RESTATED AGREEMENT AND DECLARATION OF TRUST
WRITERS' GUILD-INDUSTRY HEALTH FUND

This RESTATED AGREEMENT AND DECLARATION OF TRUST is made and entered into as of July 28, 1997. It amends in total the Writers Guild-Broadcast Industry Health Benefit Fund Agreement and Declaration of Trust dated the 6th day of June, 1968, as amended on August 23, 1971, and as restated on September 23, 1973. The parties to the Agreement are the WRITERS GUILD OF AMERICA, WEST, INC. and the WRITERS GUILD OF AMERICA, EAST, INC., both hereinafter collectively referred to as "WGA" and signatory members of the ALLIANCE OF MOTION PICTURE AND TELEVISION PRODUCERS, INC. and AMERICAN BROADCASTING COMPANY, a Division of AMERICAN BROADCASTING COMPANIES, INC., COLUMBIA BROADCASTING SYSTEM, INC., and NATIONAL BROADCASTING COMPANY, INC., and others who are "Producers," hereinafter defined and the PRINCIPAL TRUSTEES and ALTERNATE TRUSTEES, and their successors designated in the manner hereinafter provided.

W I T N E S S E T H:

WHEREAS, WGA and the Producers are, or will, hereafter be, bound by collective bargaining agreements, or supplements thereto, which require periodic payments to trust funds by such Producers for the purpose of providing health and welfare benefits (as such benefits are more fully defined herein) for certain employees of such Producers and, in the discretion of the Trustees, death benefits for their beneficiaries; and

WHEREAS, to effectuate the aforesaid purpose, WGA and the Producers established a trust fund to be used in the manner hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual promises of the parties, it is mutually understood and agreed as follows: