Exhibit 10
                                                         As Amended through
                                                         May 20, 1999

                                TIME WARNER INC.
                         1988 Restricted Stock Plan For
                             Non-Employee Directors


         1. PURPOSE.  The purpose of the Plan is to supplement the  compensation
paid to Outside  Directors  and to increase  their  proprietary  interest in the
Company  and  their   identification   with  the   interests  of  the  Company's
stockholders, by grants of annual awards of Common Stock.

         2.   CERTAIN DEFINITIONS.

                  (a) "Average Market Price" shall mean the average  (rounded to
the nearest  cent) of the means between the high and low sales prices of a share
of Common Stock as reported on the New York Stock  Exchange  Composite  Tape for
the ten  consecutive  trading  days ending on the date of the annual  meeting of
stockholders  of the Company for the year with  respect to which an annual grant
of Restricted Shares is automatically made pursuant to paragraph 5 of the Plan.

                  (b) "Board" shall mean the Board of Directors of the Company.

                  (c)  "Commission"  shall  mean  the  Securities  and  Exchange
Commission.

                  (d) "Common Stock" shall mean the Common Stock, par value $.01
per share, of the Company.

                  (e)  "Company"   shall  mean  Time  Warner  Inc.,  a  Delaware
corporation.

                  (f) "Grant Date" shall have the meaning set forth in paragraph
5 of the Plan.

                  (g)  "Outside  Director"  shall  mean a member of the Board of
Directors  of the  Company  who,  as of the close of business on the date of the
annual meeting of stockholders of the Company, is not an employee of the Company
or any subsidiary of the Company. For the purposes hereof, a "subsidiary" of the
Company  shall mean any  corporation,  partnership  or other entity in which the
Company owns, directly or indirectly, an equity interest of 50% or more.

                  (h)  "Plan"  shall  mean this 1988  Restricted  Stock Plan for
Non-Employee Directors of the Company.

                  (i) "Retained  Distributions"  shall mean distributions  which
are retained by the Company pursuant to paragraph 6(b) of the Plan.

                  (j)  "Restricted  Shares"  shall mean  shares of Common  Stock
automatically  granted to an Outside  Director  pursuant  to  paragraph 5 of the
Plan.

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                  (k)  "Restriction  Period"  shall  mean  the  period  of  time
specified in paragraph 6(a) hereof  applicable to all Restricted  Shares granted
under the Plan.

         3. SHARES SUBJECT TO THE PLAN. Subject to the provisions of paragraph 9
hereof,  the maximum  aggregate number of Restricted  Shares which may be issued
under the Plan in any calendar year,  commencing with calendar year 1999,  shall
be equal to .003% of the shares of Common Stock  outstanding on December 31st of
the preceding  calendar year. Any Restricted  Shares  available for grant in any
calendar year which are not granted in that calendar year shall not be available
for grant in any subsequent  calendar year and any Restricted  Shares awarded in
any calendar year that are forfeited by the terms of the Plan in any  subsequent
calendar year shall not again be available for awards.  No fractional  shares of
Common Stock shall be granted or issued under the Plan.

         The  Restricted  Shares  may be,  in whole or in part,  authorized  but
unissued shares of Common Stock or shares of Common Stock previously  issued and
outstanding and reacquired by the Company.

         4. ELIGIBILITY. Subject to the last sentence of paragraph 5 hereof, the
only persons eligible to participate in the Plan shall be Outside Directors.

