Exhibit 4.5

                           RESTRICTED STOCK AGREEMENT

         This  AGREEMENT is made as of the ____ day of ________ 1999 (the "Grant
Date") by and between  America  Online,  Inc., a Delaware  corporation  having a
principal place of business in Dulles,  Virginia  ("AOL" or the "Company"),  and
William Raduchel (the "Officer").

                               W I T N E S S E T H

         WHEREAS,  the  Company has made an offer of  employment  to the Officer
that the Officer has  accepted  pursuant to the terms of an offer  letter  dated
September  2, 1999 (the "Offer  Letter"),  and the Company  desires to offer and
grant to the Officer  shares of Company  common stock,  par value $.01 per share
(the "Common  Stock"),  in accordance with the terms and conditions  hereinafter
set forth;

         NOW,  THEREFORE,  in  consideration  of the  promises  and  the  mutual
covenants  contained herein and for other good and valuable  consideration,  the
parties hereby agree as follows:

         1. Terms of  Purchase.  The  Officer  hereby  accepts  the offer of the
Company to issue to the Officer, in accordance with the terms of this Agreement,
sixty-six thousand six hundred sixty-six (66,666) shares of the Company's Common
Stock (such shares,  subject to adjustment  pursuant to Subsections 2(i) and (j)
hereof,  the  "Shares")  at a purchase  price per share of one cent  ($.01) (the
"Purchase Price"), receipt of which is hereby acknowledged by the Company.

         2.       Company's Lapsing Repurchase Right.

         (a) Lapsing Repurchase Right.  Except as set forth in Subsections 2(b),
2(c) and 2(d), in the event for any reason the Officer  ceases to be an employee
of the Company prior to the third  anniversary of the Grant Date, the Company or
its designee shall have the option, but not the obligation, to purchase from the
Officer (or his  successor in  interest),  and the Officer (or his  successor in
interest) shall be obligated to sell to the Company or its designee,  at a price
per Share equal to the Purchase  Price,  all or any part of the Shares set forth
in clauses  (i),  (ii) and (iii) below (the  "Lapsing  Repurchase  Right").  The
Company's Lapsing Repurchase Right shall be valid for a period of six (6) months
commencing  with  the  date  of  such  termination.  Notwithstanding  any  other
provision  hereof,  in the event the Company is  prohibited  during such six (6)
months  from  exercising  its  Lapsing  Repurchase  Right by Section  160 of the
Delaware General  Corporation Law as amended from time to time (or any successor
provision) then the time period such Lapsing  Repurchase  Right may be exercised
shall be  extended  until  twenty  (20) days  after the  Company is first not so
prohibited.

                  (i) If such  termination  of  employment is prior to the first
         anniversary  of the Grant Date,  the  Company  shall have the option to
         repurchase all of the Shares acquired by the Officer hereunder.

                  (ii) If such  termination  of  employment  is on or after  the
         first anniversary of the Grant Date and prior to the second anniversary
         of the Grant  Date,  the  Company  shall have the option to  repurchase
         44,444 of the Shares;  if such termination of employment is on or after
         the  second  anniversary  of the  Grant  Date and  prior  to the  third
         anniversary  of the Grant Date,  the  Company  shall have the option to
         repurchase 22,222 of the Shares, as provided in this Agreement.

                  (iii)  Notwithstanding  anything to the contrary  contained in
         this Agreement,  except as otherwise provided in Subsection 2(b) below,
         in the event the Company terminates the Officer's  employment for Cause
         (as  defined  below)  or in the  event  the  Administrator  determines,
         subsequent  to the  Officer's  termination  of  service  but during the
         ninety  (90) days after the  termination  of service (or if the Officer
         shall die during such period, during the one year period following such
         termination  of  service)  that  either  prior  or  subsequent  to  the
         Officer's  termination  the  Officer  engaged  in  conduct  that  would
         constitute  Cause,  the Company shall have the option to repurchase all
         of the Shares acquired by the Officer hereunder.

