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                                                                    EXHIBIT 10.1


                     Adopted by the Benefits Officer 8/9/02



                                 AMENDMENT NO. 2
                                     TO THE
                              AOL TIME WARNER INC.
                           DEFERRED COMPENSATION PLAN
                   (AMENDED AND RESTATED AS OF AUGUST 1, 2001)


1.      The following new Section 2.5 is added to Article II and the prior
Sections 2.5 through 2.28 are redesignated as Sections 2.6 through 2.29,
respectively:

                2.5     ASSISTANT BENEFITS OFFICER: The Assistant Benefits
                Officer provided for herein.

2.      Subsection 3.1(ii) is amended to read, to the end of the first sentence
        thereof, as follows:

                                (ii)    have a current base salary plus bonus in
                                        excess of, or projected to be in excess
                                        of, the Compensation Limit or are
                                        otherwise designated as eligible by the
                                        Benefits Officer.

3.      Section 3.2 is amended by deleting the third sentence thereof and
        changing the fifth sentence to read as follows:

                In lieu of designating a percentage, the Eligible Employee may
                elect to have a specific dollar amount of the bonus deferred or
                may make such other deferral election as may be approved from
                time to time by the Benefits Officer.

4.      Subsection 3.3 (i) is amended to read as follows:

                                (i)     the percentage of the bonus or
                                        compensation specified in Section 3.2
                                        (b) to be deferred or the specific
                                        dollar amount to be deferred (provided,
                                        however, that if such specific dollar
                                        amount exceeds the amount eligible for
                                        deferral, no deferral shall be made);

5.      Section 4.4 is amended to read as follows:

                        4.4     CHANGES IN INVESTMENT DIRECTION. A Participant
                or Inactive Participant may make one Investment Direction in
                each calendar quarter, with respect to each of new deferrals and
                previous deferrals and


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                any earnings thereon; provided, however, that one additional
                Investment Direction may be made in each calendar quarter in
                which any Investment Fund is made available, or ceases to be
                available, as provided for in Section 2.20, with respect to each
                of new deferrals and previous deferrals and any earnings
                thereon.

6.      The last sentence of Subsection 5.2(iii) is amended to read as follows:

                The request must be for 100% of each deferral Year and
                contribution source.

7.      Clause (i) in the second sentence of Subsection 5.4(b) is amended to
        read as follows:

                (i) must be for full Years, and for no fewer than 36 months from
                the beginning of the month in which such additional deferral is
                requested.

8.      Subsection 5.4(b) is amended by adding the following sentence at the end
        thereof:

                Instead of requesting an additional deferral, a Participant may
                request that an in-service payment be payable prior to the year
                scheduled, provided that no such payment date may be requested
                which is within 36 months of the date of the request; any such
                requests shall be subject to the requirements set forth in
                clauses (ii) through (iv) of the second sentence of this
                subsection.

9.      The following new Section 5.13 is added to Article V:

                        5.13    WITHDRAWALS WITH PENALTY. A Participant may
                                elect, at any time, but only once in a Year, to
                                withdraw some or all of his or her Deferred
                                Compensation Account balance; provided, however,
                                that: (i) the amount of the withdrawal shall be
                                subject to imposition of a withdrawal penalty
                                equal to 10% of the withdrawal amount; (ii) the
                                amount of the withdrawal must be for the entire
                                Deferred Compensation Account balance or for
                                100% of a deferral Year and contribution source;
                                and (iii) each such election must be made no
                                fewer than 60 days prior to a previously
                                scheduled distribution election. Payments of
                                early withdrawal elections shall be made as soon
                                as practicable, and are subject to applicable
                                federal, state and local withholding taxes.

10.     Section 6.7 is amended to read as follows:

                        6.7     DELEGATION OF DUTIES. The Benefits Officer may
                                authorize others to execute or deliver any
                                instrument or to make any payment in his



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                                or her behalf and may delegate any of his or her
                                powers or duties to others as he or she shall
                                determine, including the delegation of such
                                powers and duties to an Assistant Benefits
                                Officer who shall be appointed by the Benefits
                                Officer. In the event of such delegation, the
                                Assistant Benefits Officer shall for all
                                purposes of the Plan be considered the Benefits
                                Officer and all references to the Benefits
                                Officer shall be deemed to be references to such
                                Assistant Benefits Officer when acting in such
                                capacity. The Benefits Officer and the Assistant
                                Benefits Officer may retain such counsel, agents
                                and clerical, medical, accounting and actuarial
                                services as they may require in carrying out
                                their functions.

11.     Items 1 and 10 are effective as of August 1, 2002; items 2 through 8 are
effective as of April 1, 2002, and item 9 is effective as of June 3, 2002.








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