Exhibit 10.4
The St. Xxxxxxxx Seaway Corporation
00 Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
(317) 639-5292
November 13, 2006
Xx. Xxxxxx X. Xxxxx III Xxxxxx Capital
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xxx:
In consideration of your continued service as a director of St. Xxxxxxxx Seaway Corporation, an
Indiana corporation (the "Company"), the Company hereby contractually agrees to provide you with the
indemnification rights currently provided by the Company to its directors, as described in the
Company's articles and bylaws, which are incorporated herein by reference. Notwithstanding any
future amendments to the Company's articles and bylaws, the Company hereby agrees to continue to
provide you with such indemnification rights so long as you serve as a director of the Company, and
after such service is completed, for so long as you are exposed to potential liability by reason of
your service as a director of the Company.
The rights granted to you by the Company in this agreement shall not be deemed exclusive of, or in
limitation of, any rights to which you may be entitled under applicable law, the Company articles
and bylaws, or otherwise.
If this letter confirms your understanding of our agreement, please execute the enclosed counterpart
of this letter and return the executed counterpart to Company counsel.
Very truly yours,
ST. XXXXXXXX SEAWAY CORPORATION
By:/s/ Xxxxxx X. Nir
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Xxxxxx X. Nir, Its President and Treasurer
Accepted and agreed to this 13th day of November, 2006
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/s/ Xxxxxx X. Xxxxx III
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Signature
Xxxxxx X. Xxxxx III
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Print Name
