2-12-13 REVISIONS TO DKI DRAFT OF 2/6/13 February 2013 Jeffrey Epstein, President Southern Trust Company, Inc. 6100 Red Hook Quarter, B3 St. Thomas, USVI 00802 Re: Estate Planning Service Letter Dear Jeffrey: You, on behalf of Southern Trust Company, Inc., a Virgin Islands corporation ("STC"), have been collaborating with the undersigned, Leon Black ("Mr. 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, on behalf of STC, will continue to provide and implement services in connection with the Estate Planning to and for the benefit of Mr. Black. The Services you provide to Mr. Black may also relate to his wife, Mrs. Debra Black, and their children, as well as the respective heirs, issue, personal representatives, and affiliated trusts, partnerships, limited partnerships, and limited liability companies of, and any other entities affiliated with, any of Mr. Black, Mrs. Black or any of their children (collectively, "Affiliates"). 1. Services to be Provided. You, on behalf of STC, 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 STC a total of twenty-three million five hundred thousand dollars ($23,500,000), due and payable as follows: (i) fifteen million dollars ($15,000,000) shall be due and payable on February 2013, and (ii) eight million five hundred thousand dollars ($8,500,000) shall be due and payable [on October 15, 2013] [on such day occurring in fourth quarter of the calendar year 2013 on such day 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 advisor