         5. ANNUAL GRANTS. Subject to the provisions of paragraph 3 hereof, each
Outside  Director  shall  automatically  be  granted  under the Plan,  as of the
conclusion  of each annual  meeting of  stockholders  of the Company (the "Grant
Date"),  that number of Restricted Shares equal to (a) for Grant Dates occurring
during  calendar years 1990 through 1998,  $30,000 divided by the Average Market
Price of the Common  Stock on the Grant Date and (b) for Grant  Dates  occurring
during calendar year 1999 and thereafter, that number of Restricted Shares equal
to a dollar  amount  determined by the Board of Directors on or before the Grant
Date divided by the Average  Market Price of the Common Stock on the Grant Date,
and except as hereinafter provided,  the Company shall promptly thereafter issue
such shares, in each case without any further action required to be taken by the
Board or any  committee  thereof.  The  Company  shall not be  required to issue
fractions of  Restricted  Shares and in lieu thereof any  fractional  Restricted
Share shall be rounded to the next whole number.  Notwithstanding the foregoing,
in  the  case  of an  Outside  Director  who,  as of any  Grant  Date,  has  not
continuously  served  as a member  of the  Board  for a period  of at least  six
consecutive months (a "new Outside Director"),  the Restricted Shares granted to
such new  Outside  Director  on such  Grant Date shall not be issued in such new
Outside  Director's name until six months after such new Outside  Director shall
have first  become a new Outside  Director.  An  individual  who shall become an
Outside Director subsequent to the date of the annual meeting of stockholders of
the Company for any year shall first become  eligible to participate in the Plan
commencing  on the  date of the  next  annual  meeting  of  stockholders  of the
Company.

         6. RESTRICTION  PERIOD;  RESTRICTIONS  APPLICABLE TO RESTRICTED SHARES;
CERTIFICATES REPRESENTING RESTRICTED SHARES.

                  (a) All  Restricted  Shares  granted  to an  Outside  Director
pursuant to the Plan shall be subject to the  possibility  of forfeiture and the
restrictions  set forth in paragraph  6(b) below for a period (the  "Restriction
Period")  commencing  on  the  date  such  Restricted  Shares  shall  have  been
automatically  granted to such Outside  Director  pursuant to paragraph 5 of the
Plan and ending on the earliest of the following events:

<PAGE>

                           (i) the date  such  Outside  Director  ceases to be a
         director of the Company by reason of mandatory  retirement  pursuant to
         any policy or plan of the Company applicable to Outside Directors;

                           (ii) the date  such  Outside  Director,  having  been
         nominated for reelection,  is not reelected by the  stockholders of the
         Company to serve as a member of the Board;

                           (iii) the date of death of such Outside Director;

                           (iv)  the  date  such  Outside  Director   terminates
         service on the Board on account  of  medical  or health  reasons  which
         render such Outside Director unable to continue to serve as a member of
         the Board; or

                           (v) the  occurrence  of a Change  in  Control  of the
         Company (as defined in paragraph 6(c) below).

;provided,  however,  that,  in the  discretion  of the  Board on a case by case
basis, the Restriction  Period applicable to all Restricted Shares granted to an
Outside  Director shall end and be deemed completed for all purposes of the Plan
in the event an Outside Director (a "withdrawing  Outside Director")  terminates
his or her  service  as a member of the Board (A) for  reasons  of  personal  or
financial  hardship;  (B) to serve in any governmental,  diplomatic or any other
public service position or capacity;  (C) to avoid or protect against a conflict
of  interest  of any kind;  (D) on the advice of legal  counsel;  or (E) for any
other  extraordinary  circumstance that the Board determines to be comparable to
the foregoing. The withdrawing Outside Director shall abstain from participating
in any  determination  made by the Board with respect to any matter  relating to
the foregoing.

                  (b) Restricted Shares,  when issued,  will be represented by a
stock certificate or certificates registered in the name of the Outside Director
to whom such Restricted  Shares shall have been granted.  Each such  certificate
shall bear a legend in substantially the following form:

               "The shares  represented by this  certificate  are subject to the
          terms and conditions  (including  forfeiture and restrictions  against
          transfer) contained in the Time Warner Inc. 1988 Restricted Stock Plan
          for  Non-Employee  Directors.  A copy of  such  Plan is on file in the
          Office of the Secretary of Time Warner Inc."

                  Such certificates  shall be deposited by such Outside Director
with the Company, together with stock powers or other instruments of assignment,
each endorsed in blank,  which will permit transfer to the Company of all or any
portion  of the  Restricted  Shares  and any  securities  constituting  Retained
Distributions  that  shall be  forfeited  or that  shall  not  become  vested in
accordance  with  the  Plan.  Restricted  Shares  shall  constitute  issued  and
outstanding  shares of Common  Stock for all  corporate  purposes.  The  Outside
Director  will have the right to vote such  Restricted  Shares,  to receive  and
retain all regular cash dividends paid on such Restricted Shares and to exercise
all other rights, powers and privileges of a holder of Common stock with respect
to such Restricted Shares, with the exception that (i) the Outside Director will
not  be  entitled  to  delivery  of  the  stock   certificate  or   certificates
representing  such  Restricted  Shares until the  Restriction  Period shall have
expired and unless all other  vesting  requirements  with respect  thereto shall
have  been  fulfilled;  (ii)  the  Company  will  retain  custody  of the  stock
certificate  or  certificates  representing  the  Restricted  Shares  during the
Restriction  Period;  (iii) other than regular cash  dividends  the Company will
retain custody of all distributions ("Retained  Distributions") made or declared
with respect to the Restricted Shares (and such Retained  Distributions  will be
subject to the same restrictions,  terms and conditions as are applicable to the
Restricted  Shares)  until such time,  if ever,  as the  Restricted  Shares with
respect  to which such  Retained  Distributions  shall  have been made,  paid or

<PAGE>

declared shall have become  vested,  and such Retained  Distributions  shall not
bear interest or be segregated in separate  accounts;  (iv) an Outside  Director
may not sell, assign,  transfer,  pledge,  exchange,  encumber or dispose of any
Restricted Shares or any Retained  Distributions  during the Restriction Period;
and (v) a breach of any restrictions,  terms or conditions  provided in the Plan
or established  by the Board with respect to any  Restricted  Shares or Retained
Distributions will cause a forfeiture of such Restricted Shares and any Retained
Distributions with respect thereto.

                  (c) A "Change in Control"  of the  Company  shall be deemed to
have occurred on the date upon which (i) the Board (or, if approval of the Board
is not  required as a matter of law,  the  stockholders  of the  Company)  shall
approve (a) any  consolidation  or merger of the Company in which the Company is
not the  continuing  or  surviving  corporation  or pursuant to which  shares of
Common Stock would be converted into cash,  securities or other property,  other
than a merger of the  Company in which the holders of Common  Stock  immediately
prior to the merger have the same proportionate ownership of common stock of the
surviving  corporation  immediately  after the merger,  or (b) any sale,  lease,
exchange,  or  other  transfer  (in  one  transaction  or a  series  of  related
transactions) of all, or substantially all, of the assets of the Company, or (c)
the adoption of any plan or proposal for the  liquidation  or dissolution of the
Company,  or (ii) any person (as such term is  defined in Section  13(d)(3)  and
14(d)(2) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act")),  corporation,  or other  entity  shall  purchase any Common Stock of the
Company (or securities  convertible into the Common Stock) for cash,  securities
or any other consideration pursuant to a tender offer or exchange offer, without
the prior consent of the Board, or any such person,  corporation or other entity
(other  than the  Company or any benefit  plan  sponsored  by the Company or any
subsidiary) shall become the "beneficial owner" (as such term is defined in Rule
13d-3 under the Exchange  Act),  directly or  indirectly,  of  securities of the
Company representing 20 percent or more of the combined voting power of the then
outstanding securities of the Company ordinarily (and apart from rights accruing
under  special  circumstances)  having  the  right  to vote in the  election  of
directors  (calculated  as provided in  paragraph  (d) of such Rule 13d-3 in the
case of rights to acquire the Company's securities),  or (iii) during any period
of two  consecutive  years,  individuals  who at the  beginning  of such  period
constitute  the entire Board shall cease for any reason to constitute a majority
thereof  unless the election,  or the  nomination  for election by the Company's
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period.


