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EXHIBIT 10.4
NIPPON LIFE INSURANCE COMPANY
January 22, 1997
Xx. Xxxxxxx X. Xxxxxx
Vice Chairman and Chief Financial Officer
American Express Company
American Express Tower
World Financial Center
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxx:
We refer to the 1990 Agreement by and between American Express and us,
dated as of June 12, 1990.
We are discussing with Xxxxxx the possibility of Xxxxxx issuing to us
in exchange for our Cumulative Convertible Voting Preferred Stock, Series A
("Series A Preferred Stock") an equal number of shares of a new series of
preferred stock ("New Preferred Stock"). The terms, rights and privileges of the
New Preferred Stock would be identical to the terms, rights and privileges of
the Series A Preferred Stock in all respects except that there would no longer
be any minimum number of shares that must be converted into Xxxxxx common stock
at any one time. Xxxxxx would make a representation to Nippon to the effect that
the New Preferred Stock would be legally and validly issued, free of all liens
and we would place no liens on the New Preferred Stock. Immediately following
this transaction, we would own no shares of Series A Preferred Stock. At the
time of the transaction, the foregoing would be the only change involving our
equity investments in Xxxxxx.
If the transaction described above is completed, the parties agree that
the rights in Section 5.5 and Exhibit 12 of the 1990 Agreement will apply to the
New Preferred Stock to the same extent that they currently apply to the Series A
Preferred Stock. In addition, Section 10.6 of the 1990 Agreement will apply to
the New Preferred Stock. The foregoing is an expression of our mutual intent,
but remains subject to American Express' right to review the final terms of the
New Preferred Stock to ensure that the terms of and the rights provided by the
New Preferred Stock are identical to the terms and rights of the Series A
Preferred Stock except for the minimum conversion requirement.
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Except as described herein, the 1990 Agreement will remain unchanged.
Please confirm the foregoing by signing a counterpart of this letter
and returning it to us, whereupon this letter will become a binding agreement
between American Express and us.
Very truly yours,
Nippon Life Insurance Company
By: /s/Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Chief Representative
Agreed as of the date set forth above:
American Express Company
By: /s/Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman and
Chief Financial Officer
