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FBI VOL00009

EFTA00597963

28 sivua
Sivut 1–20 / 28
Sivu 1 / 28
DRAFT -- 7AI-222/2011 
WITHOUT PREJUDICE AND FOR 
SETTLEMENT PURPOSES ONLY 
SETTLEMENT AGREEMENT AND RELEASE 
This SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is made 
and entered into as of this 
day of JulyAuaust 2011 (the "Effective Date"), by and between (i) 
Financial Trust Company, Inc. ("FTC"), The C.O.U.Q. Foundation, Inc. ("COUQ") and Jeffrey 
Epstein (together, "Claimants") and (ii) The Bear Stearns Companies Inc. (n/k/a The Bear 
Stearns Companies LLC), Bear, Steams & Co. Inc. (n/k/a ■. Morgan Securities LLC) and Bear 
Stearns Asset Management Inc. (together, "Respondents"). 
WHEREAS Claimants made certain investments, directly or indirectly, in (a) one 
or more of Bear Steams High Grade Structured Credit Strategies, ■., Bear Steams High Grade 
Structured Credit Strategies (Overseas), Ltd., Bear Steams High Grade Structured Credit 
Strategies Enhanced Leverage Fund, ■., Bear Steams High Grade Structured Credit Strategies 
Enhanced Leverage (Overseas), Ltd., Bear Stearns High Grade Structured Credit Strategies 
Master Fund, Ltd. and Bear Steams High Grade Structured Credit Strategies Enhanced Leverage 
Master Fund, Ltd. (together, the "HG Funds"), (b) either or both of Bear Stearns Asset Backed 
Securities Partners, ■. and Bear Steams Asset Backed Securities Overseas, Ltd. (together, the 
"ABS Funds") and/or (c) securities (including common stock) issued by The Bear Steams 
Companies Inc. ("BSCI Securities"); and 
WHEREAS there exist certain disputes between Claimants and Respondents 
arising from losses that Claimants allegedly suffered as a result of the investments described 
above (the "Disputes"); and 
WHEREAS certain of the Disputes are the subject of (a) an arbitration that FTC 
and COUQ commenced before FINRA Dispute Resolution, Inc. ("FINRA"), entitled Financial 
2.11.1.47.1Magla 
EFTA00597963
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Trust Company, Inc., et al. v. The Bear Stearns Companies Inc., et at, FINRA-DR Case No. 09-
00979 (the "Arbitration"), and (b) an action that FTC commenced before the United States 
District Court for the District of the Virgin Islands (St. Thomas Division), that was transferred, 
by order of the Judicial Panel on Multidistrict Litigation, to the UntiedUnacd States District 
Court for the Southern District of New York (the "Court"), entitled Financial Trust Company, 
Inc. v. The Bear Stearns Companies Inc., No. 10 Civ. 1226 (RWS) (_.) 
(the "Action"), 
and, by order of the Court, subsequently consolidated under the caption In re The Bear Stearns 
Cos., Inc. Securities Litigation, No. 08 Civ. 2793 (RWS) (M.) 
(the "Consolidated 
Action"); and 
WHEREAS Claimants and Respondents have determined to fully and finally 
resolve all of the Disputes upon the terms and conditions set forth in this Agreement, without 
any admission of liability, and Respondents specifically deny any liability whatsoever, 
NOW, THEREFORE, for and in consideration of the foregoing recitals and the 
mutual covenants contained herein, the adequacy and sufficiency of which are hereby 
acknowledged, Claimants and Respondents (each a "Party" and together, the "Parties") agree as 
follows: 
I. Definition% For purposes of this Agreement: 
1.1 
"Claim" means and includes any and all legal or equitable claims 
(including any complaints, suits, petitions, or statements of claim in arbitration), demands, debts, 
obligations, allegations of wrongdoing or liability (based on any legal or equitable duties or 
obligations, any contracts, agreements or understandings, or any other facts and circumstances) 
and demands for legal, equitable; or administrative remedies or relief (including claims for 
damages, punitive damages, rescission, reformation, restitution, disgorgement, accounting, 
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attorneys' fees or expenses, interest; or costs), whether arising under federal, state, common or 
foreign law (including claims under the Securities Exchange Act of 1934 and/or regulations 
promulgated thereunder), that may or could be asserted in or before any court, arbitration, 
tribunal; g; administrator, or ethefin any legal or equitable proceeding, regardless of whether 
they are known or unknown, foreseen or unforeseen, fixed or contingent, matured or unmatured, 
or liquidated or unliquidated. 
