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                                   TIME WARNER
                           DEFERRED COMPENSATION PLAN
                  (AMENDED AND RESTATED AS OF NOVEMBER 1, 1995)

                                    ARTICLE I

                            ESTABLISHMENT OF THE PLAN

        1.1  ESTABLISHMENT  OF  PLAN.  Time  Warner  Inc.  (the  "Company")  has
established this plan for certain Employees  effective as of September 15, 1993,
known as the Time Warner Deferred Compensation Plan (the "Plan").

        The  purposes of the Plan are to provide  Eligible  Employees a means of
irrevocably  deferring to a future year the receipt of certain  compensation and
to enable  Employing  Companies that  participate in certain  qualified  defined
contribution plans to provide benefits under this Plan to certain Employees with
respect to certain compensation in excess of the Compensation Limit.

        1.2  APPLICABILITY  OF PLAN.  The  provisions of the Plan are applicable
only to Employees of Employing Companies employed on or after the effective date
of the Plan.

        The  Plan  is  intended  to  be  an  unfunded,   non-qualified  deferred
compensation  plan  maintained  primarily for the purpose of providing  deferred
compensation for a select group of management or highly compensated employees.

                                   ARTICLE II

                                   DEFINITIONS

        2.1  DEFINITIONS.  Whenever used in the Plan, the following  terms shall
have  the  respective  meanings  set  forth  below  unless  otherwise  expressly
provided, and when the defined meaning is intended, the term is capitalized.

        2.2    "CODE"  means the Internal Revenue Code of 1986, as amended.

        2.3 "COMMITTEE" means the committee appointed by the Company as provided
in Section 7.1.

        2.4    "COMPANY"  means Time Warner Inc.

        2.5  "COMPENSATION  LIMIT"  means  the  compensation  limit  of  Section
401(a)(17) of the Code, as adjusted under Section  401(a)(17)(B) of the Code for
increases in the cost of living.




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        2.6  "DEFERRED   COMPENSATION   ACCOUNT"  means  the  separate   account
established  under  Article  V of the  Plan for  each  Participant  representing
amounts deferred by a Participant  pursuant to Article III and Employing Company
Allocations credited to a Participant pursuant to Article IV.

        2.7  "DISABILITY"  means permanent and total disability as determined by
the  Social  Security   Administration  or  any  disability  which  qualifies  a
Participant  for benefits under the provisions of the Time Warner Inc. Long Term
Disability Plan or, in the case of an employee covered by a long term disability
plan of TWE or a Related Company,  under the provisions of such plan,  whichever
shall occur first.

        2.8 "ELIGIBLE  EMPLOYEE"  means an individual who meets the  eligibility
requirements of Section 3.1.

        2.9    "EMPLOYEE"  means an individual employed by an Employing Company.

        2.10 "EMPLOYING  COMPANY" means:  (a) the Company,  (b) TWE and (c) each
Related Company which has been authorized by the Committee to participate in the
Plan and has adopted the Plan.

        2.11 "EMPLOYING  COMPANY  ALLOCATIONS"  means the allocations made under
the Plan pursuant to Article IV.

        2.12 "INACTIVE  PARTICIPANT"  means a Participant  whose  employment has
terminated  and  whose  Deferred   Compensation   Account  has  not  been  fully
distributed.

        2.13  "PARTICIPANT"  means each Employee who participates in the Plan in
accordance with the terms and conditions of the Plan.

        2.14 "PLAN" means this plan, the Time Warner Deferred  Compensation Plan
as set forth herein and as it may be amended from time to time.

        2.15  "RELATED  COMPANY"  means any  entity of which,  as of the time of
computation,  at least 50% of the outstanding voting stock or ownership interest
is owned, either directly or indirectly, by the Company or TWE.

        2.16  "RETIREMENT"  means that a Participant,  as of the date his or her
employment  terminates,  is  eligible  for  retirement  under  the then  current
qualified  defined benefit plan of the Company,  TWE or the Related Company from
which  he or she is  terminating  employment.  If such  company  does not have a
qualified  defined benefit plan,  eligibility for retirement shall be determined
by the applicable  provision in the qualified defined  contribution plan of such
company for which the  Participant is eligible,  and, if more than one, the plan
which would result in the earliest distribution under this Plan.

