THIRD AMENDMENT TO RESTATED TRUST

THIRD 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 and December 3, 2004. I hereby make this THIRD 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 000287 SDNY_GM_00007964 EFTA_00120636 EFTA01266350 ---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: Four Million Dollars ($4,000,000) to if she is then living. Four Million Dollars ($4 000,000) 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 WHINSIWII 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. (viii) (A) One Million Dollars ($1,000,000) in equal shares to LUCIANO FONTANILLO and if they are both then living or all to the survivor if only one of them is then living. (B) I forgive all loans made by me to LUCIANO FONTANILLO and or to either of them. (ix) Any remaining balance shall be distributed to the Grantor's estate. 358398.1 2 CONFIDENTIAL GJ 000288 SDNY_GM_00007965 EFTA_00 120637 EFTA01266351 ---PAGE BREAK--- IN WITNESS WHEREOF, the undersigned has executed this THIRD AMENDMENT on the .5-'4 day of -rv A,....4v , 2007. 358398.1 Jeffre pstein, G ntor- 3 CONFIDENTIAL GJ 000289 SDNY_GM_00007966 EFTA_00 120638 EFTA01266352 ---PAGE BREAK--- .r,-A,-e- 0,c 'flew yeR e) ) SS.: eancevry of NEW yogic' ) On the s - '`.4 day of in the year 2007, 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 pers n behalf of which the individual acted, executed the instrument. 358398.1 Notary Pu LA REN J. KWINTNER Notary Public, State of New York No. 02KW6016686 Qualified in New York County 1 a Commission Expires November 30, 20 CONFIDENTIAL GJ 000290 SID8W_GM_00007967 EFTA_00120639 EFTA01266353