         (b) Effect of Termination for Disability or upon Death. Notwithstanding
the  provisions  of  clauses  (i),  (ii) and (iii)  immediately  above,  if such
termination  of employment is as a result of the Officer's  Disability or death,
then the Company's Lapsing  Repurchase Right shall terminate,  and the Officer's
(or the  Officer's  Survivors')  ownership of all Shares then owned by him shall
become vested.

         (c)  Effect  of  Termination  without  Cause  or for Good  Reason.  The
Company's Lapsing Repurchase Right shall terminate,  and the Officer's ownership
of all Shares then owned by him shall become vested,  if the Company  terminates
the Officer's  employment other than for Cause or if the Officer  terminates his
employment  with the Company for Good Reason;  provided  that the Officer  shall
deliver to the Company a valid release of all claims against the Company.

         (d) Effect of Change in Control. The Company's Lapsing Repurchase Right
shall  terminate,  and the  Officer's  ownership of all Shares then owned by him
shall become vested, in the event of a Change in Control upon the first to occur
of (x) the date the Lapsing  Repurchase Right otherwise  expires under the terms
of this Agreement,  (y) the first  anniversary of the date such Corporate Change
in  Control  is  determined  to have  occurred,  and (z)  the  occurrence  of an
Involuntary Employment Action.

         (e)  Closing.  In the event  that the  Company  exercises  the  Lapsing
Repurchase  Right, the Company shall notify the Officer,  or, in the case of his
death,  his  representative,  in writing of its intent to repurchase the Shares.
Such notice may be mailed by the Company up to and including the last day of the
time period provided for above for exercise of the Lapsing Repurchase Right. The
notice  shall  specify the place,  time and date for  payment of the  repurchase
price (the  "Closing").  The date specified shall be not less than ten (10) days
nor more than sixty (60) days from the date of  mailing of the  notice,  and the
Officer or his  successor  in  interest  with  respect  to the Shares  which the
Company  elects to repurchase  shall have no further rights as the owner thereof
from and after the date specified in the notice. At the Closing,  the repurchase
price shall be  delivered  to the Officer or his  successor  in interest and the
Shares being  purchased,  duly endorsed for transfer,  shall, to the extent that
they are not in the  possession  of the Company,  be delivered to the Company by
the Officer or his successor in interest.

         (f) Escrow.  The  certificates  representing all Shares acquired by the
Officer hereunder which from time to time are subject to the Lapsing  Repurchase
Right shall be delivered  to the Company and the Company  shall hold such Shares
in escrow as provided in this Subsection 2(f). Promptly following a request from
the Officer,  the Company shall release from escrow and deliver to the Officer a
certificate for the number of Shares, if any, as to which the Lapsing Repurchase
Right has lapsed.  In the event of a repurchase by the Company of Shares subject
to the Lapsing  Repurchase  Right,  the Company  shall  release  from escrow and
cancel a certificate  for the number of Shares so  repurchased.  Any  securities
distributed  in  respect  of the  Shares  held  in  escrow,  including,  without
limitation,  shares issued as a result of stock splits, stock dividends or other
recapitalizations,  shall  also be held in  escrow  in the  same  manner  as the
Shares.

         (g) Prohibition on Transfer. The Officer recognizes and agrees that all
Shares  which  are  subject  to the  Lapsing  Repurchase  Right may not be sold,
transferred,  assigned, hypothecated,  pledged, encumbered or otherwise disposed
of, whether voluntarily or by operation of law (other than to the Company or its
designee). The Company shall not be required to transfer any Shares on its books
which shall have been sold,  assigned or otherwise  transferred  in violation of
this Subsection 2(g), or to treat as the owner of such Shares,  or to accord the
right to vote as such owner or to pay dividends  to, any person or  organization
to  which  any such  Shares  shall  have  been so sold,  assigned  or  otherwise
transferred, in violation of this Subsection 2(g).