1.2 
"Claimant Released Claims" means and includes all Claims of 
every nature, character and description, known and unknown, that Claimants, or any of them, 
now own or hold, have at any time heretofore owned or held, or may at any time own or hold, by 
reason of, in connection with, relating to or arising out of any act, omission; or thing caused or 
suffered to be done, from the beginning of time through and including the Effective Date, against 
the Respondent Releasees, including Representative Claims and any Claims that any Claimant 
asserted or could have asserted in the Arbitration, the Action; or the Consolidated Action, that in 
any way arise out of, are connected with or relate to: (a) any of the HG Funds or the ABS Funds 
(together, the "Funds"); (b) any BSCI Securities; (c) the Arbitration and/or the allegations 
contained in the Statement of Claim and the Amended Statement of Claim filed therein; (d) the 
Action and/or the allegations contained in the Verified Complaint filed therein; (e) the 
Consolidated Action and/or the allegations contained in the pleadings filed by any party thereto 
and in any other actions consolidated therewith; (f) the Investments; (g) any investment in, 
redemption of, request to redeem, transaction in, or ownership of any interest in any of the 
Funds; (h) the management and/or operation of any of the Funds; (i) any investment in, or 
purchase, sale, or contemplated sale of any BSCI Securities; (j) the ownership at any time of any 
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BSCI Securities; and/or (k) any disclosures, public filings, registration statements, proxy 
statements or other statements by any of the Respondent Releasees. 
1.3 
"Claimant Releasees" means and includes Claimants and each of 
their past, current and future predecessors, successors, assigns, limited and general partners, 
agents, shareholders, members, directors, officers, employees, attorneys, affiliates, parents and 
subsidiaries. 
1.4 
"Investments" means and includes the net capital contributions that 
the Claimants made to the Funds, as set forth on the attached Schedule, and any interest that 
Claimants now hold or ever held, directly or indirectly, in the Funds. 
1.5 
"Representative Claims" means and includes all Claims asserted, 
or that may later be asserted, on behalf of any Claimant (directly or indirectly), any class of 
which any Claimant is a member, or any entity in which any Claimant now holds, or in the past 
held, a direct or indirect equity interest, including without limitation any such claims in 
v. Bear Stearns Asset Management Inc., et at, No. 07 Civ. 11633 (AKH) ( 
); Navigator 
Capital Partners,.. v. Bear Stearns Asset Management Inc., et at, No. 07 Civ. 7783 (AKH) 
(M.); 
and In-re-The-Betti-Stearns-Cos
trersaeettrities-LifigationrNer(18-
-
(athe 
Consolidated Action. 
1.6 
"Respondent Released Claims" means and includes all Claims of 
every nature. character and description, known and unknown, that Respondents-new or any of 
them now own or hold have at any time heretofore owned or held or may at any tithg own or 
hold, by reason of, in connection with, relating to or arising out of 
Consolidated
 act, omission or 
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Fffective Date avinst the Claimant Releasees that in any way arise out of are connected with 
or relate to• (al any of the Funds• (hi any BSCI Securities• (el the Arbitration and/or the 
allegations contained in the Statement of Claim and the Amended Statement of Claim filed 
therein: (d) the Action and/or the allegations contained in the Verified Complaint filed therein; 
(el the Consolidated Action and/or the allegations contained in the pleadings filed by any party 
thereto and in any other actions consolidated therewith: (f) the Investments- (0,,) any investment 
ay redemption of request to redeem transaction in or ownership of any interest in any of the 
Funds• (hl the management and/or operation of any of the Funds• fil any investment in or 
purchase, sale, or contemplated sale of any BSCI Securities; and/or (I) the ownership at any time 
of any BSCI Securities. 
1.7 
"Respondent Releasees" means and includes Respondents, M. 
Morgan Chase & Co., Deloitte & Touche LLP, and each of their past, current and future 
predecessors, successors, assigns, limited and general partners, agents, shareholders, members, 
directors, officers, employees (including:-without-tiolita(ioa7 Michael Alix, James Cayne, Ralph 
R. Cioffi, Jeffrey M. Farber, Alan Greenberg, Raymond McGarrigal, Samuel Molinaro, Alan 
Schwartz, Warren Spector and Matthew M. Tannin), attorneys, accountants, auditors, affiliates, 
parents and subsidiaries. 
2 
Settlement Payment. 
2.1 
In consideration of the dismissal with prejudice of the Arbitration 
and the Action and the releases in favor of the Respondent Releasees by Claimants set forth in 
paragraph 3.1, and in full satisfaction of all Claims asserted and/or held by Claimants against the 
Respondent Releasees, Respondents shall pay the sum of $9,200,000 (the "Settlement Payment") 
to Claimants. Respondents shall make such payment, for the benefit of Claimants by wire 
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transfer of immediately available funds to &ilia- attorney trast/client funds account established 
by SUSfftfift-Getiffey4.1.11-(4Sesinan=)-ftw-the-henefit-ef-GlaimantsParren
 K Indyke PLLC 
("DKr% within 20 business days after the last to occur of (a) the Effective Date, (b) the date on 
which Respondents receive an original Form W-9 from Sasraariard, (c) the date on which all 
Parties have executed this Agreement, (d) the date on which Claimants and their counsel comply 
with their obligations under paragraph 5 and (e) the date on which Claimants' counsel delivers to 
Respondents' counsel an original letter setting forth sufficient wiring instructions for such 
transfer. The completion of such transfer shall be deemed full compliance with Respondents' 
payment obligation under this Agreement. 
2.2 
None of the Respondent Releasees has any knowledge as to the 
manner in which the Settlement Payment will be distributed and/or allocated between and among 
the Claimants and/or their counsel. Accordingly, Claimants acknowledge and agree that, upon 
payment by Respondents of the Settlement Payment in the manner set forth in paragraph 2.1, 
none of the Respondent Releasees shall have any responsibility for, or any liability to any of the 
Claimants with respect to, the distribution and/or allocation of the Settlement Payment between 
and among the Claimants and/or their counsel. 
3. 
Releases and Waivers by the Parties and Spector. 
3.1 
In consideration of the Settlement Payment and the release by 
Respondents provided for in paragraph 3.2, Claimants hereby release and forever discharge the 
Respondent Releasees of and from all Claimant Released Claims, except that nothing in this 
paragraph 3.1 shall release any of the Respondent Releasees from any obligation under this 
Agreement. This release by Claimants shall become effective when Respondents deliver the 
Settlement Payment in accordance with paragraph 2.1. 
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3.2 
In consideration of, among other things, the dismissals provided 
for in paragraph 4 and the release by Claimants provided for in paragraph 3.1, Respondents 
hereby release and forever discharge the Claimant Releasees of and from all Respondent 
Released Claims, except that nothing in this paragraph 3.2 shall release any of the Claimant 
Releasees from any obligation under this Agreement. This release shall become effective when 
the release set forth in paragraph 3.1 becomes effective. 
3.3 
With respect to the releases provided in this Agreement, each Party 
waives and relinquishes all rights and benefits afforded by section 1542 of the California Civil 
Code and all other similar rules, statutes and regulations of any applicable jurisdiction. Section 
1542 of the California Civil Code provides that: 
"A general release does not extend to claims which the creditor 
does not know or suspect to exist in his or her favor at the time of 
executing the release, which if known by him or her must have 
materially affected his or her settlement with the debtor." 
Each Party understands that the facts in respect of which he or it has granted releases pursuant to 
this Agreement may hereafter turn out to be other than or different from the facts in that 
connection now known or believed by each Party to be true; and each Party hereby accepts and 
assumes the risk of the facts turning out to be different and agrees that this Agreement shall be 
and remain in all respects effective and not subject to termination or rescission for any reason, 
including, but not limited to, any such difference in facts. The Parties acknowledge that the 
provisions of this paragraph 3.3 were separately negotiated for, and constitute key elements of 
this Agreement. 
3.4 
$imultaneons with or prior to the delivery of the Settlement 
Payment pursuant to paragraph 2 1 Respondents shall deliver to Claimants a release by Warren 
Spector in favor of the Claimant Releasees in the form annexed hereto as Exhibit C 
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4. 
Dismissal of the Arbitration and the Action. 
