PWRW&G LLP DRAFT 2/5/13 February 2013 Jeffrey Epstein, President Southern Trust Company, Inc. 6100 Red Hook Quarter, B3 St. Thomas, USVI 00802 [Address] Re: Estate Planning Service Letter Dear Jeffrey: You, on behalf of Southern Trust Company, Inc., a Virgin Islands corporation ("STC") Y-oft-haveve been collaborating with the undersigned, Leon Black ("Mr. Black") and Debra Black (together with Mr. Black, "Mr. and Mrs. Black"), regarding estate planning matters in respect of Mr. and Mrs. Black's respective MfrE44£141/2 -assets and estates (the "Estate Planning"). The purpose of this letter agreement (this "Agreement") is to set forth the terms upon which you, on behalf of STC, yea-will continue to provide and implement services in connection with the Estate Planning to and for the benefit of Mr. and Mrs. Black. The Services you provide to Mr. and Mrs. Black may also relate to their respective heirs, issue, personal representatives, affiliated trusts, partnerships, limited partnerships, and limited liability companies, and any other entities affiliated with either or both of Mr. and Mrs. Black (collectively, "Affiliates")MrrBleek. 1. Services to be Provided. STCY-eu shall provide to Mr. and Mrs. Black Mr. Black services deemed appropriate by yyou and Mr. Black in connection with the Estate Planning (the "Services"). 2. Fees. In consideration for providing the Services, Mr. and Mrs. Black MfrBleek-shall pay to =you a total of twenty-three million five hundred thousand dollars ($23,500,000), due payable as follows: (i) fifteen million dollars ($15,000,000) shall be due and payable oin February 8, 2013ef-the-eelentheyear-404-3-en sush-elay-as-Mfralasle-shall-determine-in-his-sele-cliseretien, and (ii) eight million five hundred thousand dollars ($8,500,000) shall be due and payable on October 15, 2013sush ilay-eseurviug-ift-feurth-quarter-ef-the-eelender-year404-3-es-MfrIlleek-shall-determine4n his-sele-eliseretien; provided, however, tha