corporation), neither Parent nor the Surviving
Corporation shall have any obligation hereunder to any
Indemnified Party when and if a court of competent jurisdiction
shall ultimately determine, and such determination shall have
become final, that the indemnification of such Indemnified Party
in the manner contemplated hereby is prohibited by applicable
law.

(b) On or before the business day which is no later
than five business days before the expiration date of the Offer,
Parent will cause there to be in full force and effect from and
after the time Purchaser first accepts for payment Common Shares
pursuant to the Offer for the Company and the Surviving
Corporation a policy or policies of directors' and officers'
liability insurance (the "New Coverage") covering those persons
(the "Insured Persons") who are currently covered on the date of
this Agreement by the Company's directors' and officers'
liability insurance coverage (the "Current Coverage"), which New
Coverage will (i) be in the same form and provide at least the
same coverage and limits, containing terms which are no less
advantageous to the Insured Persons than those provided in the
Current Coverage, (ii) be effective so that there will not result
any gaps or lapses in coverage with respect to matters occurring
prior to the Effective Time, and (iii) with respect to the first
$20,000,000 of coverage, be issued by an insurance carrier or
carriers which are at least as highly rated by A.M. Best & Co. as
Federal Insurance Company. From and after the date of this
Agreement, and so long as Parent is in compliance with this
clause (b), Parent shall have the sole right to seek the New
Coverage and the Company shall not engage in such activity. The
Company and/or the Surviving Corporation shall, regardless of
whether or not the Merger is consummated, and for six years after
the Effective Time maintain in effect the New Coverage; provided,
however, that (A) the Surviving Corporation may substitute for
the New Coverage such policy or policies providing at least the
same coverage and containing terms which are no less advantageous
to the Insured Persons if such substitution is effective so that
there does not result any gaps or lapses in coverage with respect
to matters occurring prior to the Effective Time, and (B) the
insurance carrier or carriers issuing such policy or policies
with respect to the first $20,000,000 of coverage are at least as
highly rated by A.M. Best & Co. as Federal Insurance Company.
Notwithstanding the foregoing, if by the date which is five
business days prior to the expiration date of the Offer Parent
has failed to cause the New Coverage to be in full force and
effect as required in the first sentence of this clause (b),
without waiving any other rights which it may have pursuant to
this Agreement, the Company shall have the right to cause the New

<PAGE>

Coverage to be in full force and effect as provided in the first
sentence of this clause (b).

(c) In the event the Surviving Corporation or any of
its successors or assigns (i) reorganizes or, consolidates with
or merges into any other person or entity and will not be the
continuing or surviving corporation or entity of such
consolidation or merger or (ii) transfers or conveys all or
substantially all of its properties and assets to any person or
entity, then, and in each such case, proper provision will be
made so that the successors and assigns of the Surviving
Corporation assume the obligations set forth in this Section 5.8.

(d) For a period of two years following the Effective
Time, Parent will cause the Surviving Corporation to continue the
(i) employee benefit plans (including without limitation all
employee benefit plans within the meaning of Section 3(3) of
ERISA), practices and policies which provide employee benefits to
officers, directors or employees of the Company or any of its
subsidiaries, and (ii) subject to Section 4.7 hereof,
compensation arrangements, programs and plans providing employee
or executive officer compensation or benefits, to employees of
the Company or any of its subsidiaries; provided, however, that
(A) the Surviving Corporation may replace the Company's Economic
Bridge Program (as such term is defined in Schedule 5.8(d)) with
any other plan or plans providing, in the aggregate, for
comparable compensation or benefits, recognizing all prior
service for eligibility and vesting purposes of the officers,
directors or employees with the Company and any of its
subsidiaries as service under such Plan, (B) the Surviving
Corporation may replace any plan or plans with another plan or
plans providing, in the aggregate, for comparable compensation or
benefits, as the case may be and recognizing all prior service of
the officers, directors or employees with the Company and any of
its subsidiaries as service for purposes of eligibility and
vesting, but not for benefit accrual purposes, under any such
plans; (C) it is understood that neither Parent nor the Surviving
Corporation will have any obligation to continue or provide
comparable benefits for (x) any stock option or other plan
involving the issuance of securities of the Company or any other
company, and (y) the Company's non-qualified deferred
compensation plans (except to the extent of amounts deferred
pursuant to such plan prior to the Effective Time, which amounts
will be administered in accordance with the terms of said plan);
and (D) the expiration of the two year period following the
Effective Time will not affect any rights or obligations under
any such plan, practice policy, arrangement or program.

(e) Parent agrees that the Company will honor and, on
and after the Effective Time, Parent will cause the Surviving
Corporation to honor, without offset, deduction, counterclaims,
interruptions or deferment (other than withholdings under

<PAGE>

applicable law), all employment, severance, termination,
consulting and retirement agreements or arrangements (including
the Company's Economic Bridge Plan) to which the Company or any
of its subsidiaries is presently a party, all of which are
disclosed on Schedule 4.7.

(f) Parent currently intends to cause the Surviving
Corporation to offer employment immediately following the
Effective Time to all employees of the Company and its
subsidiaries on terms and conditions comparable to those
presently in effect at the Company or its subsidiaries. It is
understood and agreed that the foregoing shall not constitute any
commitment, contract, understanding or guarantee (express or
implied) on the part of the Parent or Surviving Corporation of a
post-Effective Time employment relationship of any term or
duration or on any terms other than those the Parent or the
Surviving Corporation may establish; accepted employment with the
Surviving Corporation is "at will" and may be terminated by the
Surviving Corporation at any time for any reason (subject to any
legally binding agreement or an applicable collective bargaining
agreement or any arrangement or commitment identified on Schedule
4.7).

5.9 Notification of Certain Matters. The Company will
-------------------------------
give prompt notice to Parent and Purchaser, and Parent and
Purchaser will give prompt notice to the Company of (a) the
occurrence, or non-occurrence, of any event the occurrence, or
non-occurrence, of which would be likely to cause (i) any
representation or warranty contained in this Agreement to be
untrue or inaccurate in any material respect or (ii) any
covenant, condition or agreement contained in this Agreement not
to be complied with or satisfied in any material respect, and
(b) any failure of the Company or Parent and Purchaser, as the
case may be, to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by it hereunder;
provided, however, that the delivery of any notice pursuant to
this Section 5.9 will not limit or otherwise affect the remedies
available hereunder to the party receiving such notice.

5.10 Compliance with Antitrust Laws. Each of Parent
------------------------------
and the Company will use its best efforts to resolve such
objections, if any, which may be asserted with respect to the
Offer or the Merger under the antitrust laws. In the event a
suit is instituted challenging the Offer or the Merger as
violative of the antitrust laws, each of Parent and the Company
will use their best efforts to resist or resolve such suit.
Parent and the Company will use their best efforts to take such
action as may be required (a) by the Antitrust Division of the
Department of Justice, the Federal Trade Commission, or any
foreign government or agency thereof, in order to resolve such
objections as any of them may have to the Offer or the Merger
under applicable antitrust laws, or (b) by any federal or state

<PAGE>

court of the United States or any comparable court of Canada or
any province thereof, in any suit brought by a private party or
Governmental Entity challenging the Offer or the Merger as
violative of the antitrust laws, in order to avoid the entry of,
or to effect the dissolution of, any injunction, temporary
restraining order or other order which has the effect of
preventing the consummation of the Offer or the Merger.