Simultaneous with the 
execution of this Agreement, Claimants shall cause their counsel to execute and deliver to 
counsel for Respondents stipulations of dismissal with prejudice, in the forms annexed hereto as 
Exhibits A and B. Immediately after Respondents receive bank confirmation that the Settlement 
payment has been delivered_ i'n accordance withAlteinstmclionsstmnliedby Claimants' counsel_ 
pursuant to paragraph 1.1  Respondents shall execute and file such stipulations with FINRA and 
with the Court immediately-after they have delivered the Settle., 
, c
paritgraph-2
-and—shall—thenand deliver fully-executed (and if reasonably available file-
stampedl copies of such stipulations to counsel for all—pafties—te—the—Achitfatien—antl—the 
AetienClaimantl. 
5. 
Return of Discovery Materials 
5.1 
St-Retufn-ef-Diseevet  
 
Within five business days after 
the Effective Date, Claimants shall cause their counsel to (a) either return to counsel for 
Respondents or destroy all documents in their possession or control that Respondents produced 
in discovery in the Arbitration, the Action and/or the Consolidated Action; and (b) certify in 
writing to counsel for Respondents that they have done so. 
52 
Within five business days after the Effective Date Respondents 
shall cause their counsel to 60 either return to counsel for Claimants or destroy all documents in 
their possession or control that Claimants produced in discovery in the Arbitration the Action 
and/or the Consolidated Action and (b) certify in writinos> counsel for Claimants that they have 
clone so 
6. covenant Not To Sue or Participate in Partnership Actions/Meetings. 
Claimants, on behalf of themselves and the other Claimant Releasees, agree that they will not (a) 
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commence, maintain or participate in any lawsuit, claim, demand; or proceeding in any 
jurisdiction that is based upon or related to (i) the Investments, (ii) Claimants' other investments_ 
prior to the Effective Date if any, in the Funds; or in BSCI Securities, (iii) any act, omission; or 
representation by any of the Respondent Releasees regarding any of the Funds or (iv) any of the 
Claimant Released Claims; or (b) commence, maintain, attend or participate in any meeting of 
the partners or shareholders of any of the Funds organized pursuant to any applicable documents. 
7. 
Assignment. Claimants each assign to BSAM and its successors in interest 
any Claim or other rights of recovery that any of them may have against the Respondent 
Releasees or any other Party, person or entity in any way arising out of, connected with or 
relating to: (a) any of the Funds; (b) the Arbitration and/or the allegations of the Statement of 
Claim or the Amended Statement of Claim filed therein; (c) the Investments; (d) any investment 
in, redemption of, request to redeem, transaction in or ownership of any interest in any of the 
Funds; or (e) the management and/or operation of any of the Funds. Claimants each further 
agree to remit to BSAM or its successor-in-interest, within 10 business days after receipt, any 
money or other consideration that any of them may receive from any bankruptcy court, 
settlement fund, litigation settlement or other source in connection with any of the Investments 
or any other interest in any of the HG Funds. Notwithstanding any other provision of this 
Agreement Claimants do not assign to BSAM any right they may have to receive distributions 
from the trust established in connection with the Iiauidation of the ABS Funds, and shall not be 
required to remit to BSAM or its successor-in-interest any distributions they may receive from 
such trust 
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8. 
Fees and Costs. The Parties shall each bear their own fees and costs incurred 
as against one another in connection with the Arbitration, the Action, the Consolidated Action 
and the negotiation and execution of this Agreement. 
9. No Prior Assignments. 
9.1 
Each of the Parties represents and warrants that it has not assigned 
to any person, partnership, corporation; or other entity any of the Respondent Released Claims or 
the Claimant Released Claims (together, the "Released Claims"). 
9.2 
If any Party, contrary to the representations and warranties in 
paragraph 9.1, either assigned or purported to assign any of the Released Claims on or before the 
Effective Date, such Party shall (a) indemnify and hold harmless all Claimant Releasees and 
Respondent Releasees from any such Released Claims; (b) satisfy any such Released Claims; 
and (c) pay the expenses of investigation, attorneys fees and costs that any of the Claimant 
Releasees or Respondent Releasees actually and reasonably incur in connection with such 
Released Claims. 
