January 14, 2013 Mr. Jeffrey E. Epstein President Financial Trust Company, Inc. Re: Estate Planning Service Letter Dear Jeffrey: You have been collaborating with the undersigned, Leon Black, regarding estate planning matters in respect of Mr. Black's assets and estate (the "Estate Planning"). The purpose of this letter agreement (this "Agreement") is to set forth the terms upon which you will continue to provide and implement services in connection with the Estate Planning to and for the benefit of Mr. Black. 1. Services to be Provided. You shall provide to Mr. Black services deemed appropriate by you and Mr. Black in connection with the Estate Planning (the "Services"). 2. Req. In consideration for providing the Services, Mr. Black shall pay to you a total of twenty two million five hundred thousand dollars ($22,500,000), payable as follows: (i) five million dollars ($5,000,000) in January of the calendar year 2013 on such day as Mr. Black shall determine in his sole discretion, (ii) ten million dollars ($10,000,000) in February of the calendar year 2013 on such day as Mr. Black shall determine in his sole discretion, and (iii) seven million five hundred thousand dollars ($7,500,000) on such day occurring in fourth quarter of the calendar year 2013 as Mr. Black shall determine in his sole discretion; provided, however, that Mr. Black shall be obligated to make the payments described in clauses (i), (ii), and (iii) only if after consulting with his legal and other advisors, Mr. Black, in his sole discretion, is satisfied with the efficacy of the Estate Planning. Also, in recognition of their mutual interest in the good work the Melanoma Research Alliance does, Mr. Black will make a donation of two million five hundred thousand dollars ($2,500,000) to MRA in honor of Mr. Epstein during the fourth quarter of the calendar year 2013, subject to the same affirmation of efficacy. 3. Confidentiality. You agree that any and all information ob