EFTA00016841.pdf

I, JEFFREY E. EPSTEIN, of Little St. James Island, United States Virgin Islands, declare this to be my last will and testament.
FIRST
I hereby revoke all my prior wills and codicils.
SECOND
I give all my property to the Trustees of The Jeffrey E. Epstein 2001 Trust One created pursuant to an agreement dated November 8, 2001, by JEFFREY E. EPSTEIN, as Grantor, and JEFFREY E. EPSTEIN and JEFFREY A. SCHANTZ, as Trustees, to be added to the principal thereof and disposed of as provided thereunder.
THIRD
(a) I appoint JEFFREY A. SCHANTZ and PAUL HOFFMAN as Executors of this will.
(b) I authorize JEFFREY A. SCHANTZ to designate one or more additional or successor Executors. Designations shall be in writing and may be revoked in writing by the maker thereof at any time prior to the qualification of the person so designated. I authorize JEFFREY A. SCHANTZ to remove any Executor acting hereunder by a written and acknowledged instrument.
(c) Any reference in this will to my Executors shall include additional and successor Executors.
(d) No one acting hereunder as Executor shall be required to (i) furnish any bond, undertaking or other security in any jurisdiction, (ii) file periodic reports in or to any court or (iii) give notice of appointment as Trustee to any court. Each Trustee acting hereunder is specifically relieved from any and all of the duties which would otherwise be placed upon him by Chapter 59 of Title 15 of the Virgin Islands Code.
(e) Each Executor acting hereunder shall be entitled to receive the sum of One Hundred Thousand Dollars ($100,000) as compensation for such services.
FOURTH
Unless the context otherwise requires, the use in this will of the masculine and feminine shall be interchangeable, and the use of the singular and plural shall be interchangeable.
FIFTH
In extension and not in limitation of the powers and authority which my Executors would otherwise have pursuant to law or pursuant to the other provisions of this will, I direct that they have the following discretionary powers:
(a) To retain for as long a period of time as they may consider advisable or proper any property of any kind which may at any time be in their hands.
(b) To sell at public or private sale or to exchange any property which I may own at the time of my death or which may at any time be in their hands, without application to court, on any terms they may consider advisable or proper, including terms involving an extension of credit for any period of time and with or without security.
(c) To invest in or otherwise acquire any property, real or personal, of any kind, without limitation, without being bound by any provision of law restricting investments by executors, including but not limited to common and preferred stocks, secured and unsecured obligations, mutual and common funds, other securities, mortgages, and interests and options in any of the foregoing.
(d) To acquire and retain property without regard to any principles of diversification.
(e) To permit funds to remain uninvested, and to retain for an unlimited period of time and to acquire and retain property which is not productive of income.
(f) To acquire, exercise, sell or abandon conversion, subscription and other rights and options, and to grant options for any period of time.
(g) To hold securities in the names of nominees or in such form as to pass by delivery.
(h) To pay any gift or bequest in whole or in part at any time after my death, either before or after the expiration of any period authorized or provided by law for the payment of same and without deducting any discount or interest from a gift or bequest paid prior to such time or paying interest on a gift or bequest paid after such time.
(i) To employ attorneys, accountants, investment advisers, security analysts, brokers, agents, clerks, bookkeepers, stenographers and assistants, and to pay on a regular basis the fair and reasonable value of their services, and in connection with this power an Executor who is an attorney, an accountant or a broker or any firm of attorneys, accountants or brokers of which an Executor is a partner or employee may be retained on behalf of my estate and compensated for services rendered.
(j) To borrow money for any purpose, including, but not limited to, the payment of taxes, and to pledge or mortgage property as security for money borrowed.
(k) To lend money or other property to any person, corporation, partnership, trust or other entity, including a beneficiary hereunder even if such beneficiary is an Executor, this power to include the power to lend, without interest, income to or for the benefit of principal and principal to or for the benefit of income.
(l) To pay any gift or bequest and to distribute income or principal in cash or in kind or partly in each. Such payments and distributions may be made to any legatee or beneficiary with property that is like or different from property used to pay any other gift or bequest or make any other distribution to any other legatee or beneficiary. The value of any property distributed in kind shall not be reduced to reflect any expenses or taxes that may be incurred by the recipient in or as a result of a disposition of such property. The decision of my Executors with respect to the property selected to pay any gift or bequest or make any distribution shall be conclusive and no recipient shall have the right to object thereto.
(m) To determine, in case of reasonable doubt on their part, whether any property coming into their hands constitutes income or principal, and whether any payment or expenditure made by them shall be charged to income or to principal.
(n) To operate, repair, alter and improve any real property which they may hold or in which they may hold an interest or participation; to erect or demolish buildings thereon; to enter into leases for such real property or any part thereof or any interest or participation therein for any period of time; to mortgage such real property or any part thereof or any interest or participation therein for any period of time; to grant options with respect to such real property, mortgages and leases or any interest or participation therein for any period of time; to perform, modify, waive provisions of, extend, renew, terminate or otherwise act in respect of any such leases, mortgages or options; to cause such real property or any interest or participation therein or any part thereof and themselves to be insured against any and all risks; to retain an agent or agents for any of the foregoing purposes; to set up a reserve or reserves for depreciation and/or obsolescence, and to do or omit to do anything of any kind or nature with respect to any such real property or any part thereof or any interest or participation therein or any lease or mortgage thereon or option with respect thereto and the management thereof which they may in their discretion consider advisable, whether or not such act or omission is hereinabove specifically mentioned, without being bound by restrictions which might otherwise be applicable and without court approval.
(o) To retain any interest in, to invest in and to become a member of, any real estate partnership or joint venture, to comply with all the terms and provisions of every real estate partnership and joint venture relating to any investment at any time held by them, to succeed me as a member of any such partnership or joint venture, and to vote, execute consents, exercise all rights and take such other action with respect to any real estate partnership or joint venture as they, in their discretion, deem advisable.
(p) To retain any interest in oil, gas or mineral leases; to contract to make and make, execute and deliver oil, gas or mineral leases, on such terms and with such reservations of royalties or interests as they may deem proper; to amend ratify and confirm any and all oil, gas or mineral leases made by me or by them; to sell and convey any interest in oil, gas or other minerals; and to execute division orders relating to any such interest and to the oil, gas or other minerals produced therefrom.
(q) To become or continue to be an officer, director or employee of any corporation, stock of which may be owned by my estate and as such officer, director or employee to receive a salary, bonus or other compensation in reasonable amount for services rendered to said corporation.
(r) To determine whether to claim any deduction available to me or my estate on estate tax or on income tax returns in such manner as they may deem advisable and without making any adjustment between income and principal or among beneficiaries on account of any such determination.
(s) If more than one Executor is acting, to delegate to any one of my Executors any nondiscretionary power, including but not limited to the power, singly or with others, to sign checks, withdrawal slips, instructions for the receipt or delivery of securities or other property, and instructions for the payment or receipt of money, and the power, singly or with others, to have access to any safe deposit box or other place where property of my estate is deposited.
(t) To transfer any property which they may at any time hold to any jurisdiction which they may deem advisable.
(u) My Executors shall continue to have all the powers herein vested in them until the final distribution of all property in their hands.
SIXTH
If any beneficiary under The Jeffrey E. Epstein 2001 Trust One ("the trust") shall in any way directly or indirectly (a) contest or object to the probate of my will or to the validity of any disposition or provision of my will or of the trust or (b) institute or prosecute, or be in any way directly or indirectly instrumental in the institution or prosecution of, any action, proceeding, contest, objection or claim for the purpose of setting aside or invalidating my will or the trust or any disposition therein or provision thereof, then I direct that (a) any and all provisions in the trust for such beneficiary and his issue in any degree shall be null and void and (b) my estate, whether passing under my will or the trust or pursuant to the laws of intestacy, shall be disposed of as if such beneficiary and his issue in any degree had all failed to survive me.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my seal to this my Last Will and Testament... at St. Thomas, U.S. Virgin Islands on the 11th day of December, 2001.
[Signatures of Jeffrey E. Epstein, Cecile R. de Jongh, Jeanne Brennan, Daphne Blyden]

