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                      Approved by Benefits Officer 11/1/00


                                AMENDMENT NO. 10
                                     TO THE
                                TIME WARNER INC.
                           DEFERRED COMPENSATION PLAN


1.        New Section 5.1A is added to Article V before Section 5.1, which is
          renumbered as Section 5.1B, to read as follows:

          5.1A PAYMENT ON ACCOUNT OF TERMINATION OF EMPLOYMENT FOR REASONS OTHER
          THAN DEATH OR DISABILITY -FOR DISTRIBUTIONS COMMENCING ON AND AFTER
          NOVEMBER 1, 2000. (a) In the event of termination of the Participant's
          employment with the Company or an Affiliate for reasons other than
          death or Disability, the Participant's Deferred Compensation Account
          shall be distributed to him or her in ten annual installment payments.

          (b) Notwithstanding subsection (a) above, a Participant may, at any
          time, but no later than September 30 of the year in which he or she
          terminates employment, request that his or her Deferred Compensation
          Account be distributed to him or her in a lump sum, if the value of
          the Participant's Deferred Compensation Account is $50,000 or more
          (determined as of December 31 of the Year in which he or she
          terminates employment with the Company or an Affiliate), or in two,
          five or seven annual installment payments, and the Benefits Officer
          may, in such officer's sole and absolute discretion, make a lump sum
          payout or payouts in such installments. Notwithstanding the previous
          sentence, a Participant who terminates employment in 2000 may make
          such a request at any time in such Year.

          (c) Notwithstanding any other provision of this Section 5.1A, if the
          value of the Participant's Deferred Compensation Account is less than
          $50,000 (determined as of December 31 of the Year in which he or she
          terminates employment with the Company or an Affiliate), payment shall
          be made in a lump sum.

          (d) The first installment, or lump sum, as the case may be, shall be
          distributed as soon as practicable on or after April 1 of the Year
          following the Year in which the Participant terminates employment.
          Subsequent annual installment payments shall be distributed as soon as
          practicable on or after each following April 1.

          (e) All requests by a Participant under this Section 5.1A shall be
          made only by delivering a written notice to the Benefits Officer in a
          manner prescribed by such officer.

          (f) This Section 5.1A shall apply to distributions which commence on
          and after November 1, 2000.





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2.        Section 5.1B (formerly Section 5.1) is amended by adding to the
          heading, at the end thereof, "-for Distributions Commencing prior to
          November 1, 2000" and adding a new subsection (f) at the end thereof,
          to read as follows:

          (f) This Section 5.1B shall apply to distributions which commence
          prior to November 1, 2000.

3.        Section 5.5 is amended by adding a new subsection (d) at the end
          thereof, to read as follows:

          (d) On and after November 1, 2000, payment on account of termination
          of employment with the Company or an Affiliate for reasons other than
          death, Disability or Retirement shall be determined under Section
          5.1A.

4.        All references in the Plan to Section 5.1 shall include Section 5.1A
          or 5.1B, as applicable.

5.        All items are effective November 1, 2000.


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