5.11 Publicity. The initial press release announcing
---------
this Agreement will be a joint press release, to be issued only
with the prior consent of each party, and thereafter the Company
and Parent will consult with each other prior to issuing any
press releases or otherwise making public statements with respect
to the transactions contemplated hereby and in making any filings
with any Governmental Entity or with any national securities
exchange with respect thereto.

5.12 Disposition of Litigation. Each of Parent,
-------------------------
Purchaser and the Company agree, promptly, and in no event later
than two business days after the amendment to the Offer
contemplated hereby (unless this Agreement has been earlier
terminated), to use its best efforts to obtain a dismissal
without prejudice of Luxottica Group S.p.A., et al. v. The United
States Shoe Corporation, et al., Civil Action No. C-2-95-244 (the
"Ohio Litigation") with each party bearing its own costs and
attorneys' fees therefor.

5.13 Proxy Contests. Parent and Purchaser hereby
--------------
agree to withdraw and rescind on behalf of themselves and their
affiliates and shall promptly cause to be withdrawn and rescinded
all notices and the Schedule 14A filed with the Commission, in
each case, relating to the calling of a special meeting for the
removal of the directors of the Company.

ARTICLE VI

CONDITIONS
----------

6.1 Conditions. The obligations of Parent, Purchaser
----------
and the Company to consummate the Merger are subject to the
satisfaction, at or before the Effective Time, of each of the
following conditions, as applicable thereto:

6.1.1 Shareholder Approval. The holders of
--------------------
Common Shares will have duly approved the Merger and
adopted this Agreement, if and as required by
applicable law.

6.1.2 Purchase of Shares. Purchaser will have
------------------
accepted for payment and purchased all Common Shares
validly tendered and not withdrawn pursuant to the

<PAGE>

Offer; provided that this condition will be deemed to
have been satisfied if Purchaser fails to accept for
payment or pay for Common Shares pursuant to the Offer
in breach of the terms hereof or thereof.

6.1.3 Injunctions; Illegality. The consummation
-----------------------
of the Merger will not be prohibited by any order,
injunction, decree or ruling of a court of competent
jurisdiction or any Governmental Entity (each party
agreeing to use its best efforts to rectify any such
occurrence), and there will not have been any action
taken or any statute, rule or regulation enacted,
promulgated or deemed applicable to the Merger by any
Governmental Entity which would prevent the
consummation of the Merger.

ARTICLE VII

MISCELLANEOUS
-------------

7.1 Termination. This Agreement may be terminated and
-----------
the Merger contemplated hereby may be abandoned, notwithstanding
any prior approval hereof or of the Merger by the holders of the
Common Shares, (a) by the mutual consent of the Boards of
Directors of Parent, Purchaser and (by the affirmative vote of a
majority of the Continuing Directors) the Company; (b) by Parent
and Purchaser, on the one hand, or the Company, on the other
hand, if the Offer expires or is terminated or withdrawn without
any Common Shares being purchased thereunder; provided, however,
that the right to terminate this Agreement pursuant to this
Section 7.1(b) will not be available to any party who is (or
would, by virtue of such termination, be) in breach of this
Agreement; (c) by the Company, if Parent or Purchaser breaches
any of the covenants contained in this Agreement, except where
any such breaches (i) would not, individually or in the
aggregate, materially impair or delay the ability of Purchaser to
consummate the Offer or Parent, Purchaser or the Company to
effect the Merger, or (ii) have been caused by or result from a
breach by the Company of any covenant in this Agreement; (d) by
either Parent and Purchaser, on the one hand, or the Company (by
the affirmative vote of a majority of the Continuing Directors),
on the other hand, if the Merger is not consummated prior to the
sixtieth calendar day following the expiration date of the Offer;
provided, however, that the right to terminate this Agreement
under this Section 7.1(d) will not be available to any party
whose failure to fulfill any obligation under this Agreement has
been the cause of, or resulted in, the failure of the Effective
Time to occur on or before such date; (e) by either Parent and
Purchaser, on the one hand, or the Company, on the other hand, if
either one (or any permitted assignee hereunder) is precluded by
an order or injunction (other than an order or injunction issued

<PAGE>

on a preliminary basis) of a court of competent jurisdiction from
consummating the Merger and all means of appeal and all appeals
from such order or injunction have been finally exhausted; and
(f) by either Parent and Purchaser, on the one hand, or the
Company, on the other hand, if the Board of Directors of the
Company (i) shall have withdrawn its recommendation, consent to
or approval of the Offer, the Merger or this Agreement, or (ii)
determined to recommend to holders of the Common Shares or
approve a Competing Transaction in the exercise of its Director
Duty; provided, however, that the Company shall notify Parent and
Purchaser promptly of any determination by its Board of Directors
to recommend such Competing Transaction to the holders of the
Common Shares or to approve such Competing Transaction, which
notice shall in any such event be given: (A) not less than 24
hours prior to the Company's termination of this Agreement under
this clause (ii); and (B) not later than substantially
simultaneously with the first public announcement of such
recommendation or approval. In the event of any termination and
abandonment pursuant to this Section 7.1, no party hereto (or any
of its directors or officers) will have any liability or further
obligation to any other party to this Agreement, except for
obligations under Section 7.10 and pursuant to the
Confidentiality Agreement and except that nothing herein will
relieve any party from liability for any breach of this
Agreement.

7.2 Non-Survival of Representations, Warranties and
-----------------------------------------------
Agreements. The representations and warranties or agreements in
- ----------
this Agreement will terminate at the Effective Time or the
earlier termination of this Agreement pursuant to Section 7.1, as
the case may be; provided, however, that if the Merger is
consummated, Sections 2.4, 2.6, and 5.8 hereof will survive the
Effective Time to the extent contemplated by such Sections; and
provided further, that Sections 1.2(a), (f) and (g), 4.16, 5.2.12
and 7.10 will in all events survive any termination of this Agreement.

7.3 Waiver and Amendment. Subject to the applicable
--------------------
provisions of the GCL, any provision of this Agreement may be
waived at any time by the party which is, or whose shareholders
are, entitled to the benefits thereof, and this Agreement may be
amended or supplemented at any time, provided that no amendment
will be made after any shareholder approval of the Merger which
reduces the Merger Price without further shareholder approval,
and provided further that any action by the Company to waive or
amend any provision of this Agreement will require the approval
of a majority of the Continuing Directors. No such waiver,
amendment or supplement will be effective unless in a writing
which makes express reference to this Section 7.3 and is signed
by the party or parties sought to be bound thereby.

