SECOND AMENDMENT TO RESTATED TRUST

SECOND AMENDMENT TO RESTATED TRUST THE JEFFREY E. EPSTEIN 2001 TRUST TWO I am the Grantor of THE JEFFREY E. EPSTEIN 2001 TRUST TWO ("the trust"). Pursuant to Article TWELFTH of the trust, I have the power to amend the trust. The trust was amended and restated on March 8, 2002 and was further amended on January 13, 2004. I hereby make this SECOND AMENDMENT to the Restated Trust as follows: FIRST I hereby delete Article FIRST of the trust and substitute in its place the following new Article FIRST: "FIRST The Trustees shall retain such property, IN TRUST, for the following purposes: (a) During the life of the Grantor, to pay any part or all of the income from such property and such sums from any part or all of the principal of the trust as the Trustees, in their discretion, from time to time determine for any reason whatsoever to, for, or on behalf of the Grantor. Any income not so paid shall annually be added to the principal. 358398.1 CONFIDENTIAL GJ 000283 SDNY_GM_00007960 EFTA_00 120632 EFTA01266346 ---PAGE BREAK--- (b) On the death of the Grantor, the remaining income and principal of the trust, including any property received by this trust as a result of the Grantor's death pursuant to his will or otherwise shall be distributed as follows: 358398.1 Two Million Dollars ($2,000,000) to if she is then living. Two Million Dollars ($2,000,000) to if she is then living. Two Million Dollars ($2,000,000) to JEAN LUC BRUNEL, if he is then living. One Million Dollars ($1,000,000) to if she is then living. One Million Dollars ($1,000,000) to if she is then living. One Million Dollars ($1,000,000) to if she is then living. One Million Dollars ($1,000,000) to LESLEY KATHERINE GROFF, if she is then living. One Million Dollars ($1,000,000) in equal shares to LUCIANO FONTANILLO and ROSALYN FONTANILLO if they are both then living or all to the survivor if only one of them is then living. (ix) Any remaining balance shall be distributed to the Grantor's estate. 2 CONFIDENTIAL GJ 000284 SDNY_GM_00007961 EFTA_00 I 20633 EFTA01266347 ---PAGE BREAK--- IN WITNESS WHEREOF, the undersigned has executed this SECOND AMENDMENT on the J I'd day of , 2004. 358398.1 3 CONFIDENTIAL GJ 000285 SDNY_GM_00007962 EFTA_00120634 EFTA01266348 ---PAGE BREAK--- ) ss.: Na On the 3 ci day of Dace, Ipc,- 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 individual or the person u on behalf of which the individual acted, executed ment. 358398.1 Notary LAUREN J. KWINTNER Notary Public, State of New York NO. 02KW60 16686 Qualified in New York County Commission Expires November 90, 20 CONFIDENTIAL GJ 000286 SDNY_GM:00007963 EF1'A_00120635 EFTA01266349