         7. COMPLETION OF RESTRICTION PERIOD; FORFEITURE. Upon the completion of
the Restriction Period with respect to an Outside Director's  Restricted Shares,
and the satisfaction of any other applicable restrictions, terms and conditions,
all  Restricted  Shares  issued  to  such  Outside  Director  and  any  Retained
Distributions  with respect to such Restricted  Shares shall become vested.  The
Company shall promptly  thereafter issue and deliver to the Outside Director new
stock  certificates or instruments  representing the Restricted Shares and other
distributions  registered  in the name of the Outside  Director or, if deceased,
his or her legatee, personal representative or distributee, which do not contain
the legend set forth in paragraph 6(b) hereof.


<PAGE>

         If an  Outside  Director  ceases  to be a member  of the  Board for any
reason  other than as set forth in clauses  (i) through  (v) of  paragraph  6(a)
hereof or as the Board may otherwise  approve in accordance with paragraph 6(a),
then all  Restricted  Shares  issued to such  Outside  Director and all Retained
Distributions  with  respect  thereto  shall be forfeited to the Company and the
Outside  Director shall not thereafter have any rights  (including  dividend and
voting   rights)   with   respect  to  such   Restricted   Shares  and  Retained
Distributions.

         8. STATEMENT OF ACCOUNT.  Each Outside Director shall receive an annual
statement, on or about June 1st, showing the number of Restricted Shares granted
to such Outside  Director for that year and the  aggregate  number of Restricted
Shares that have been granted to such Outside Director under the Plan.

         9.  ADJUSTMENT IN EVENT OF CHANGES IN COMMON  STOCK.  In the event of a
recapitalization,  stock  split,  stock  dividend,  combination  or  exchange of
shares,  merger,  consolidation or liquidation or the like, the aggregate number
and class of  Restricted  Shares  available  for grant  under the Plan  shall be
appropriately adjusted by the Board, whose determination shall be conclusive.

         10. NO RIGHT TO NOMINATION.  Nothing contained in the Plan shall confer
upon any Outside Director the right to be nominated for reelection to the Board.

         11. NONALIENATION OF BENEFITS. No right or benefit under the Plan shall
be subject to anticipation, alienation, sale, assignment, hypothecation, pledge,
exchange,  transfer,  encumbrance  or charge,  and any  attempt  to  anticipate,
alienate, sell, assign,  hypothecate,  pledge, exchange,  transfer,  encumber or
charge the same shall be void. No right or benefit hereunder shall in any manner
be liable for or subject to the debts,  contracts,  liabilities  or torts of the
person  entitled  to  such  benefit.  If any  Outside  Director  or  beneficiary
hereunder  should  become  bankrupt or attempt to  anticipate,  alienate,  sell,
assign, hypothecate, pledge, exchange, transfer, encumber or charge any right or
benefit  hereunder,  then such right or benefit shall,  in the discretion of the
Board,  cease and terminate,  and in such event, the Board in its discretion may
hold or apply  the same or any  part  thereof  for the  benefit  of the  Outside
Director, his or her beneficiary,  spouse, children or other dependents,  or any
of them, in such manner and in such proportion as the Board may deem proper.

         12.  APPOINTMENT  OF   ATTORNEY-IN-FACT.   Upon  the  issuance  of  any
Restricted Shares hereunder and the delivery by an Outside Director of the stock
power  referred to in paragraph  6(b) hereof,  such  Outside  Director  shall be
deemed  to  have  appointed  the  Company,   its  successors  and  assigns,  the
attorney-in-fact of the Outside Director,  with full power of substitution,  for
the purpose of carrying  out the  provisions  of this Plan and taking any action
and executing any instruments which such  attorney-in-fact may deem necessary or
advisable   to   accomplish   the  purposes   hereof,   which   appointment   as
attorney-in-fact  shall be irrevocable and coupled with an interest. The Company
as  attorney-in-fact  for the Outside  Director may in the name and stead of the
Outside Director make and execute all conveyances,  assignments and transfers of
the  Restricted  Shares and Retained  Distributions  deposited  with the Company
pursuant to paragraph 6(b) of the Plan and the Outside  Director hereby ratifies
and confirms all that the Company, as said attorney-in-fact,  shall do by virtue
thereof.

