# FIRST AMENDMENT AND RESTATEMENT TO TRUST AGREEMENT for the JEFFREY E. EPSTEIN 2001 TRUST TWO

FIRST AMENDMENT AND RESTATEMENT TO TRUST AGREEMENT FOR THE JEFFREY E. EPSTEIN 2001 TRUST TWO, made and entered into this ___ day of ___, 2012, by and between JEFFREY E. EPSTEIN, as Grantor ("Grantor") and DARREN K. INDYKE, JES STALEY and ANDREW FARKAS, as Trustees ("Trustee").

## ACKNOWLEDGEMENTS

A. On November 8, 2001, the Grantor entered into a Trust Agreement (referred to as the "Trust Agreement") with himself and JEFFREY A. SCHANTZ, as Trustees. In Article FIFTEENTH of the Trust Agreement, the Grantor reserved the right to amend the Trust Agreement. The Trust Agreement has been amended from time to time.

B. The Grantor desires to amend and restate the Trust Agreement in its entirety as follows:



Article I. During My Lifetime


## <table><thead><tr><th>Section 1.1</th><th>- Disbursement of Income</th></tr></thead></table>

All of the income of the trust (the "Trust Estate") shall be paid to me, or accumulated or paid as I may direct in writing from time to time.

## <table><thead><tr><th>Section 1.2</th><th>- Disbursement of Principal</th></tr></thead></table>

My Trustee may distribute any part or all of the principal of the Trust Estate to me in the discretion of my Trustee.

## <table><thead><tr><th>Section 1.3</th><th>- Specific Rights Reserved to Me</th></tr></thead></table>

A. I reserve the right, at any time and from time to time, to amend this Agreement, in whole or in part, by a written instrument executed and acknowledged by me and my Trustee.

B. I reserve the right to revoke and terminate the trust herein created by delivering to my Trustee a written instrument executed and acknowledged solely by me.

C. I reserve the right to withdraw or appoint any part or all of the principal of the Trust Estate by delivering to my Trustee a written instrument executed and acknowledged solely by me.

D. I reserve the right, at any time and from time to time, to transfer to my Trustee, by gift, by Will or by beneficiary designation, such additional property, including

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life insurance policies, as I may desire. Any such additional property shall be held on the same terms as are then applicable to the original Trust Estate, except that it may be transferred subject to conditions and provisions of special application to such additional property.

## <table><thead><tr><th>Section 1.4</th><th>- Incapacity</th></tr></thead></table>

If I am incapacitated through illness, age or other cause (and am determined to be incapacitated in the written opinion of two medical doctors), during the period of such incapacity, I shall cease to act as a Trustee hereunder. If, after having been determined to be incapacitated, I thereafter am capable of giving prompt, intelligent consideration to financial matters (as determined in the written opinion of two medical doctors), I shall be restored as a Trustee without any court proceeding.



Article II. After My Death


Upon my death, the trust shall terminate and the Trustee shall distribute the balance of the principal of the trust as follows:

A. Five Million Dollars ($5,000,000) to JEAN LUC BRUNEL, if he survives me.

B. Two Million Dollars ($2,000,000) to if she survives me.

C. One Million Dollars ($1,000,000) to if he survives me.

me. E. One Million Dollars ($1,000,000) to if she s

F. One Million Dollars ($1,000,000) in equal shares to LUCIANO A. FONTANILLA, JR. and ROSALYN V. FONTANILLA, if they both survive me, or all to the survivor, if only one of them survives me.

G. The balance thereof, including any distributions in Subdivisions A through F above which are ineffective, shall be payable to the Grantor's estate to be disposed of in accordance with the provisions of the Grantor's Will and the Grantor's Trust One.

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