7.4 Entire Agreement. This Agreement, including all
----------------
Schedules and Exhibits hereto, contains the entire agreement

<PAGE>

among Parent, Purchaser and the Company with respect to the
Offer, the Merger and the other transactions contemplated hereby
and thereby, and supersedes all prior agreements among Parent,
Purchaser, and the Company with respect to such matters, except
the Confidentiality Agreement, which will remain in full force
and effect throughout the Interim Period except for paragraph 5
thereof which is superseded hereby.

7.5 Applicable Law. This Agreement will be governed
--------------
by and construed in accordance with the laws of the State of Ohio
applicable to contracts made and to be performed in that State.

7.6 Interpretation. The descriptive headings
--------------
contained herein are for convenience and reference only and will
not affect in any way the meaning or interpretation of this
Agreement.

7.7 Notices. All notices and other communications
-------
hereunder will be in writing and will be given (and will be
deemed to have been duly given upon receipt) by delivery in
person, by telecopy, cable, telegram, telex or other standard
form of telecommunications, or by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:

If to the Company to:
The United States Shoe Corporation
One Eastwood Drive
Cincinnati, Ohio 45227-1197
Attention: James J. Crowe, Esq.
Telecopier: (513) 527-7880

With copies to:
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
Attention: William F. Henze II
Telecopier: (212) 755-7306

If to Parent or Purchaser to:
Avant-Garde Optics, Inc.
44 Harbor Park Drive
Port Washington, New York 11050
Attention: Michael A. Boxer, Esq.
Telecopier: (516) 484-9010

With a copy to:
Winston & Strawn
175 Water Street
New York, New York 10038
Attention: Jonathan Goldstein, Esq.
Telecopier: (212) 858-4700

<PAGE>

or to such other address as any party may have furnished to the
other parties in writing in accordance herewith.

7.8 Counterparts. This Agreement may be executed in
------------
any number of counterparts, each of which will be deemed to be an
original but all of which together will constitute but one
agreement.

7.9 Assignment. Purchaser will have the right (a) to
----------
assign to Parent or any other direct or indirect wholly owned
subsidiary of Luxottica Group any and all rights and obligations
of Purchaser under this Agreement, including without limitation
the right to substitute in its place Parent or such a subsidiary
as one of the constituent corporations in the Merger (such
subsidiary assuming all of the obligations of Purchaser in
connection with the Merger), provided that any such assignment
will not relieve Parent or Purchaser from any of its obligations
hereunder, and (b) to transfer to Parent or to any other direct
or indirect wholly owned subsidiary of Luxottica Group the right
to purchase Common Shares tendered pursuant to the Offer,
provided that any such transfer will not relieve Purchaser from
any of its obligations hereunder.

7.10 Expenses. Whether or not the Merger is
--------
consummated, all costs and expenses incurred in connection with
the Offer, this Agreement and the transactions contemplated
hereby and thereby shall be paid by the party incurring such
expense.

7.11 Obligation of Parent. Whenever this Agreement
--------------------
requires Purchaser or the Surviving Corporation to take any
action, such requirement will be deemed to include an undertaking
on the part of Parent to cause Purchaser or the Surviving
Corporation to take such action.

7.12 Enforcement of the Agreement. The parties hereto
----------------------------
agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties hereto will be entitled
to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions
hereof in the United States District Court for the Southern
District of Ohio, this being in addition to any other remedy to
which they are entitled at law or in equity.

7.13 Certain Definitions. For purposes of this
-------------------
Agreement, the term:

(a) "affiliate" means a person that, directly or
indirectly, through one or more intermediaries,

<PAGE>

controls, is controlled by, or is under common control
with, the first mentioned person;

(b) "beneficial owner" with respect to any of the
Common Shares means, unless otherwise defined herein, a
person who will be deemed to be the beneficial owner of
such shares (i) which such person or any of its
affiliates or associates (as such term is defined in
Rule 12b-2 promulgated under the Exchange Act)
beneficially owns, directly or indirectly, (ii) which
such person or any of its affiliates or associates has,
directly or indirectly, (A) the right to acquire
(whether such right is exercisable immediately or
subject only to the passage of time), pursuant to any
agreement, arrangement or understanding or upon the
exercise of consideration rights, exchange rights,
warrants or options, or otherwise or (B) the right to
vote pursuant to any agreement, arrangement or
understanding or (iii) which are beneficially owned,
directly or indirectly, by any other persons with whom
such person or any of its affiliates or associates, or
any person with whom such person or any of its
affiliates or associates has any agreement, arrangement
or understanding for the purpose of acquiring, holding,
voting or disposing of any shares;

(c) "Competing Transaction" means any of the
following involving the Company or any of it
subsidiaries: (i) any merger, consolidation, share
exchange, business combination or other similar
transaction; (ii) any sale, lease, exchange, transfer
or other disposition of all or a material portion of
the assets of the Company and its subsidiaries, taken
as a whole, in a single transaction or series of
transactions (except in respect of the sale of the
Company's Footwear Group to Footwear Acquisition Corp.,
pursuant to the Nine West Agreement); (iii) any tender
offer or exchange offer for 50% or more of the shares
of capital stock of the Company or the filing of a
registration statement under the Securities Act of 1933
in connection with any such exchange offer;

(d) "control" (including the terms "controlled",
"controlled by" and "under common control with") means
the possession, directly or indirectly or as trustee or
executor, of the power to direct or cause the direction
of the management or policies of a person, whether
through the ownership of stock or as trustee or
executor, by contract or credit arrangement or
otherwise; and

<PAGE>

(e) "subsidiary" or "subsidiaries" of the
Company, Parent or Purchaser, the Surviving Corporation
or any other person means any corporation, partnership,
joint venture or other legal entity of which the
Company, Parent, Purchaser, Surviving Corporation or
such other person, as the case may be (either alone or
through or together with any other subsidiary), owns,
directly or indirectly, 50% or more of the stock or
other equity interests, the holders of which are
generally entitled to vote for the election of the
board of directors or other governing body of such
corporation or other legal entity.

7.14 Severability. If any term or other provision of
------------
this Agreement is invalid, illegal or incapable of being enforced
by any rule of law or public policy, all other terms and
provisions of this Agreement will nevertheless remain in full
force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any
manner adverse to any party hereto. Upon any such determination
that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto will negotiate in good
faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable
manner to the end that the transactions contemplated by this
Agreement are consummated to the extent possible.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.

AVANT-GARDE OPTICS, INC.

By: /s/ Claudio Del Vecchio
---------------------------
Name: Claudio Del Vecchio

LUXOTTICA ACQUISITION CORP.

By: /s/ Claudio Del Vecchio
---------------------------
Name: Claudio Del Vecchio

THE UNITED STATES SHOE
CORPORATION

By:
---------------------------
Name: K. Brent Somers

<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.

AVANT-GARDE OPTICS, INC.

By:
---------------------------
Name: Claudio Del Vecchio

LUXOTTICA ACQUISITION CORP.