9.3 
Claimants each represent and warrant that,. except as indicated on 
the attached Schedule they have not assigned, sold, transferred, pledged or encumbered, or 
purported to assign, sell, transfer, pledge or encumber, in writing or otherwise, any right, title; or 
interest in the Investments to any person or entity. Claimants each further agree that they will 
not assign, sell, transfer, pledge or encumber, or purport to assign, sell, transfer, pledge or 
encumber, in writing or otherwise, any right, tide or interest in the Investments without the prior 
written consent of BSAM or its successor-in-interest. 
10. Denial of Liability. Each Party acknowledges that this Agreement effects a 
settlement of claims that are denied and contested, and that nothing contained herein shall be 
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construed as an admission of liability by or on behalf of any of the Respondent Releasees, by 
whom liability is expressly denied. The Parties have entered into this Agreement solely for the 
purpose of avoiding further costly and time-consuming proceedings. Neither this Agreement, 
nor any of the documents or negotiations pertaining to this Agreement, shall be admissible in any 
judicial, arbitral or other proceedings, except a proceeding to enforce the terms of this 
Agreement. 
11. Representation by Counsel. Each of the Parties acknowledges that he or it 
(a) has been represented by independent legal counsel of his or its own choice throughout the 
negotiations that preceded the execution of this Agreement; (b) has executed this Agreement 
with the consent and on the advice of such independent legal counsel; (c) along with his or its 
counsel has had an adequate opportunity to make whatever investigation or inquiry they may 
deem necessary or desirable in connection with the subject matter of this Agreement prior to the 
execution hereof and the delivery and acceptance of the consideration specified herein; and (d) 
has executed this Agreement voluntarily, knowingly and without coercion. No Party has 
received any promises, representations, inducements or agreements not expressly set forth in this 
Agreement from any other Party hereto with respect to the subject matter of this Agreement, and 
each Party has executed and entered into this Agreement in reliance solely upon bits or its own 
independent investigation and analysis, and investigation and analysis by his or its counsel, of 
the facts and circumstances. 
12. Representations of Authority. Each of the Parties represents and warrants 
that, as of the date on which this Agreement is executed: (a) he or it has the legal power, right 
and actual authority to enter into, and perform all of his or its obligations under, this Agreement 
and any instruments to be executed in connection herewith; (b) all necessary action (corporate, 
, . 1. 1C2-1211122.1 
EFTA00597973
Sivu 12 / 28
trust, partnership or otherwise) has been taken, and all necessary approvals have been obtained, 
in connection with the execution of this Agreement and the instruments to be executed in 
connection herewith and the consummation of the transactions contemplated hereby; and (c) he 
or it has the legal power, right and actual authority to be bound by the terms and conditions of 
this Agreement and any instruments to be executed in connection herewith. 
13. Authority of Representative Signatories. Each person or entity that executes 
this Agreement on behalf of or for the benefit of any other person or entity hereby represents and 
warrants that he/she/it has all necessary authority to do so. 
14. Forbearance. The Parties agree they will forever refrain and forbear from 
commencing, instituting or prosecuting any lawsuit, action or other proceeding against any of the 
Claimant Releasees or Respondent Releasees based on, arising out of; or in connection with any 
of the Released Claims. 
15. Binding on Successors 
15.1 
This Agreement shall be binding upon Claimants and Respondents, 
and each of their respective heirs, representatives and successors. All of the covenants and 
agreements herein contained in favor of the Respondent Releasees are for the express benefit of 
each and all of the Respondent Releasees. All of the covenants and agreements herein contained 
in favor of the Claimant Releasees or are for the express benefit of each and all of the Claimant 
Releasees. 
15.2 
The Parties shall not assign, or purport to assign, to any person, 
partnership, corporation or other entity, any Released Claims or any obligation relating to any 
Released Claims. 
16. Other Provisions 
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16.1 
Waiver. The failure to enforce at any time any of the provisions of 
this Agreement or to require at any time performance by another Party of any of the provisions 
hereof shall in no way be construed to be a waiver of said provision or to affect either the 
validity of this Agreement, or any part hereof, or the right of any Party thereafter to enforce each 
and every such provision in accordance with the terms of this Agreement. Any waiver of any 
condition in, or breach of, this Agreement in a particular instance shall not operate as a waiver of 
other or subsequent conditions or breaches of the same or a different kind. The Parties' exercise 
or failure to exercise any rights under this Agreement in a particular instance shall not operate as 
a waiver of their right to exercise the same or different rights in subsequent instances. 
16.2 
Modifications. 
No modification or amendment of any of the 
provisions of this Agreement shall be effective unless set forth in a writing signed by all Parties. 
None of the provisions of this Agreement may be waived, except by an instrument in writing 
signed by a duly authorized representative of the Party against which enforcement of such 
waiver is sought. 
16.3 
Other Instructions. The Parties agree toEarh Party agrees that it 
will. upon the request of any other Party execute any instruments or documents in addition to 
this Agreement and the Exhibits hereto that are eequieed—in—eedeerrasonaklyssassaa to 
effectuate the terms, conditions, purposes and objectives of this Agreement. 
16.4 
Captions. The captions of the various paragraphs herein are for 
convenience only, and none of them is intended to be any part of the body or text of this 
Agreement, nor is intended to be referred to in construing any of the provisions hereof. 
16.5 
Interpretation. 
This Agreement is the product of arms-length 
negotiations between the Parties, and all Parties have contributed substantially and materially to 
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its preparation. No Party shall be deemed to be the drafter of this Agreement, and no provision 
of this Agreement shall be construed against any Party by reason of such Party being, or being 
deemed to be, the drafter. 
16.6 
Confidentiality. The Parties agree to keep strictly confidential the 
terms of this Agreement, and all documents, discussions and negotiations relating thereto. The 
Parties shall not disclose the terms of this Agreement, or any documents or negotiations relating 
thereto, to any person or entity, except that each Party may disclose this Agreement (a) to any of 
his or its counsel, tax advisers, insurers, accountants or auditors who agree to be bound by this 
paragraph 16.6, (b) in response to the lawful process of any judicial or other regulatory or 
governmental authority, or as required by law, or (c) to enforce the provisions of this Agreement. 
16.7 
Counterparts. This Agreement may be executed in any number of 
counterparts, each of which shall be deemed an original and all of which taken together shall 
constitute one and the same instrument. Signatures delivered by facsimile or other electronic 
means shall be effective as originals. 
16.8 
Jurisdiction, Venue and Service of Process. The Parties agree that 
any action seeking to enforce any provision in this Agreement shall be brought, if at all, only in a 
state or federal court situated in the Borough of Manhattan, New York, and the Parties 
irrevocably submit to the exclusive jurisdiction of those courts for the purpose of any such 
action. Claimants agree that, in addition to any other means authorized by law, service of 
process may be made upon them in any such action by first-class mail or by overnight courier, at 
the addresses they provided in the subscription documents they submitted when they invested in 
the Funds. 
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16.9 
Number and Gender. 
Whenever the singular number is used 
herein and when required by the context, the same shall include the plural, and the masculine, 
feminine and neuter genders shall each include the others, and the word "person" shall include 
corporation, firm, partnership, joint venture, trust or estate. 
16.10 Governing Law. 
This Agreement and any claims or disputes 
arising hereunder shall be governed by and interpreted in accordance with the internal laws of 
the State of New York, without regard to principles of conflict of laws, except to the extent that 
federal law requires that federal law govern. 
16.11 Evidentiary Rules. The Parties agree that the protections afforded 
compromises and offers to compromise by Rule 408 of the Federal Rules of Evidence and 
analogous principles of state law apply to this Agreement, all written and oral negotiations that 
preceded the execution of this Agreement and all written and oral communications concerning 
this Agreement and/or its implementation. 
16.12 No Third Party Beneficiaries. Except as expressly provided in this 
Agreement, this Agreement does not create, and shall not be construed as creating, any rights 
enforceable by any person, partnership, corporation or other entity not a signatory this 
Agreement. 
Notwithstanding the preceding sentence, all of the Claimant Releasees and 
Respondent Releasees who are not Parties shall be deemed third-party beneficiaries of this 
Agreement to the extent it provides for release of any Claims against them. 
17. Entire Agreement. This Agreement, including the Exhibits and Schedule 
hereto, set forth the entire agreement kietweenalilimg the Parties with regard to the subject matter 
hereof. All agreements, covenants, representations and warranties, express or implied, oral or 
written, of the Parties with regard to the subject matter hereof are contained herein and in the 
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Exhibits and Schedule hereto. No other agreements, covenants, representations or warranties, 
express or implied, oral or written, have been made by any Party to any other Party with respect 
to the subject matter of this Agreement. 