FIRST CODICIL to LAST WILL AND TESTAMENT of JEFFREY E. EPSTEIN
I, JEFFREY E. EPSTEIN, of Little St. James Island, United States Virgin Islands, having made my last will and testament dated December 11, 2001, declare this to be a first codicil thereto.
FIRST
I hereby delete Article THIRD of my will and substitute in its place the following new Article THIRD:
"(a) I appoint HENRY JARECKI and JAMES CAYNE as Executors of this will. If either HENRY JARECKI or JAMES CAYNE fails to qualify or ceases for any reason to act as Executor, I hereby designate PAUL HOFFMAN as successor Executor to act in his place.
(b) Any reference in this will to my Executors shall include successor Executors.
(c) No one acting as Executor shall be required to (i) furnish any bond, undertaking or other security in any jurisdiction, (ii) file periodic reports in or to any court or (iii) give notice of appointment as Trustee to any court... (d) Each Executor acting hereunder shall be entitled to receive the sum of One Hundred Thousand Dollars ($100,000) as compensation for such services."
SECOND
In all other respects I ratify and republish my said last will and testament.
IN WITNESS WHEREOF... at U.S. Virgin Islands on the 27 day of June, 2003.
[Signatures of Jeffrey E. Epstein, Daphne Wallace, Jermaine A. Ruan, Jeanne Brennan]