By:
---------------------------
Name: Claudio Del Vecchio

THE UNITED STATES SHOE
CORPORATION

By: /s/ K. Brent Somers
---------------------------
Name: K. Brent Somers

<PAGE>

Annex A
-------

Conditions of the Offer. Notwithstanding any other
provision of the Offer, the Purchaser shall not be required to
accept for payment, purchase or pay for any Common Shares
tendered, and (subject to the terms of the Merger Agreement) may
postpone the acceptance for payment, the purchase of, and/or the
payment for, Common Shares, and/or may amend or terminate the
Offer if (i) the number of Common Shares validly tendered and not
withdrawn prior to the expiration date for the Offer, when added
to the Common Shares beneficially owned by the Purchaser and its
affiliates, constitutes less than two-thirds of the Common Shares
outstanding on a fully diluted basis (the "Minimum Share
Condition"); (ii) the acquisition of Common Shares pursuant to
the Offer by the Purchaser shall not have been authorized by the
shareholders of the Company pursuant to Section 1701.831 of the
Ohio Revised Code ("Section 831") at a special meeting of the
holders of the Common Shares duly and validly called and held in
accordance with Section 831 or the Purchaser is not satisfied, in
its sole discretion, that Section 831 is invalid or inapplicable
to the acquisition of Common Shares pursuant to the Offer (the
"Control Share Condition"); or (iii) at any time before
acceptance for payment for any such Common Shares (whether or not
any Common Shares have theretofor been accepted for payment or
paid for pursuant to the Offer), any of the following shall
occur:

(a) there shall have been instituted or be pending any
action or proceeding before any court or governmental,
regulatory or administrative agency, authority or
commission, domestic or foreign, in each case that has a
reasonable likelihood of success, which (i) challenges or
seeks to make illegal, materially delay or otherwise
directly or indirectly restrain or prohibit the Offer or the
Merger or the acquisition by the Purchaser of any Common
Shares, or seeks to obtain any material damages with respect
to the transactions contemplated by the Merger Agreement;
(ii) seeks to prohibit or materially limit the ownership or
operation by Luxottica Group, the Purchaser or their
affiliates of any material portion of the business or assets
of the Company and its subsidiaries, taken as a whole, or to
compel Luxottica Group or the Purchaser or any of their
affiliates to dispose of or hold separate all or any
material portion of the business or assets of the Company
and its subsidiaries, taken as a whole, as a result of the
transactions contemplated by the Merger Agreement; (iii)
seeks to impose material limitations on the ability of
Luxottica Group or the Purchaser or any of their affiliates
to exercise full rights of ownership of the Common Shares,
including without limitation the right to vote any Common
Shares purchased by them on all matters properly presented

<PAGE>

to the shareholders of the Company; or (iv) seeks to prevent
Luxottica Group or the Purchaser or any of their affiliates
from acquiring, or to require divestiture by Luxottica Group
or the Purchaser or any of their affiliates of, any Common
Shares; or

(b) there shall have been any action taken, or any
statute, rule, regulation, judgment, administrative
interpretation, order or injunction enacted, promulgated,
entered, enforced or deemed applicable to the Company or any
affiliate of the Company, or to the Offer or the Merger,
which is reasonably expected to result in any of the
consequences referred to in clauses (i) through (iv) of
paragraph (a) above; or

(c) there shall have occurred and be continuing (i)
any general suspension of, or limitation on prices for,
trading in securities on any national securities exchange or
in the over-the-counter market in the United States, (ii)
the declaration of any banking moratorium or any suspension
of payments in respect of banks or any limitation (whether
or not mandatory) on the extension of credit by lending
institutions in the United States, (iii) the commencement of
a war, material armed hostilities or any other material
international or national calamity involving the United
States, or (iv) in the case of any of the foregoing existing
at the time of the commencement of the Offer, a material
acceleration or worsening thereof; or

(d) any Person, entity or "group" (as such term is
used in Section 13(d)(3) of the Exchange Act) other than
Luxottica Group or any of its affiliates shall have become
the beneficial owner (as that term is used in Rule 13d-3
under the Exchange Act) of more than 20% of the outstanding
Common Shares; or

(e) either (i) the Company shall have breached or
failed to comply in any material respect with any of its
obligations under the Merger Agreement; or (ii) any
representation or warranty of the Company contained in the
Merger Agreement, which is qualified as to materiality,
shall not be true and correct, or any such representation or
warranty that is not so qualified, shall not be true and
correct in any respect which is reasonably likely to have a
material adverse effect on the business, operations,
properties, assets, liabilities or condition (financial or
otherwise) of the Company and its subsidiaries, taken as a
whole, in each case either as of when made or as of such
expiration or proposed termination of the Offer except as to
any representation or warranty which speaks as to a specific
date, which must be untrue or incorrect in the foregoing
respects as of such specific date; or

A-2

<PAGE>

(f) the Merger Agreement shall have been terminated
pursuant to its terms; or

(g) the Board of Directors of the Company shall have
amended, modified or withdrawn its (i) approval of the
transactions contemplated by the Merger Agreement in a
manner satisfying the requirements of paragraph 2(A) of
Article Seventh of the Articles of Incorporation of the
Company, (ii) determination that the Offer and the Merger
are fair to and in the best interests of the Company and its
shareholders, (iii) approval of the Offer, the Merger
Agreement and the Merger, (iv) recommendation that the
holders of Common Shares authorize the purchase of Common
Shares by the Purchaser for purposes of Section 831,
(v) recommendation of acceptance of the Offer, the tender of
Common Shares pursuant to the Offer and approval and
adoption of this Agreement and the Merger by the holders of
Common Shares, (vi) actions taken as contemplated by Section
1704.02(A) of the Ohio Revised Code in order to make Chapter
1704 of the Ohio Revised Code inapplicable to the Merger, or
(vii) determination that the Offer is a Permitted Offer (as
defined in the Rights Agreement) for purposes of the Rights
Agreement (the "Recommendation") or shall have failed to
publicly reconfirm such Recommendation upon the request of
Luxottica Group or the Purchaser, which is reasonable in the
circumstances, or shall have approved or recommended any of
the following involving the Company or any of it
subsidiaries: (A) any merger, consolidation, share
exchange, business combination or other similar transaction;
(B) any sale, lease, exchange, transfer or other disposition
of all or substantially all of the assets of the Company and
its subsidiaries, taken as a whole, in a single transaction
or series of transactions (except in respect of the sale of
the Company's Footwear Group to Footwear Acquisition Corp.,
pursuant to the Asset Purchase Agreement, dated as of March
15, 1995, among the Company, Nine West Group Inc. and
Footwear Acquisition Corp.); or (C) any tender offer or
exchange offer for 50% or more of the shares of capital
stock of the Company or the filing of a registration
statement under the Securities Act of 1933 in connection
with any such exchange offer; or shall have resolved to do
any of the foregoing;

which, in the good faith sole judgment of Luxottica Group or the
Purchaser, in any such case and regardless of the circumstances
giving rise to any such condition, makes it inadvisable to
proceed with the Offer or such acceptance for payment or purchase
of or payment for any of the Shares.

The foregoing conditions are for the sole benefit of
Luxottica Group and the Purchaser. The foregoing conditions,
other than the Minimum Share Condition and the Control Share

A-3

<PAGE>

Condition, may be waived by the Purchaser in whole or in part at
any time and from time to time in its sole judgment. The failure
of Luxottica Group or the Purchaser at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such
right and each such right shall be deemed an ongoing right which
may be asserted at any time and from time to time.