         (h) In the event that the Officer or his successor in interest fails to
deliver the Shares to be  repurchased by the Company under this  Agreement,  the
Company  may elect (i) to  establish a  segregated  account in the amount of the
repurchase price, such account to be turned over to the Officer or his successor
in interest  upon  delivery of such Shares,  and (ii)  immediately  to take such
action as is  appropriate  to  transfer  record  title of such  Shares  from the
Officer to the Company and to treat the Officer and such Shares in all  respects
as if delivery of such Shares had been made as required by this  Agreement.  The
Officer hereby irrevocably grants the Company a power of attorney which shall be
coupled with an interest for the purpose of effectuating the preceding sentence.
The Officer  agrees as a  condition  to the  performance  by the Company of this
Agreement to execute and deliver the Stock Power attached hereto as Exhibit A.

         (i) If the Company shall pay a stock  dividend or declare a stock split
on or  with  respect  to  any of  its  Common  Stock,  or  otherwise  distribute
securities  of the  Company to the  holders of its Common  Stock,  the number of
shares of stock or other  securities  of the Company  issued with respect to the
Shares then subject to the  restrictions  contained in this  Agreement  shall be
added to the Shares  subject to the Company's  rights of repurchase  pursuant to
this Agreement.  If the Company shall distribute to its stockholders  securities
of another  corporation,  the securities of such other corporation,  distributed
with  respect to the Shares then subject to the  restrictions  contained in this
Agreement,  shall be added to the  Shares  subject  to the  Company's  rights to
repurchase pursuant to this Agreement.

         (j) If the  outstanding  shares of the Company's  Common Stock shall be
subdivided  into a greater number of shares or combined into a smaller number of
shares, or in the event of a  reclassification  of the outstanding shares of the
Company's  Common  Stock,  or if the  Company  shall  be a  party  to a  merger,
consolidation  or capital  reorganization,  there shall be  substituted  for the
Shares then subject to the restrictions  contained in this Agreement such amount
and  kind  of  securities  as  are  issued  in  such  subdivision,  combination,
reclassification,  merger, consolidation or capital reorganization in respect of
the  Shares  subject  immediately  prior  thereto  to the  Company's  rights  of
repurchase pursuant to this Agreement.

         3. Legend. All certificates representing the Shares to be issued to the
Officer  pursuant  to this  Agreement  shall  have  endorsed  thereon  a  legend
substantially as follows:

                  "The shares  represented  by this  certificate  are subject to
                  restrictions  set forth in a Restricted  Stock Agreement dated
                  __________,  1999 with America  Online,  Inc., a copy of which
                  Agreement is available  for  inspection  at the offices of the
                  Company or will be made available upon request."

         4. Defined Terms.  Capitalized terms not otherwise defined herein shall
have the following meanings:

               "Board of Directors" means the Board of Directors of the Company.

               "Cause"  shall  mean  (a) the  Officer's  conviction  of a felony
involving moral turpitude,  (b) his willful and continued failure  substantially
to perform his required  duties under the Offer Letter,  (c) his  intentional or
repeated  violation of the  Confidentiality,  Non-Competition,  and  Proprietary
Rights  Agreement,  or (d) his  intentional  or improper  conduct  substantially
prejudicial to the business of the Company or any of its affiliates.

               "Change  in  Control"  means a  Corporate  Change in Control or a
Transactional Change in Control.

               "Code" means the United States Internal  Revenue Code of 1986, as
amended.

               "Corporate  Change in Control"  means the happening of any of the
following events:

              (1)  the  acquisition  by any  individual,  entity  or  group  (an
              "Entity"),  including  any "person"  within the meaning of Section
              13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial  ownership
              (within the meaning of Rule 13d-3  promulgated  under the Exchange
              Act) of 30% or more of either (i) the then  outstanding  shares of
              common  stock of the  Company  (the  "Outstanding  Company  Common
              Stock") or (ii) the combined voting power of the then  outstanding
              securities  of the  Company  entitled  to  vote  generally  in the
              election   of   directors   (the   "Outstanding   Company   Voting
              Securities");   excluding,   however,   the  following:   (A)  any
              acquisition  directly from the Company  (excluding any acquisition
              by virtue of the exercise of an exercise,  conversion  or exchange
              privilege  unless the security  being so  exercised,  converted or
              exchanged was itself acquired directly from the Company),  (B) any
              acquisition by the Company,  or (C) any acquisition by an employee
              benefit plan (or related  trust)  sponsored or  maintained  by the
              Company or by any corporation controlled by the Company; or

