TRUST AGREEMENT dated December 21 , 2006 between JEFFREY E. EPSTEIN, as Grantor, and DARREN K. INDYKE and RICHARD KAHN, as Trustees, FIRST Transfer to Trustees The Grantor hereby transfers to the Trustees, IN TRUST, and the Trustees hereby acknowledge receipt of, the property listed in Schedule A hereto. Said property and all investments and reinvestments thereof, and all proceeds thereof which constitute principal, and any property hereafter transferred to the Trust, are hereinafter collectively called "principal." SECOND Definitions Wherever used in this Trust Agreement: A. The word "Trustees" and all references to the Trustees shall mean and refer to the Trustees hereinbefore named and any successor or substitute Trustees or Trustee, as may be acting hereunder from time to time and shall be construed in the masculine, feminine or neuter and in the singular or plural, whichever is consistent with the facts prevailing at any given time. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0079947 CONFIDENTIAL SDNY GM_00226131 EFTA01381160