A-4

<PAGE>

GUARANTY
--------

GUARANTY, dated as of April 21, 1995, by Luxottica
Group S.p.A., an Italian corporation (the "Guarantor").

W I T N E S S E T H :

WHEREAS, 100% of the outstanding shares of common stock
of each of Avant-Garde Optics, Inc., a New York corporation, and
Luxottica Acquisition Corp., a Delaware corporation (each a
"Guaranteed Party" and together the "Guaranteed Parties") is
directly or indirectly owned by the Guarantor, and the Guaranteed
Parties are entering into the Agreement and Plan of Merger dated
as of the date hereof (the "Agreement," and, together with the
Offer Documents (as defined in the Agreement), the "Operative
Documents") with The United States Shoe Corporation (the
"Company," and, together with each other person, if any, to whom
a payment or performance obligation is due under any of the
Operative Documents and each Indemnified Party (as defined in the
Agreement) and the permitted successors and assigns of any or all
of the foregoing, a "Beneficiary" and, collectively, the
"Beneficiaries");

WHEREAS, the Guarantor will receive substantial direct
and indirect benefits from the transactions contemplated by the
Operative Documents (which benefits are hereby acknowledged).

NOW, THEREFORE, in consideration of good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Guarantor hereby agrees as follows:

1. Definitions. All capitalized terms used herein
-----------
which are not otherwise defined shall have the meanings
attributed thereto in the Agreement.

2. Guaranty of Obligations. The Guarantor hereby
-----------------------
irrevocably, absolutely and unconditionally guarantees, as
primary obligor and not merely as a surety, to the Beneficiaries,
as their respective interests may appear, (a) the due and
punctual payment by each Guaranteed Party, of any and all amounts
(without duplication) that are or may become due and payable by
such Guaranteed Party to any Beneficiary under any Operative
Document to which such Guaranteed Party is or is to be a party,
and any other agreement or instrument entered into or delivered
in connection with the transactions contemplated by the Operative
Documents whether such obligations now exist or arise hereafter,
as and when the same shall become due and payable in accordance
with the terms thereof, including money damage claims and
collection costs, and (b) the due, prompt and full performance
of, and compliance with, all other obligations, covenants, terms,
conditions, agreements and undertakings of each Guaranteed Party

<PAGE>

to any Beneficiary contained in the Operative Documents to which
such Guaranteed Party is or is to be a party, and any other
agreement or instrument entered into or delivered in connection
with the transactions contemplated by the Operative Documents as
and when performance is required in accordance with the terms
thereof (such obligations referred to in clauses (a) and (b)
above, the "Obligations"). The Guarantor hereby further agrees
that if a Guaranteed Party shall fail to pay or perform when due
any of the Obligations, the Guarantor will promptly pay or
perform the same. All payments by the Guarantor hereunder shall
be made in U.S. Dollars, in the same funds as are required to be
paid by the Guaranteed Party and at the same place as such
payments are required to be made by the Guaranteed Party. This is
a guaranty of payment and performance, not collection.

This Guaranty and all covenants and agreements of the
Guarantor contained herein shall continue in full force and
effect and shall not be discharged until such time as all the
Obligations shall be paid and performed in full and all the
agreements of the Guarantor hereunder shall have been duly
performed. The obligations of the Guarantor under Section 2
hereof shall be automatically reinstated if and to the extent
that for any reason any payment to any Beneficiary by or on
behalf of a Guaranteed Party, in respect of the Obligations is
rescinded or must otherwise be returned by such Beneficiary,
whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and the Guarantor agrees that it
will indemnify each Beneficiary on demand for all reasonable
costs and expenses (including reasonable fees and out-of-pocket
expenses of counsel) incurred by such Beneficiary in connection
with its compliance with or reasonable resistance (if requested
by the Guarantor) to any such rescission or restoration.
Notwithstanding the generality of the foregoing, if any Operative
Document shall be terminated as a result of the rejection or
disaffirmance thereof by any trustee, receiver, liquidator, agent
or other representative of a Guaranteed Party or any of its
respective properties in any assignment for the benefit of
creditors or in any bankruptcy, insolvency, dissolution or
similar proceeding, or the exercise of any of the rights or
remedies under such Operative Document stayed, enjoined or
prohibited in any such assignment or proceeding, the obligations
of the Guarantor hereunder shall continue to the same extent as
if such Operative Document had not been so rejected or
disaffirmed and as if such exercise had not been so stayed,
enjoined and prohibited. The Guarantor shall and does hereby
waive all rights and benefits that might accrue to it by reason
of any such assignment or proceeding, and the Guarantor agrees
that it shall be liable for the full amount of the Obligations,
irrespective of and without regard to any modification,
limitation or discharge of liability of a Guaranteed Party that
may result from or in connection with any such assignment or
proceeding.

<PAGE>

3. Nature of the Guarantor's Obligations. The
-------------------------------------
Guarantor guarantees that the Obligations will be paid and
performed strictly in accordance with the terms of the Operative
Documents, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such
terms or the rights of the Beneficiaries with respect thereto.
The liability of the Guarantor under this Guaranty shall not be
subject to any counterclaim, setoff, deduction, release,
recoupment or defense and shall remain in full force and effect
and shall be irrevocable, absolute and unconditional,
irrespective of any substitution, release or exchange of any
other guarantee of or security for any of the Obligations, and,
to the fullest extent permitted by applicable law, irrespective
of any other circumstances whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety
or guarantor. Without limiting the generality of the foregoing,
it is agreed that the occurrence or existence of any one or more
of the following shall not, to the fullest extent permitted by
applicable law, affect the liability of the Guarantor hereunder:

(i) at any time or from time to time,
without notice to the Guarantor, the time, manner or place for
any performance of or compliance with any of the Obligations
shall be extended, or such performance or compliance shall be
waived;

(ii) any of the acts mentioned in any of the
provisions of any Operative Document shall be done or omitted;

(iii) the maturity of any of the Obligations
shall be accelerated, or any of the Obligations shall be
modified, supplemented, amended, compromised or refinanced in any
respect, or any right under any Operative Document shall be
waived or any other guarantee of any of the Obligations or any
security therefor shall be modified, released or exchanged in
whole or in part or otherwise dealt with;

(iv) the partial payment or performance of
the Obligations (whether as a result of the exercise of any
right, remedy, power or privilege or otherwise, and including the
exercise of rights or remedies under the Operative Documents,
shall be accepted or received (except to the extent of such
partial payment or performance);

(v) any Person shall be released from any
personal liability with respect to all or any part of the
Obligations;

(vi) all or any part of the Obligations or
any collateral on or guarantee of all or any part of the
Obligations shall be settled, compromised, released, liquidated
or enforced upon such terms and in such manner as any Beneficiary
may determine or as applicable law may dictate;

<PAGE>

(vii) any lien granted to, or in favor of, any
Beneficiary as security for any of the Obligations shall be
transferred, abandoned, allowed to lapse or expire, subordinated
or foreclosed or shall fail to be perfected;

