Amendment VII.

THIS AMENDMENT is made by the Trustees of the Writers' Guild-Industry Health Fund and amends the Writers' Guild-Industry Health Fund Trust Agreement as follows:

W I T N E S S E T H

WHEREAS, Section 5 of Article VIII provides that the Writers' Guild-Industry Health Fund Trust Agreement may be amended by a vote of three-fourths of the Trustees present and voting at a meeting at which a quorum is present; and

WHEREAS, it is desired to amend the Trust;

NOW, THEREFORE, in consideration of the premises, it is mutually understood and agreed that the Trust shall be amended as follows effective April 1, 2006:

ARTICLE I, SECTIONS 2 AND 5

Section 2(d) is amended to read as follows:

The WGA, the Health Fund Office, the Producer-Writers Guild of America Pension Plan Office, and the Writers Guild Foundation shall each be deemed to be a Producer solely and exclusively for the purpose of permitting each of them to contribute to the Health Fund on behalf of their full-time officers and employees; provided that, if permitted by the agreement described in Article V, Section 4, a Producer described in this subsection may, by written agreement with the Health Fund, exclude from the definition of 'Writers' any employee subject to a collective bargaining agreement between the Producer and a union which is not the WGA.

Section 5 is amended to read as follows:

Section 5. Writers. The term "Writers" as used herein shall mean the persons who are employed by Producers to render writing services in the broadcasting and motion picture industries within the jurisdiction of WGA and who are covered by the terms of any of the collective bargaining agreements described in Section 2 of this Article. The term "Writers" shall also include a person who is employed by WGA, by the Health Fund Office, by the Producer-Writers Guild of America Pension Plan Office, or the Writers Guild Foundation. The term "Writers" shall also include an employee who is a "writer" subject to the agreement dated October 3, 2003 between DreamWorks Animation, LLC ("DreamWorks"); International Alliance of Theatrical Stage Employees, Moving Picture Technicians, Artists and Allied Crafts of the Untied States, its Territories and Canada, AFL-CIO, CLC; and the Animation Guild and Affiliated Optical Electronic and Graphic Arts, IATSE local 839, provided, however, that the employee makes an irrevocable written election to participate in the Plan. The election must be made within 30 days from the date of adoption of this amendment, or from the employee's date of hire. A DreamWorks employee who makes a timely election shall become a Writer on January 1, 2004, or, if later, the employee's date of hire.

ARTICLE II, SECTION 1.

Section 1 is amended to read as follows:

Section 1. WGA and Producer Principal Trustees. The operation and administration of the Health Fund shall be the joint responsibility of 18 Principal Trustees. Of these, nine shall be Trustees appointed by WGA, and nine shall be Producer Trustees of which three shall be appointed by the Network Companies and six appointed by the Alliance. A Producer, other than a Network Company or member of the Alliance, shall be deemed to have appointed the Trustees, Alternate Trustees and successors named by each of the Network Companies and Alliance as its Trustees and Alternate Trustees in the Health Fund. The WGA, the Fund Office, the Producer-Writers Guild of America Pension Plan Office, and the Writers Guild Foundation shall have no participation in the appointment of Producer Trustees.

ARTICLE V, SECTION 2

Section 2(q) is amended to read as follows:

To the extent permitted by law and governmental regulation, and in order that their employees may be permitted to become eligible for and to receive benefits under the Health Benefit Plan established, hereunder, the Trustees may permit the Fund Office, the Producer-Writers Guild of America Pension Plan Office, the Writers Guild Foundation or any one or more of them to be, for such purpose, regarded as an employer hereunder. In each such event, the Trustees shall determine the eligibility requirements applicable to each such group of employees and the contributions required respectively on account of each such group of employees and as to each such group the contributions so required shall be paid by the respective employer of such group. The Trustees may also become a party of the Producer-Writers Guild of America Pension Plan and make contributions to such Plan on behalf of Fund Office employees.

IN WITNESS WHEREOF, the Trustee have executed this Amendment this 29th day of March 2006.

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