PWRW&G LLP DRAFT 2/5/13 February 2013 Jeffrey Epstein [Address] 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. Fees. In consideration for providing the Services, Mr. Black shall pay to you a total of twenty-three million five hundred thousand dollars ($23,500,000), payable as follows: (i) fifteen million dollars ($15,000,000) in February of the calendar year 2013 on such day as Mr. Black shall determine in his sole discretion, and (ii) eight million five hundred thousand dollars ($8,500,000) 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) and (ii) 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. 3. Confidentiality. You agree that any and all information obtained in performing the Services will be held in strictest confidence and will not be used by you or disclosed to any person, except in the course of performing the Services in furtherance of the Estate Planning. 4. Indemnification. Mr. Black agrees to indemnify you and hold you harmless against any and all claims, liabilities, losses, damages and third party expenses arising out of or relating to the Services (except for any claim, liability, loss, damage or expense