(viii) any foreclosure or sale of, or other
election of remedies with respect to, any collateral serving as
security for all or part of the Obligations, even though such
foreclosure, sale or election of remedies may impair the
subrogation rights of the Guarantor or may preclude from
obtaining reimbursement, contribution, indemnification or other
recovery from or any other guarantor of any Obligation or any
other Person;

(ix) any modification, renewal or amendment
of any of the Operative Documents or any agreement, security
document, guarantee, approval, consent or other instrument with
respect to any Obligation in any respect;

(x) any merger or consolidation of, sale of
substantial assets by or other restructuring or termination of
the corporate existence of the Guaranteed Party into or with any
other Person, or any consent thereto;

(xi) any change in the ownership of any of
the partnership interests in the Guaranteed Party;

(xii) any regulatory change or other
governmental action;

(xiii) any legal disability, incapacity or
other similar defense of the Guaranteed Party with respect to the
Obligations (other than payment and performance) or any other
guarantor of any Obligation;

(xiv) the cessation, for any cause whatsoever,
of the liability of a Guaranteed Party (other than, subject to
Section 2 hereof, by reason of the full and final payment and
performance of all Obligations);

(xv) a Guaranteed Party's entering into any
of the Operative Documents being invalid or in excess of the
powers of a Guaranteed Party or of any Person purporting to act
on the Guaranteed Party's behalf;

(xvi) any transfer or assignment of the rights
of a Guaranteed Party pursuant to any of the Operative Documents
or any other agreements, documents or instruments relating to the
transactions contemplated thereby;

(xvii) any bankruptcy, insolvency,
reorganization, arrangement, readjustment, composition,
liquidation or similar proceeding with respect to a Guaranteed
Party or any of their respective properties, or any action taken

<PAGE>

by any trustee or receiver or by any court in any such
proceeding;

(xviii) any exchange, release or non-perfection
of any collateral, or any release or amendment or waiver of or
consent to departure from any other guaranty, for all or any of
the Obligations; or

(xix) any pursuit of or failure by the
Beneficiaries to pursue remedies against a Guaranteed Party or
any other guarantor or any collateral for the Obligations;

4. Waiver. The Guarantor hereby waives expressly and
------
unconditionally (a) acceptance of this Guaranty and proof of
reliance by any Beneficiary hereon, (b) notice of any of the
matters referred to above, (c) all notices that may be required
by statute, rule of law or otherwise, now or hereinafter in
effect, to preserve intact any right against the Guarantor,
including, without limitation, any demand for payment or
performance, diligence, presentment, protest and dishonor, proof
of notice of nonpayment under any Operative Document, and notice
of default or notice of any failure on the part of the Guaranteed
Party to perform and comply with any covenant, agreement, term or
condition of any Operative Document, (d) any requirement of any
Beneficiary to take any action whatsoever to exhaust any remedies
under any Operative Document and (e) any other circumstance
whatsoever that might otherwise constitute a legal or equitable
discharge, release or defense of a guarantor or surety, or that
might otherwise limit recourse against the Guarantor.

5. Waiver of Subrogation. The Guarantor irrevocably
---------------------
waives, disclaims and relinquishes all claims against the
Guaranteed Party or any other guarantor which the Guarantor has
or would have by virtue of having executed this Guaranty or
otherwise, whether at law or in equity, and, specifically
including but not limited to all rights of indemnity,
reimbursement, contribution or exoneration.

6. Rights to Setoff. In addition to all rights to
----------------
setoff against the moneys, securities or other property of the
Guarantor given to Beneficiaries by law, each Beneficiary and
each Affiliate thereof shall have a right of setoff on account of
amounts due by the Guarantor to such Beneficiary against all
moneys, securities and other property of the Guarantor now or
hereafter in the possession of or on deposit with such
Beneficiary or Affiliate, whether held in a general or special
account or deposit, or for safekeeping or otherwise; and every
such right of setoff may be exercised without demand upon or
notice to the Guarantor, except that any Beneficiary exercising
such right of setoff shall promptly after the exercise thereof
give notice thereof to the Guarantor. No right of setoff shall
be deemed to have been waived by any act or conduct on the part
of any Beneficiary or by any neglect to exercise such right of
setoff, or by any delay in so doing; and every right of setoff

<PAGE>

shall continue in full force and effect until specifically waived
or released by an instrument in writing executed by each
Beneficiary.

7. Covenants. The Guarantor hereby agrees and
---------
covenants as follows:

(i) at its own expense promptly and duly to
execute and deliver to each Beneficiary such further documents
and assurances and to take such further action as any Beneficiary
may from time to time reasonably request in order to more
effectively carry out the intent and purpose of this Guaranty and
to establish and protect the rights and remedies created or
intended to be created in favor of the Beneficiaries hereunder;

(ii) this Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time
any payment or discharge of any of the Obligations is rescinded
or must otherwise be returned by the Beneficiaries upon the
insolvency, bankruptcy or reorganization of the Guaranteed Party
or the Guarantor or otherwise, as though such payment or
discharge had not been made;

(iii) the Guarantor shall pay all expenses
incurred by the Beneficiaries in enforcing this Guaranty and the
Obligations (including reasonable legal fees and expenses);

(iv) the Guarantor assumes the responsibility
for being and keeping informed of the financial condition of
Guaranteed Party and of all other circumstances bearing upon the
risk of nonpayment of the Obligations which diligent inquiry
would reveal, and agrees that no Beneficiary shall have the duty
to advise the Guarantor of information known to it regarding such
condition or any such circumstances; and

(v) without the prior written consent of the
Company, the Guarantor will not (u) reduce the number of Common
Shares to be purchased in the Offer, (v) reduce the purchase
price offered pursuant to the Offer, (w) impose conditions to the
Offer in addition to those set forth on Annex A to the Agreement,
(x) change the form of consideration payable in the Offer, (y)
otherwise amend the Offer (other than amendments which are not
adverse to the Company or its shareholders) or (z) extend the
time of the expiration of the Offer if all conditions to the
Offer are then, as provided in the Offer, satisfied or waived.

8. Representations. The Guarantor hereby represents
---------------
and warrants to each Beneficiary as follows:

(i) The Guarantor is a corporation duly
organized, validly existing and in good standing under the laws
of the Republic of Italy and has all requisite corporate power
and authority to own, lease and operate its properties and assets
and to carry on its businesses as they are now being conducted.

<PAGE>

(ii) The Guarantor has the requisite
corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly approved
by the Board of Directors of the Guarantor and its stockholders,
if necessary, and no other corporate proceedings on the part of
the Guarantor are necessary to consummate the transactions so
contemplated. This Agreement has been duly executed and
delivered by the Guarantor and constitutes a valid and binding
obligation of the Guarantor, enforceable against the Guarantor in
accordance with its terms.