I, JEFFREY E. EPSTEIN, of Little St. James Island, United States Virgin Islands, having made my last will and testament dated December 11, 2001 and a first codicil thereto dated June 27, 2003, declare this to be a second codicil thereto.
FIRST
I hereby delete paragraph (a) of Article THIRD of my will and substitute in its place the following new paragraph (a) of Article THIRD:
"I appoint HENRY JARECKI, JAMES CAYNE and LAWRENCE NEWMAN as Executors of this will. If HENRY JARECKI, JAMES CAYNE or LAWRENCE NEWMAN fails to qualify or ceases for any reason to act as Executor, I hereby designate PAUL HOFFMAN as successor Executor to act in his place."
SECOND
In all other respects I ratify and republish my said last will and testament and the first codicil thereto.
IN WITNESS WHEREOF... on the 3rd day of December, 2004.
[Signatures of Jeffrey E. Epstein, Darren K. Indyke, Lawrence Newman]

I, JEFFREY E. EPSTEIN, of Little St. James Island, United States Virgin Islands, having made my last will and testament dated December 11, 2001, a first codicil thereto dated June 27, 2003, and a second codicil thereto dated December 3, 2004, declare this to be a third codicil thereto.
FIRST
I hereby delete paragraph (a) of Article THIRD of my will and substitute in its place the following new paragraph (a) of Article THIRD:
"I appoint HENRY JARECKI, JAMES CAYNE and LAWRENCE NEWMAN as Executors of this will. If HENRY JARECKI, JAMES CAYNE or LAWRENCE NEWMAN fails to qualify or ceases for any reason to act as Executor, I hereby designate DARREN K. INDYKE as successor Executor to act in his place."
SECOND
I hereby delete paragraph (d) of Article THIRD of my will and substitute in its place the following new paragraph (d) of Article THIRD:
"(d) Each Executor acting hereunder shall be entitled to receive the sum of Two Hundred Fifty Thousand Dollars ($250,000) as compensation for such services."
THIRD
In all other respects I ratify and republish my said last will and testament and the first codicil and second codicils thereto.
IN WITNESS WHEREOF... on the 16th day of December, 2004.
[Signatures of Jeffrey E. Epstein, Darren K. Indyke, Lawrence Newman]

[Cover Sheet: Third Codicil to Last Will and Testament of JEFFREY E. EPSTEIN, LAWRENCE NEWMAN, Esq. NEW YORK, NY]

I, JEFFREY E. EPSTEIN, of Little St. James Island, United States Virgin Islands, having made my last will and testament dated December 11, 2001, a first codicil thereto dated June 27, 2003, a second codicil thereto dated December 3, 2004, a third codicil thereto dated December 16, 2004, and a fourth codicil thereto dated September 5, 2007, declare this to be a fifth codicil thereto.
FIRST
I hereby delete paragraphs (b) (c) and (d) of Article THIRD of my will and substitute in its place the following new paragraphs (b) (c) and (d) of Article THIRD:
"(b) Any reference in this will to my Executors shall include additional and successor Executors.
(c) No one acting hereunder as Executor shall be required to (i) furnish any bond, undertaking or other security in any jurisdiction, (ii) file periodic reports in or to any court or (iii) give notice of appointment as Trustee to any court...
(d) Each Executor acting hereunder shall be entitled to receive the sum of Five Hundred Thousand Dollars ($500,000) as compensation for such services."
SECOND
In all other respects I ratify and republish my said last will and testament and the first codicil, second, third and fourth codicils thereto.
IN WITNESS WHEREOF... on the 20th day of Sept, 2007.
[Signatures of Jeffrey E. Epstein, Darren K. Indyke, Lawrence Newman]