              (2) a change in the composition of the Board since the Grant Date,
              such that the  individuals  who, as of such date,  constituted the
              Board of Directors (the "Incumbent Board") cease for any reason to
              constitute  at least a majority of such Board;  provided  that any
              individual who becomes a director of the Company subsequent to the
              Grant Date whose  election,  or  nomination  for  election  by the
              Company's  stockholders,  was  approved  by the vote of at least a
              majority of the directors  then  comprising  the  Incumbent  Board
              shall be  deemed a member of the  Incumbent  Board;  and  provided
              further,  that  any  individual  who was  initially  elected  as a
              director  of the  Company  as a result of an actual or  threatened
              election  contest,  as such  terms  are  used in  Rule  14a-11  of
              Regulation  14A  promulgated  under the Exchange Act, or any other
              actual or threatened  solicitation of proxies or consents by or on
              behalf of any person or Entity  other than the Board  shall not be
              deemed a member of the Incumbent Board.

               "Disability" or "Disabled"  means permanent and total  disability
as defined in Section 22(e)(3) of the Code.

                  A  termination  by the Officer for "Good  Reason" shall mean a
         termination  by  the  Officer,  upon  60  days'  notice  following  the
         Officer's transfer to an office outside the Company's headquarters,  or
         a change by the Company in the Officer's reporting  relationship or his
         authority  which  causes the  Officer's  position  with the  Company to
         become of materially less  responsibility  than the Officer's  position
         immediately  following  the Grant  Date,  provided  that such  material
         change  is  not  in  connection  with a  termination  of the  Officer's
         employment by the Company, and provided further, that the Company shall
         not have taken action within 30 days of such notice of termination such
         that the circumstances constituting a Good Reason shall have ceased.

               "Involuntary  Employment  Action"  shall  mean any  change in the
terms  and  conditions  of the  Officer's  employment  with the  Company  or any
successor, without Cause, to such extent that:

                           (1) the  Officer  shall fail to be vested with power,
                  authority  and  resources  analogous  to the  Officer's  title
                  and/or office prior to the Change in Control, or

                           (2) the Officer shall lose any significant duties or
                  responsibilities attending such office, or

                           (3) there shall occur a reduction in the Officer's
                  base compensation, or

                           (4) the Officer's employment with the Company, or its
                  successor, is terminated without Cause.

               "Survivors"  means a  deceased  Officer's  legal  representatives
and/or any person or persons who acquired the Officer's  rights to a Stock Grant
by will or by the laws of descent and distribution.

               "Transactional Change in Control" shall mean any of the following
transactions to which the Company is a party:

              (1) a reorganization, recapitalization, merger or consolidation (a
              "Corporate   Transaction")  of  the  Company,   unless  securities
              representing  60% or more of  either  the  outstanding  shares  of
              common stock or the combined voting power of the then  outstanding
              voting  securities  entitled to vote  generally in the election of
              directors of the Company or the  corporation  resulting  from such
              Corporate Transaction (or the parent of such corporation) are held
              subsequent to such  transaction  by the person or persons who were
              the beneficial holders of the Outstanding Company Common Stock and
              Outstanding  Company Voting  Securities  immediately prior to such
              Corporate  Transaction,  in substantially  the same proportions as
              their ownership  immediately prior to such Corporate  Transaction;
              or

              (2)  the  sale,   transfer   or  other   disposition   of  all  or
              substantially all of the assets of the Company.