         Nevertheless,  the  Outside  Director  shall,  if so  requested  by the
Company,  execute and deliver to the Company all such instruments as may, in the
judgment of the Company, be advisable for the purpose.

<PAGE>

         13. SECTION 4999 RULES.  Notwithstanding any provisions to the contrary
contained  in the Plan,  if the  Payment  (as  hereinafter  defined)  due to the
Outside  Director  hereunder  upon the  occurrence of a Change in Control of the
Company  would be  subject to the  excise  tax  imposed by Section  4999 (or any
successor  thereto) of the Internal Revenue Code of 1986 (the "Code"),  then any
such Payment  hereunder  payable to the Outside Director shall be reduced to the
largest  amount that will result in no portion of the  aggregate of the Payments
from the Company being subject to such excise tax. The term "Payment" shall mean
any transfer of property  within the meaning of Section  280G (or any  successor
thereto) of the Code.

         The  determination of any reduction in Payments under the Plan shall be
made by the  Outside  Director in good faith,  and such  determination  shall be
conclusive and binding on the Company. The Outside Director shall have the right
to  determine  the extent to which the  aggregate  amount of any such  reduction
shall be applied  against  any cash or any shares of stock of the Company or any
other  securities or property to which the Outside Director would otherwise have
been entitled under the Plan, the extent to which the Payments hereunder and any
other  payments due to the Outside  Director  from the Company shall be reduced,
and whether to waive the right to the acceleration of any portion of the Payment
due hereunder or otherwise due to the Outside Director from the Company, and any
such determination shall be conclusive and binding on the Company. To the extent
that  Payments  hereunder  are  not  paid  as a  consequence  of the  limitation
contained  in this  paragraph  13,  then  the  Restricted  Shares  and  Retained
Distributions not so accelerated shall be deemed to remain outstanding and shall
be subject to the provisions of the Plan as if no acceleration had occurred.

         If (a) the Company shall make any Payments  pursuant to the Plan to the
Outside  Director,  (b) an  excise  tax  under  Section  4999 (or any  successor
thereto) of the Code is in fact paid by the Outside  Director  (or is claimed by
the Internal Revenue Service to be due) as a result of any such Payment,  either
alone or  together  with any other  Payments  received  or to be received by the
Outside Director from the Company,  and (c) if nationally  recognized counsel to
the Outside  Director or the Company shall have given an opinion of counsel that
repayment of all or a portion of such  Payments  would result in such excise tax
being refunded to the Outside  Director (or, if not paid, in such excise tax not
being imposed), then the Outside Director shall repay to the Company all or such
portion of such  Payments so that such excise tax will be refunded  (or will not
apply).

         The  Company  shall pay all legal fees and  expenses  which the Outside
Director may incur in any contest of the Outside  Director's  interpretation of,
or determinations under, the provisions of this paragraph 13.

         14.   WITHHOLDING TAXES.

                  (a)  At  the   time  any   Restricted   Shares   or   Retained
Distributions  become vested or payable,  each Outside Director shall pay to the
Company the amount of any Federal,  state or local taxes of any kind required by
law to be withheld with respect thereto.

                  (b) If an Outside Director properly elects (which,  apart from
any other notice required by law, shall require that the Outside Director notify
the Company of such  election  at the time it is made)  within 30 days after the
Company  issues the  certificate  or  certificates  representing  the Restricted
Shares to the Outside Director to include in gross income for Federal income tax
purposes an amount equal to the fair market value of such  Restricted  Shares at
the time of such  issuance,  he or she shall pay to the  Company  in the year of
award of such Restricted Shares the amount of any Federal,  state or local taxes
required to be withheld with respect to such Restricted Shares.