(iii) Neither the execution and delivery of
this Guaranty by the Guarantor nor the consummation by the
Guarantor of the transactions contemplated hereby will
(a) conflict with or result in any breach of any provision of its
articles of incorporation or bylaws (or comparable governing
instruments), (b) violate, conflict with, constitute a default
(or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in the creation
of any lien or other encumbrance (except as contemplated by the
financing transaction provided for in the Commitment Letter
referred to in Section 3.4 of the Agreement) upon any of the
properties or assets of the Guarantor or any of its subsidiaries
under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, deed of trust, license, lease
agreement or other instrument or obligation to which the
Guarantor or any such subsidiary is a party or to which they or
any of their respective properties or assets are subject, except
for such violations, conflicts, breaches, defaults, terminations,
accelerations or creations of liens or other encumbrances, which
would not reasonably be expected to have, individually or in the
aggregate, the effect of preventing or materially delaying the
Guarantor from performing its obligations under this Agreement,
or (c) require any consent, approval, authorization or permit of
or from, or filing with or notification to, any court,
governmental authority or other regulatory or administrative
agency or commission, domestic or foreign ("Governmental
Entity"), except consents, approvals, authorizations, permits,
filings or notifications which if not obtained or made would not
reasonably be expected to have, individually or in the aggregate,
the effect of preventing or materially delaying the Guarantor
from performing its obligations under this Guaranty.

9. Assignment. This Guaranty shall be binding upon
----------
the Guarantor and its permitted successors and assigns and shall
inure to the benefit of Beneficiaries and their respective
permitted successors and assigns. Each Beneficiary and its
permitted successors and assigns may assign this Guaranty or any
of its rights and powers hereunder, and in such event the
assignee shall have the same rights and remedies as if originally
named herein in place of such Beneficiary. The Guarantor may not

<PAGE>

assign this Guaranty or any of the rights or powers hereunder
without the prior written consent of the Beneficiaries.

10. Rights to Deal with Guaranteed Party. At any time
------------------------------------
and from time to time, without terminating, affecting or
impairing the validity of this Guaranty or the obligations of the
Guarantor hereunder, any Beneficiary may deal with a Guaranteed
Party in the same manner and as fully as if this Guaranty did not
exist and shall be entitled, among other things, to grant such
Guaranteed Party such extension or extensions of time to perform,
or to waive any obligation of such Guaranteed Party to perform,
any act or acts as may to such Beneficiary be deemed advisable,
and no such waiver or extension shall in any way limit or
otherwise affect any of the Guarantor's obligations hereunder.

11. Currency of Payment. The Guarantor acknowledges
-------------------
and agrees that this is an international transaction in which the
specification of the lawful currency of the United States of
America is of the essence and that the lawful currency of the
United States of America shall be the currency of account in any
and all events and guarantees that the Obligations will be paid
in lawful and available funds strictly in accordance with the
terms and provisions of the Operative Documents, regardless of
any law, regulation or decree now or hereafter in effect that
might in any manner affect the Obligations or the rights of any
Beneficiary with respect thereto as against a Guaranteed Party,
or cause or permit to be invoked any alteration in the time,
amount or manner of payment by a Guaranteed Party of any or all
of the Obligations. The obligation of the Guarantor hereunder to
make payment in the lawful currency of the United States of
America to any Beneficiary shall not be discharged or satisfied
by any tender or recovery pursuant to any judgment or otherwise
expressed in or converted into any other currency except to the
extent that such tender or recovery results in the effective
receipt by such Beneficiary of the full amount in the lawful
currency of the United States of America payable to it under this
Guaranty, and the Guarantor shall indemnify each Beneficiary for
any difference between such full amount and the amount
effectively received by it pursuant to any such tender or
recovery which occurs as a result of costs of converting such
tender or recovery into United States Dollars and differing
exchange rates and costs and reasonable expenses incident
thereto, and such Beneficiary shall have an additional claim
against the Guarantor for the additional amount necessary to
yield the amount of the lawful currency of the United States of
America due and owing to such Beneficiary, which difference the
Guarantor shall promptly pay to such Beneficiary.

12. Addresses for Notices. All notices, demands or
---------------------
other communications to be given or delivered under or by reason
of the provisions of this Guaranty must be in writing and will be
deemed to have been given when delivered personally or sent by
telecopy or four Business Days after being mailed by certified or
registered mail, return receipt requested and postage prepaid, to

<PAGE>

the recipient at the address specified in the Agreement, or, as
to the Guarantor at c/o Avant-Garde Optics, Inc., 44 Harbor Park
Drive, Port Washington, New York 11050 Attention: Michael Boxer,
Esq., telecopy: (516) 484-9010 or as to any party, at such other
address as shall be designated by such party in a written notice
to the other party.

13. No Waiver; Remedies; No Inquiry. No failure on
-------------------------------
the part of any of the Beneficiaries to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The remedies
herein provided are cumulative and not exclusive of any remedies
provided by law, and the rights of each of the Beneficiaries
herein are supplemental to, and not in lieu of, any rights of
each of the Beneficiaries under the Operative Document. It is
not and shall not be necessary for any of the Beneficiaries to
inquire into the powers of a Guaranteed Party or the officers or
agents acting or purporting to act on a Guaranteed Party's behalf
and any Obligations made or created in reliance upon the
professed exercise of such powers shall be governed hereunder.

14. Continuing Guaranty. This Guaranty is a
-------------------
continuing guaranty and shall remain in full force and effect
until payment and performance in full of the Obligations.

15. Amendments, Etc. No amendment or waiver of any
---------------
provision of this Guaranty nor consent to any departure by the
Guarantor therefrom shall in any event be effective unless the
same shall be in writing and signed by each and all of the
Beneficiaries, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for
which given.

16. Governing Law. This Guaranty shall be governed
-------------
by, and construed in accordance with, the laws of the State of
New York (without giving effect to any principles of conflicts of
law).

17. Headings. Headings of the articles and sections
--------
of this Guaranty are inserted for convenience only and shall not
be deemed to constitute a part hereof.

18. Jurisdiction; Service; Etc. The Guarantor hereby
--------------------------
submits to the non-exclusive jurisdiction of the courts of the
State of Ohio located in the County of Hamilton, the federal
courts of the United States of America located in such State and
County in respect to the interpretation and enforcement of the
provisions hereof and of the documents referred to herein, and
hereby waives, and agrees not to assert, as a defense in any
action, suit or proceeding for the interpretation or enforcement
hereof or of any such document, that it is not subject thereto or
that such action, suit or proceeding may not be brought or is not

<PAGE>

maintainable in said courts or that this Guaranty or any of such
documents may not be enforced in or by said courts or that its
property is exempt or immune from execution, that the suit,
action or proceeding is brought in an inconvenient forum, or that
the venue of the suit, action or proceeding is improper. The
Guarantor agrees that service of process may be made upon it by
service upon Avant-Garde Optics, Inc. at 44 Harbor Park Drive,
Port Washington, New York 11050 in any action, suit or proceeding
against the Guarantor with respect to this Guaranty or any of the
documents referred to herein, and hereby irrevocably designates
and appoints the Guaranteed Party as its agent upon which process
may be served in any action, suit or proceeding, it being
understood that such appointment and designation shall become
effective without any further action on the part of the Guarantor
or the Guaranteed Party. Final judgment against the Guarantor in
any action, suit or proceeding shall be conclusive evidence of
the fact and amount of indebtedness arising from such judgment a
certified copy of which shall be conclusive evidence of the fact
and amount of indebtedness arising from such judgment.

19. Severability. Any provision of this Guaranty
------------
which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable law, the Guarantor hereby
waives any provision of law which renders any provision of this
Guaranty prohibited or unenforceable in any respect.

20. Entire Agreement. This Guaranty supersedes any
----------------
prior agreements and understandings between the Guarantor and the
Beneficiaries with respect to the subject matter hereof and is
the complete agreement of the Guarantor and the Beneficiaries
with respect to the subject matter hereof.

21. Payments Free and Clear of Taxes. All payments
--------------------------------
required to be made by the Guarantor hereunder shall be made free
and clear of, and without deduction for, any and all present and
future taxes, withholdings, levies, duties, and other
governmental charges.

22. Commercial Obligations and Sovereign Immunity.
---------------------------------------------
The Guarantor represents and warrants that it is subject to civil
and commercial law with respect to its obligations under this
Guaranty that the making and performance of this Guaranty by the
Guarantor constitute private and commercial acts rather than
governmental or public acts and that neither the Guarantor nor
any of its revenues or assets have any right of immunity in Italy
from suit, court jurisdiction, attachment prior to judgment,
attachment in aid of execution of a judgment, set-off, execution
of a judgment or any other legal process with respect to its
obligations under this Guaranty. To the extent that the

<PAGE>

Guarantor may hereafter be entitled, in any jurisdiction in which
judicial proceedings may at any time be commenced with respect to
this Guaranty (or any judgment entered by any court in respect
thereof), to claim for itself or its revenues or assets any such
immunity, and to the extent that in any such jurisdiction there
may be attributed to the Guarantor such an immunity (whether or
not claimed), the Guarantor hereby waives such immunity and
hereby consents to such proceedings.

23. Arbitration. Any dispute, controversy or claim
-----------
between the Guarantor and any Beneficiary arising out of or
relating to this Guaranty or the execution, interpretation,
validity, performance, breach or termination hereof which is not
finally resolved by the Guarantor and such Beneficiary will be
conclusively settled by arbitration. The Guarantor or such
Beneficiary may initiate arbitration proceedings by filing a
demand for arbitration with the other party and the Cincinnati,
Ohio office of the American Arbitration Association ("AAA"). All
arbitration proceedings will be conducted by a panel of three
arbitrators. The parties to such dispute each will select an
arbitrator and the two arbitrators so chosen will select the
third arbitrator. The third arbitrator will be a member of a
nationally recognized firm of U.S. independent certified public
accountants other than a firm that is then engaged by either of
such parties. The arbitration proceedings will be conducted in
accordance with the rules of the AAA. All arbitration
proceedings will be held in Cincinnati, Ohio. Within a
reasonable period of time following the conclusion of such
proceedings, the arbitration panel will render a written
decision. Decisions of the arbitration panel will be made by a
majority of the panel members. The decision rendered by the
arbitration panel will be final and binding and be enforceable by
appropriate action brought in any state or federal court of
competent jurisdiction.

<PAGE>

IN WITNESS WHEREOF, the Guarantor has caused this
Guaranty to be duly executed and delivered by its officers
thereunto duly authorized as of the date first above written.

LUXOTTICA GROUP S.p.A.

By: /s/ Claudio Del Vecchio
-----------------------------
Name: Claudio Del Vecchio

Exhibit (g)(17)

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION

LUXOTTICA GROUP S.p.A., et al., :
------

Plaintiffs, :

v. : Civil Action No. C-2-95-244

THE UNITED STATES SHOE : Judge Graham
CORPORATION, et al.,
------
:
Defendants.
:

DEFENDANTS' THIRD AMENDED COUNTERCLAIM
--------------------------------------

The Defendants hereby amend their second amended
counterclaim to incorporate all allegations and claims therein
and to add the following Count XV.

COUNT XV
--------

299. On or about April 13, 1995, Luxottica delivered
proxy solicitations to all of the U.S. Shoe shareholders.

300. The purpose of this mailing is to generate support
for a "Yes" vote at the Section 831 meeting to be held on April
21, 1995.

301. The first paragraph of the proxy solicitation
contains a material false and misleading statement. The proxy
material claims: "Unfortunately, under Ohio law, unless the
owners of a majority of the shares present at this important
meeting vote "FOR" the approval of our purchase of shares,
Luxottica may not be able to acquire U.S. Shoe at any price under
our tender offer."

302. This statement falsely and misleading asserts that
Ohio law would preclude Luxottica from changing its $24 per share
price if a "Yes" vote is not obtained on April 21, 1995. This is
not true.

303. The above-described false and misleading statement
violates Sections 14(a) and 14(e) of the Williams Act (15 U.S.C.
78n(a) and (e) as well as Rule 14a-9 promulgated pursuant to
Section 14(a).

WHEREFORE, in addition to the relief already prayed for
in the second amended counterclaim, U.S. Shoe also requests the
following injunctive relief:

<PAGE>

1. Luxottica should be required to mail to U.S. Shoe
shareholders no later than Monday, April 17, 1995, a retraction
of the false and misleading statement cited above. Specifically,
shareholders should be informed that the currently scheduled
Section 831 meeting is a vote on whether to permit a change of
control based on Luxottica's existing Offer to Purchase, and that
a "No" vote would not disable Luxottica in any way from making
another proposal, including one with a higher price or different
terms.

2. Luxottica should be ordered to delete references
in its proxy materials to its ability to amend its offer from
time to time in its discretion, and have such amendments
considered part of the transaction to be considered at the
currently scheduled Section 831 meeting.

3. All proxy cards obtained by Luxottica before April
19, 1995 (the probable effective date of shareholder receipt of
materials mailed on April 17) should be declared void and of no
effect.

Respectively submitted,

/s/ Joseph J. Dehner (by Curtis A. Hansen)
----------------------------
Joseph J. Dehner (0011321)
Trial Attorney for U.S. Shoe
Defendants
2500 PNC Center
201 E. Fifth Street
Cincinnati, Ohio 45202
(513 651-6800

OF COUNSEL:

Michael Yarbrough
Curtis A. Hansen
FROST & JACOBS
10th Floor
One Columbus Center
Columbus, Ohio
614-464-1211

Donald M. Rose
Frederick J. McGavran
Grant S. Cowan
Adam P. Hall
Christopher C. Ehrman
FROST & JACOBS
2500 PNC Center
210 E. Fifth Street
Cincinnati, Ohio 45202
513-651-6800

<PAGE>

CERTIFICATE OF SERVICE
----------------------

I certify that a copy of the foregoing was hand delivered
to Thomas B. Ridgley, attorney for Plaintiffs, 52 E. Gay Street,
Columbus, Ohio, and Daniel A. Malkoff, attorney for State
Defendants, 26th Floor, State Office Tower, Columbus, Ohio 43215
this 17th day of April, 1995.

/s/ Curtis A. Hansen
-------------------------