         5. Tax  Liability  of the  Officer  and  Payment of Taxes.  The Officer
acknowledges and agrees that any income or other taxes due from him with respect
to the Shares issued pursuant to this Agreement,  including, without limitation,
the  lapsing  of the  Company's  right of  repurchase,  shall  be the  Officer's
responsibility.  Without limiting the foregoing, the Officer agrees that, to the
extent that the lapsing of  restrictions  on disposition of any of the Shares or
the  declaration  of  dividends  on any such  shares  before  the  lapse of such
restrictions  on  disposition  results in the  Officer's  being  deemed to be in
receipt of earned income under the  provisions of the Code, the Company shall be
entitled to immediate payment from the Officer of the amount of any tax required
to be withheld by the Company.

         6. Securities Law Compliance.  The Officer represents that any sales of
Shares at a time when the  Officer may be deemed an  "affiliate"  of the Company
for purposes of the  Securities  Act of 1933,  as amended (the "Act"),  shall be
made in  accordance  with the  requirements  of Rule 144  under  the Act (or any
successor rule) applicable to sales by an "affiliate" of shares registered under
the Act or in a transaction otherwise exempt from the registration  requirements
of the Act and as to which the Company shall have received an opinion of counsel
satisfactory to it confirming such exemption.

         7.  Equitable   Relief  and  Consent  to   Jurisdiction.   The  Officer
specifically acknowledges and agrees that in the event of a breach or threatened
breach of the provisions of this Agreement,  including the attempted transfer of
the Shares by the Officer,  monetary  damages may not be adequate to  compensate
the Company, and, therefore, in the event of such a breach or threatened breach,
in addition to any right to damages,  the Company shall be entitled to equitable
relief in any court  having  competent  jurisdiction.  Nothing  herein  shall be
construed as prohibiting the Company from pursuing any other remedies  available
to it for any such breach or threatened breach.

         The Officer specifically  consents to the jurisdiction of the courts of
the Commonwealth of Virginia in any action, whether at law or in equity, brought
by the Company to protect any of its rights hereunder.

         8. No  Obligation  to  Employ.  The  Company  is not by this  Agreement
obligated  to  continue  the  Officer as an  employee  of the  Company or of any
Affiliate of the Company.

         9.  Notices.  Any notices  required or  permitted  by the terms of this
Agreement shall be given by recognized courier service,  registered or certified
mail,  return receipt  requested,  postage prepaid,  or facsimile,  addressed as
follows:

         If to the Company:

                  America Online, Inc.
                  22000 AOL Way
                  Dulles, Virginia  20166
                  Attention:  General Counsel

         If to the Officer:

                  to the Officer's last address as set forth in the records of
the Company,

or to such other  address(es)  of which notice in the same manner has previously
been given.  Any such notice  shall be deemed to have been given on the earliest
of  receipt,  one  (1)  business  day  following  delivery  by the  sender  to a
recognized  courier  service,  or three (3) business days  following  mailing by
registered or certified mail.

         10.  Binding  Effect.  This  Agreement  shall be for the benefit of and
shall be binding upon the parties hereto,  upon their respective  successors and
assigns and upon the Officer's heirs, executors and administrators.

         11.  Governing Law. This  Agreement  shall be construed and enforced in
accordance  with the laws of the State of Delaware  without giving effect to the
conflict of law principles thereof.

         12.  Severability.  If any  provision  of this  Agreement is held to be
invalid  or  unenforceable  by a court  of  competent  jurisdiction,  then  such
provision or provisions  shall be modified to the extent  necessary to make such
provision valid and enforceable, and to the extent that this is impossible, then
such  provision  shall be deemed to be  excised  from  this  Agreement,  and the
validity, legality and enforceability of the rest of this Agreement shall not be
affected thereby.

         13. Entire Agreement.  This Agreement  constitutes the entire agreement
and understanding  between the parties hereto with respect to the subject matter
hereof and  supersedes all prior oral or written  agreements and  understandings
relating to the subject matter hereof. No statement,  representation,  warranty,
covenant or agreement not expressly set forth in this Agreement  shall affect or
be used to  interpret,  change or restrict the express  terms and  provisions of
this Agreement.