<PAGE>

                  (c) If an Outside  Director  shall  fail to make the  payments
required hereunder,  the Company shall, to the extent permitted by law, have the
right to deduct  from any  payment  of any kind  otherwise  due to such  Outside
Director  any  Federal,  state or local taxes of any kind  required by law to be
withheld with respect to such Restricted Shares.

         15.  AMENDMENT  AND  TERMINATION  OF PLAN.  The  Board  may at any time
terminate  the  Plan or make  such  amendments  to the  Plan  as it  shall  deem
advisable; provided, however, that no termination or amendment of the Plan shall
adversely affect the right of any Outside Director  (without his or her consent)
under  any  grant  previously  made  and any  amendment  shall  comply  with all
applicable laws and regulations and stock exchange listing requirements.

         16.  GOVERNMENT  AND  OTHER  REGULATIONS.   Notwithstanding  any  other
provisions  of  the  Plan,  the  obligations  of the  Company  with  respect  to
Restricted   Shares  shall  be  subject  to  all  applicable   laws,  rules  and
regulations,  and such approvals by any governmental agencies as may be required
or deemed appropriate by the Company. The Company reserves the right to delay or
restrict, in whole or in part, the issuance or delivery of Common Stock pursuant
to any grants of Restricted Shares under the Plan until such time as:

                  (a) any legal  requirements or regulations shall have been met
relating to the  issuance of such  Restricted  Shares or to their  registration,
qualification  or  exemption  from  registration  or  qualification   under  the
Securities Act of 1933 or any applicable state securities laws; and

                  (b) satisfactory assurances shall have been received that such
Restricted  Shares when delivered  will be duly listed on any  applicable  stock
exchange.

         17.  NONEXCLUSIVITY  OF PLAN.  Neither the  adoption of the Plan by the
Board nor the  submission  of the Plan to the  stockholders  of the  Company for
approval  shall be  construed as creating  any  limitations  on the power of the
Board to adopt  such  other  incentive  arrangements  as it may deem  desirable,
including  without  limitation,  the awarding of stock  otherwise than under the
Plan, and such  arrangements  may be either  generally  applicable or applicable
only in specific cases.

         18.  GOVERNING  LAW.  The Plan shall be governed  by, and  construed in
accordance with, the laws of the State of New York.

         19.  EFFECTIVE DATE OF THE PLAN.  The Plan shall become  effective on a
date  which  is the  latter  of  (i)  the  date  the  Plan  is  approved  by the
stockholders  of  the  Company  entitled  to  vote  at  the  annual  meeting  of
stockholders of the Company to be held in 1988, or any adjournment  thereof; and
(ii) the date on which the Company  receives a favorable  interpretative  letter
from the Commission to the effect that (x) the grant of Restricted  Shares under
the Plan is exempt from the  operation of Section  16(b) of the Exchange Act and
(y) Outside Directors who receive Restricted Shares under the Plan will continue
to be  "disinterested  persons"  within  the  meaning  of Rule  16b-3  under the
Exchange Act with respect to administration of the Company's other stock related
plans in which only employees of the Company (including officers, whether or not
they are directors) and its subsidiaries may participate.

         20. BENEFICIARIES. Each Outside Director may designate any person(s) or
legal entity(ies),  including his or her estate, as his or her beneficiary under
the Plan.  Such  designation  shall be made in  writing on a form filed with the
Secretary of the Company or his or her designee and may be revoked or changed by
an Outside  Director at any time by filing written notice of such  revocation or
change with the  Secretary of the Company or his or her  designee.  If no person
shall be designated by an Outside  Director as his or her  beneficiary  or if no
person  designated by such Outside  Director as his or her beneficiary  survives
such Outside Director,  the Outside  Director's  beneficiary shall be his or her
estate.