All prior and contemporaneous conversations, 
negotiations, possible and alleged agreements and representations, covenants and warranties with 
respect to the subject matter hereof are waived, merged hcrein and thereirkinto this Agreement 
and the Exhibits and Schedule hereto and superseded 
Eby those toc
c
This is an integrated agreement. 
[Signatures Appear on the Following Page] 
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed 
as of the Effective Date. 
The Bear Steams Companies Inc. (n/k/a The Bear, Steams & Co. Inc. (n/k/a M. Morgan 
Bear Stearns Companies LLC) 
Securities LLC) 
By: 
 
By: 
Name: 
Name: 
Title: 
Title: 
Bear Stearns Asset Management Inc. 
Financial Trust Company, Inc. 
By: 
 
By: 
Name: 
Name: 
Title: 
Title: 
The C.O.U.Q. Foundation, Inc. 
Jeffrey Epstein 
By: 
Name: 
Title: 
KL32*,11C7-lialiaaa 
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Acknowledgement 
(The Bear Steams Companies Inc.) 
STATE OF NEW YORK ) 
: ss. 
COUNTY OF 
On IttlyAugust 
, 2011, before me, the undersigned, personally appeared 
 
 personally known to me or proved to me on the basis of satisfactory 
evidence to be the individual whose name is subscribed to the within instrument and 
acknowledged to me that he executed the same in his capacity and that by his signature on the 
instrument, the individual, or the person upon behalf of which the individual acted, executed the 
instrument. 
Notary Public 
Acknowledgement 
(Bear. Steams & Co. Inc.) 
STATE OF NEW YORK ) 
: ss. 
COUNTY OF 
On JelyAugust 
, 2011, before me, the undersigned, personally appeared 
 
 personally known to me or proved to me on the basis of satisfactory 
evidence to be the individual whose name is subscribed to the within instrument and 
acknowledged to me that he executed the same in his capacity and that by his signature on the 
instrument, the individual, or the person upon behalf of which the individual acted, executed the 
instrument. 
Notary Public 
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Acknowledgement 
(Bear Steams Asset Management Inc.) 
STATE OF NEW YORK ) 
: ss. 
COUNTY OF 
On IttlyAugust 
, 2011, before me, the undersigned, personally appeared 
 
 personally known to me or proved to me on the basis of satisfactory 
evidence to be the individual whose name is subscribed to the within instrument and 
acknowledged to me that he executed the same in his capacity and that by his signature on the 
instrument, the individual, or the person upon behalf of which the individual acted, executed the 
instrument. 
Notary Public 
Acknowledgement 
(Financial Trust Company, Inc.) 
STATE OF 
: ss. 
COUNTY OF 
On IttlyAugust 
, 2011, before me, the undersigned, personally appeared 
 
 personally known to me or proved to me on the basis of satisfactory 
evidence to be the individual whose name is subscribed to the within instrument and 
acknowledged to me that he executed the same in his capacity and that by his signature on the 
instrument, the individual, or the person upon behalf of which the individual acted, executed the 
instrument. 
Notary Public 
-19-
KL32.11‘7.3agaaa 
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Acknowledgement 
(The C.O.U.Q. Foundation. Inc.) 
STATE OF 
COUNTY OF 
: SS. 
On Jitlyikugust 
, 2011, before me, the undersigned, personally appeared 
 
 personally known to me or proved to me on the basis of satisfactory 
evidence to be the individual whose name is subscribed to the within instrument and 
acknowledged to me that he executed the same in his capacity and that by his signature on the 
instrument, the individual, or the person upon behalf of which the individual acted, executed the 
instrument. 
Notary Public 
STATE OF 
COUNTY OF 
: SS. 
Acknowledgement 
(Jeffrey Epstein) 
On Jelytagai 
2011, before me, the undersigned, personally appeared Jeffrey 
Epstein, personally known to me or proved to me on the basis of satisfactory evidence to be the 
individual whose name is subscribed to the within instrument and acknowledged to me that he 
executed the same in his capacity and that by his signature on the instrument, the individual, or 
the person upon behalf of which the individual acted, executed the instrument. 
Notary Public 
-20-
KL3 , . 1. 1C7.1211112.1 
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