DRAFT-9/17/2010 WITHOUT PREJUDICE AND FOR SETTLEMENT PURPOSES ONLY SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ("Agreement") is entered into by and among (a) Jeffrey Epstein, Financial Trust Company, Inc. ("FTC") and The C.O.U.Q. Foundation, Inc. ("COUQ", and together with Jeffrey Epstein and FTC, the "Claimants"), and (b) The Bear Steams Companies, Inc. (n/k/a The Bear Stearns Companies LLC), Bear, Steams & Co. Inc. (n/k/a J.P. Morgan Securities LLC) and Bear Steams Asset Management Inc. (collectively, "Bear Steams") and Warren Spector ("Spector" and, together with Bear Stearns, the "Respondents") (each of Claimants and Respondents is hereinafter sometimes referred to as, a "Party", and the Claimants and Respondents arc hereinafter sometimes referred to, collectively, as the "Parties"). RECITALS WHEREAS, FTC invested fifteen million U.S. Dollars ($15,000,000) to purchase interests in Bear Steams High-Grade Structured Credit Strategies, L.P. (the "HG Fund"), WHEREAS, FTC withdrew its investment in the HG Fund and invested $20,155,344 in the Bear Stearns High-Grade Structured Credit Strategics Enhanced Leverage Fund, L.P. (the "EL Fund"); and WHEREAS, FTC invested ten million U.S. Dollars ($10,000,000) and COUQ invested ten million U.S. Dollars ($10,000,000) to purchase interests in Bear Steams Asset Backed Securities Partners, L.P. and Bear Stearns Asset Backed Securities Overseas, Ltd. (the "ABS Fund"); and WHEREAS, the details of Claimants' contributions to the EL Fund and the ABS Fund are set forth in Exhibit A; and CONFIDENTIAL SDNY_GM_00077941 Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00001068 EF1'A_00188409 EFTA01300739