SOUTHERN TRUST COMPANY, INC. 6100 Red Hook Quarter, B3 St. Thomas, USVI 00802 December 16, 2013 Mortimer B. Zuckerman do Boston Properties 599 Lexington Avenue, Suite 1800 New York, NY 10022 Re: Proprietary Services Dear Mort: Southern Trust Company, Inc., a Virgin Islands corporation ("STC"), has agreed to collaborate with you, Mortimer B. Zuckerman ("Mr. Zuckerman"), using STC's database of financial information, regarding estate planning matters in respect of Mr. Zuckerman's assets and estate ("Estate Planning") and in connection therewith, using that financial database, will provide proprietary services to Mr. Zuckerman consisting of analyzing, evaluating, planning and structuring large discrete issues relating to Mr. Zuckerman's financial estate ("Proprietary Services"). The purpose of this letter agreement (this "Agreement") is to set forth the terms upon which STC will provide Proprietary Services in connection with the implementation of advice derived from that financial database, which shall include Estate Planning, to and for the benefit of Mr. Zuckerman. The Proprietary Services provided to Mr. Zuckerman may also relate to any and all affiliated corporations, trusts, partnerships, limited partnerships, and limited liability companies of, and any other entities affiliated with Mr. Zuckerman, including, without limitation, those relating to the The Daily News, U.S. News & World Report and Boston Properties (collectively, "Affiliates"). 1. SERVICES TO BE PROVIDED. STC, using its database, shall provide to Mr. Zuckerman Proprietary Services deemed appropriate by STC and Mr. Zuckerman for a term commencing on December 16, 2013 and ending on October 15, 2014. 2. FEE. (a) Fee. In consideration for STC's provision of the Proprietary Services, Mr. Zuckerman shall pay to STC a total fee in the amount of Twenty-One Million Dollars ($21,000,000.00) (the "Fee"). (b) Payment of Fee. Mr. Zuckerman shall pay STC the Fee in accordance wit