SUSMAN GODFREY A RcOisTeRe0 Lewitt, Lin!LiTy PARTHCRSHIP Sun 5100 001 Mom Sntcrr loos Tars 75202-3775 1214) 754-1000 bunt 950 190! Avow. CC The StraS Los Anoints. CAueOrtisA 900674029 €310) 789.3100 Sint 3000 1201 666 ATV.* S1LAIT.X. WASH..YOH 90101.3000 12001510-3880 8TH FLOCS 654 MAINSOH AVOWS Nen YORK, Haw YORK 100054404 1212) 336-8330 HARRY P. BUSMAN D1RZCT Dom. FAX (713) 654 -6686 Deno' Dim. <713) 653-7875 January 21, 2010 Jeffrey Epstein do Darren Indyke 301 East 66th Street, 10B New York, NY 10065 Re: Financial Trust Co., Inc. v. The Bear Stearns Companies, Inc., D. Virgin Islands, C.A. No. 3:09-106 Dear Jeffrey: This Agreement describes the terms and conditions of the relationship between you as client and us as lawyers. Susman Godfrey . ("SG," "we," or "us") (which includes any successor to the partnership of SG) will represent Financial Trust Company, Inc. ("Client" or "you") in Financial Trust Co., Inc. v. The Bear Stearns Companies, Inc., D. Virgin Islands, C.A. No. 3:09-106. If this Agreement is acceptable to you, please sign and return an executed copy to me. We must receive an executed copy of this Agreement and any applicable cost deposit before we can begin this representation. SCOPE OF ENGAGEMENT Subject to the terms and conditions of this Agreement, we will represent Client on the Claims described above. Unless specifically requested by you and agreed to in writing by us, you agree that we do not represent you in any other legal matter. You also agree that we do not represent persons or entities related to Client such as corporate officers, parents, subsidiaries or affiliates unless a separate written engagement agreement exists setting forth the scope, terms and conditions of that separate representation. 1001640v1/011585 EFTA00294809