NON-COMPETITION AGREEMENT

EXHIBIT 10.4

NON-COMPETITION AGREEMENT, dated as of December 17, 2004 (this “Agreement”), between ISPAT INTERNATIONAL N.V., a company organized under the laws of The Netherlands (the “Company”), and Xx. Xxxxxxx X. Xxxxxx (the “Shareholder” and, together with the Company, the “Parties”).

WHEREAS, the Shareholder and certain members of his family are the ultimate beneficial owners of all of the issued and outstanding shares of Richmond Investment Holdings Limited, a company organized under the laws of the British Virgin Islands (“Richmond”);

WHEREAS, the Company and Richmond have entered into an Acquisition Agreement, dated as of October 24, 2004 (the “Acquisition Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Acquisition Agreement), which provides, upon the terms and subject to the conditions thereof, for the acquisition by the Company from Richmond, or such Person as Richmond shall direct, of all of the issued and outstanding share capital of LNM Holdings N.V., a company organized under the laws of The Netherlands Antilles;

WHEREAS, the Acquisition Agreement provides that, as a condition to the Completion, Richmond shall, on or prior to the Completion, have delivered to the Company this Agreement, duly executed by the Shareholder; and

WHEREAS, but for the agreement of Richmond to deliver to the Company, on or prior to the Completion, this Agreement, duly executed by the Shareholder, the Company would not have entered into the Acquisition Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein and in the Acquisition Agreement, and intending to be legally bound hereby, the Shareholder hereby agrees as follows:


	1. Non-Competition. (a) For a period commencing upon the date hereof and expiring June 30, 2007, the Shareholder shall not, without the consent of the Audit Committee of the Company as then constituted, directly or indirectly, acquire an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, shareholder, consultant or otherwise, any Person anywhere in the world that engages in the business of manufacturing, producing or supplying iron ore, coke, iron, steel or iron or steel products (a “Competitor”).

	(b) Notwithstanding the foregoing, (i) the Shareholder shall not be prohibited from lending money to any one borrower up to a maximum amount equal to the lesser of US$20 million and 10 percent of such borrower’s consolidated net worth, (ii) the Shareholder shall not be prohibited from participating in trade and industry associations, (iii) ownership of securities having no more than (A) five percent of the outstanding voting power of any Competitor that is listed on a national securities exchange anywhere in the U.S., Canada or Europe or (B) ten percent of the outstanding voting power of any Competitor that is listed on a national securities exchange anywhere else in the world, shall not be deemed to be in violation of this Section 1 as long as the Shareholder does not have any other connection or relationship with such Competitor, (iv) the Company shall not be deemed to be a Competitor and (v) Pt. Ispat Indo, a company organized under the laws of Indonesia (“Indo”), shall not be deemed to be a Competitor so long as Indo does not (A) own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or become connected with, as a partner, shareholder, consultant or otherwise, any Competitor carrying on business outside Indonesia (provided that Indo may own an equity interest in any joint venture so long as Indo’s direct and indirect equity or partnership interest therein does not exceed 20 percent and is not the largest equity or partnership interest therein) or (B) own, manage or operate any material assets located outside Indonesia and relating to the business of manufacturing, producing or supplying iron ore, coke, iron, steel or iron or steel products.

	(c) The Shareholder acknowledges that this Section 1 constitutes an independent covenant that shall not be affected by performance or nonperformance of any provision of the Acquisition Agreement


	by the Company. The Shareholder has independently consulted with his counsel and after such consultation agrees that the covenants set forth in this Section 1 are reasonable and proper.

	2. Representations and Warranties of the Shareholder. As an inducement to the Company to enter into this Agreement and the Acquisition Agreement, the Shareholder hereby represents and warrants to the Company that this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery hereof by the Company, constitutes the legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms.

	3. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 3):


	if to the Company:

Mittal Steel Company N.V.

15th Floor, Xxxxxxxx 00

0000 XX Xxxxxxxxx

Xxx Xxxxxxxxxxx

Facsimile No.: x00-00-000-0000

Attention: Company Secretary

with a copy to:

Mittal Steel Company N.V.

Berkeley Square House

0xx Xxxxx

Xxxxxxxx Xxxxxx

Xxxxxx X0X 0XX

Xxxxxx Xxxxxxx

Facsimile No.: x00-00-0000-0000

Attention: General Counsel

with a further copy to:

Shearman & Sterling LLP

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

XXX

Facsimile No: x0-000-000-0000

Attention: W. Xxxxxxx Xxxxxxxx

if to the Shareholder:

Xx. Xxxxxxx X. Xxxxxx

c/o LNM Holdings N.V.