         14. Modifications and Amendments;  Waivers and Consents.  The terms and
provisions  of  this  Agreement  may  not  be  modified,  amended,  renewed,  or
terminated,  nor may any term,  condition  or breach of any term or condition be
waived,  except by a writing  signed by the person or persons sought to be bound
by such modification,  amendment,  renewal, termination or waiver. Any waiver of
any term,  condition or breach hereof shall not be a waiver of any other term or
condition or of the same term or condition for the future,  or of any subsequent
breach.

         15. Consent of Spouse. If the Officer is married as of the date of this
Agreement, the Officer's spouse shall execute a Consent of Spouse in the form of
Exhibit B hereto,  effective  as of the date hereof.  Such consent  shall not be
deemed to confer or convey to the spouse  any  rights in the Shares  that do not
otherwise  exist by  operation of law or the  agreement  of the parties.  If the
Officer marries or remarries  subsequent to the date hereof,  the Officer shall,
not  later   than  sixty  (60)  days   thereafter,   obtain  his  new   spouse's
acknowledgement  of and  consent  to the  existence  and  binding  effect of all
restrictions  contained  in  this  Agreement  by  such  spouse's  executing  and
delivering a Consent of Spouse in the form of Exhibit B.

         16.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts, and by different parties hereto on separate counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

                                              AMERICA ONLINE, INC.


                                              By:
                                              Printed Name:
                                              Title:


                                              OFFICER:

                                              William Raduchel

                                    EXHIBIT A

                                   STOCK POWER


         For value  received,  I hereby  sell,  assign,  and transfer to America
Online,  Inc.  ______________  shares of Common Stock of America  Online,  Inc.,
standing in the  undersigned's  name on the books and  records of the  aforesaid
Company, represented by Certificate No(s).  ___________________________,  and do
hereby  irrevocably  constitute  and appoint the Corporate  Secretary of America
Online, Inc. attorney,  with full power of substitution,  to transfer this stock
on the books and records of the aforesaid Company.


                                William Raduchel


Dated As Of:

______________, 2000

In the presence of:


Printed Name:


                                    EXHIBIT B

                                CONSENT OF SPOUSE

         I, ,  spouse  of  William  Raduchel,  acknowledge  that I have read the
RESTRICTED   STOCK  AGREEMENT  dated  as  of   ___________________,   1999  (the
"Agreement")  to which this Consent is attached as Exhibit B and that I know its
contents.  Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the  Agreement.  I am aware that by its provisions the
Shares  granted to my spouse  pursuant to the Agreement are subject to a Lapsing
Repurchase  Right in favor of America  Online,  Inc. (the  "Company")  and that,
accordingly,  the Company has the right to repurchase up to all of the Shares of
which I may become possessed as a result of a gift from my spouse,  operation of
law or a court decree and/or any property settlement in any domestic litigation.

         I hereby agree that my interest,  if any, in the Shares  subject to the
Agreement shall be irrevocably bound by the Agreement and further understand and
agree that any  community  property  interest I may have in the Shares  shall be
similarly bound by the Agreement.

         I agree to the Lapsing  Repurchase Right described in the Agreement and
I hereby  consent to the repurchase of the Shares by the Company and the sale of
the  Shares  by my spouse or his legal  representative  in  accordance  with the
provisions  of the  Agreement.  Further,  as part of the  consideration  for the
Agreement,  I agree that at my death,  if I have not disposed of any interest of
mine in the Shares by an outright  bequest of the Shares to my spouse,  then the
Company shall have the same rights against my legal  representative  to exercise
its rights of  repurchase  with respect to any interest of mine in the Shares as
it would  have had  pursuant  to the  Agreement  if I had  acquired  the  Shares
pursuant to a court decree in domestic litigation.

         I AM AWARE THAT THE LEGAL,  FINANCIAL AND RELATED MATTERS  CONTAINED IN
THE  AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK  INDEPENDENT  PROFESSIONAL
GUIDANCE OR COUNSEL  WITH  RESPECT TO THIS  CONSENT.  I HAVE EITHER  SOUGHT SUCH
GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I
WILL WAIVE SUCH RIGHT.

         Dated as of the      day of                      1999.


                                                     Printed name: