Third amendment to Jeffrey E. Epstein's 2001 trust, February 2006

THIRD 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 and December 3, 2004.¶

I hereby make this THIRD AMENDMENT to the trust as follows:¶

FIRST¶

I hereby add the following new subparagraph (e) to Article FIRST, paragraph II:¶

“(e) Five Million Dollars ($5,000,000) shall be distributed to DARREN K. INDYKE, if he is then living, or if not to his issue who are then living.”¶

IN WITNESS WHEREOF, the undersigned has executed this THIRD AMENDMENT on the 6th day of February, 2006.¶

Jeffrey E. Epstein, Grantor¶

389057.1¶

GJ_000225¶

EFTA00082403¶

STATE OF )¶

) ss.: COUNTY OF 49 )¶

On the 6 day of February in the year 2006, before me, the undersigned, personally appeared JEFFREY E. EPSTEIN, personally known to me 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 executed the instrument.¶

HARRY I. BELLER¶

Notary Public, State of New York¶

No. 01BE4853924¶

Qualified in Rockland County¶

Commission Expires Feb. 17, 2010¶

389057.1¶

GJ_000226¶

EFTA00082404¶