SECOND AMENDMENT TO

SECOND AMENDMENT TO THE JEFFREY E. EPSTEIN 2001 TRUST ONE I am the Grantor of THE JEFFREY E. EPSTEIN 2001 TRUST ONE ("the trust"). Pursuant to Article FIFTEENTH of the trust, I have the power to amend the trust. I amended the trust on June 27, 2003. I hereby make this SECOND AMENDMENT to the trust as follows: FIRST I hereby delete Article FIRST, paragraph II, subparagraph (a) and substitute the following new subparagraph (a): "(a) Twenty Million Dollars ($20,000,000) shall be distributed to the Trustees of The Jeffrey E. Epstein 2001 Trust Two." SECOND I hereby delete Article FIRST, paragraph II, subparagraph (c) which provides a bequest to JEFFREY A. SCHANTZ or if he is not then living to his then living issue. 3$8394.1 CONFIDENTIAL GJ 000222 SDNY_GM_00007899 EFTA_00 I 20571 EFTA01266322 ---PAGE BREAK--- IN WITNESS WHEREOF, the undersigned has executed this SECOND AMENDMENT on the 3 tq' day of D‘c-t.nick- , 2004. 358394.1 2 CONFIDENTIAL GJ 000223 SDNY_GM_00007900 EFTA_00 I 20572 EFTA01266323 ---PAGE BREAK--- york- rv e On the arc° day of pc-= in the year 2004, before me, the undersigned, personally appeared JEFFREY E. 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 in or the person upon behalf of which the individual acted, executed 'ent. 358394.1 ) ss.: LAUREN J. KWINTNER Notary Public, Slate of New York No. 02KW6016686 Qualified in New York County Commission Expires November 30, 20 CONFIDENTIAL GJ 000224 SDNY_GM_00007901 EFTA 00120573 EFTA01266324