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        2.17   "TWE"  means Time Warner Entertainment Company, L.P.

        2.18 "VALUATION  DATE" means the last day of each calendar month. On and
after December 1, 1994, Valuation Date means each day of each calendar month.

                                   ARTICLE III

                              PARTICIPANT DEFERRALS

        3.1  ELIGIBILITY.  The  Employees who shall be eligible to make deferral
elections under the Plan are those salaried  officers and other key employees of
an Employing  Company who at the time of a deferral election pursuant to Section
3.3 below:

                    (i)    are on the U.S. payroll of the Employing Company; and


                      (ii)   have a current  base salary plus bonus in excess of
                             the Compensation Limit or are otherwise  designated
                             as eligible by the Committee.  For purposes of this
                             subsection 3.1(ii),  "bonus" means any annual bonus
                             (paid or  deferred)  pursuant to a regular  program
                             (but   excluding   long-term  cash  incentive  plan
                             payments other than those  specified in Section 3.5
                             and commission,  spot and similar  bonuses) for the
                             year preceding the current  calendar  year,  except
                             that, in the case of a deferral election to be made
                             by a newly hired Employee  (which election shall be
                             made  available  at  the  sole  discretion  of  the
                             Employing  Company),  with respect to a bonus to be
                             earned in (A) the current  year,  "bonus" means the
                             target  or  otherwise   estimated  bonus  for  that
                             portion of the current calendar year after the date
                             of his or her  hire,  and  (B) the  year  following
                             hire,   "bonus"   means  the  target  or  otherwise
                             estimated bonus for the current calendar year.

        The  Committee  may  from  time  to  time,  in  its  sole  and  absolute
discretion,  modify the above eligibility  requirements and make such additional
or other requirements for eligibility as it may determine.

        3.2 COMPENSATION  ELIGIBLE FOR DEFERRAL.  An Eligible Employee may elect
to defer  receipt of all or a  specified  portion of any bonus,  but only to the
extent the receipt thereof would cause the Eligible  Employee's  compensation to
exceed the  Compensation  Limit.  Each such  deferral  shall be  expressed  as a
percentage, in 10% increments only, but in no event shall any election result in
a deferral of less than $5,000.  In the case of a deferral  election  made on or
after November 1, 1994,  the Eligible  Employee may elect to have the designated
percentage apply only to that portion of the bonus in excess of a certain dollar

                                       3


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amount  that he or she  specifies  when  making the  election.  In the case of a
deferral  election made on or after January 1, 1995,  the Eligible  Employee may
elect to have a specific  dollar amount of the bonus  deferred.  For purposes of
this Section  3.2,  "bonus"  means any annual  bonus paid  pursuant to a regular
program (but  excluding  long-term cash incentive plan payments other than those
specified  in Section 3.5 and  commission,  spot and similar  bonuses) and which
would  otherwise  be payable in cash to an Eligible  Employee for services as an
Employee.

        3.3 DEFERRAL  ELECTIONS.  An Eligible  Employee  with the consent of the
Committee   may  annually  make  an   irrevocable   election  to  defer  certain
compensation   described  in  Section  3.2  and  participate  herein  by  timely
delivering a properly executed election to the Committee on a form prescribed by
the Committee.  The election form shall specify with respect to the compensation
to be  deferred  for the year,  pursuant  to the  provisions  of Section 3.2 and
Article VI:

                      (i)    the percentage of the regular bonus to be deferred,
                             or,  for  elections  made on or after  November  1,
                             1994,  the certain  dollar  amount of such bonus in
                             excess of which the deferral has been  elected,  if
                             applicable  or,  for  elections  made  on or  after
                             January 1, 1995,  the specific  dollar amount to be
                             deferred; and

                      (ii)   the time for the  commencement  of  payment  of the
                             deferred  compensation,  which  must be  either  on
                             account of retirement  or at an in-service  year to
                             be specified by the Eligible Employee. Compensation
                             which is to be deferred  to an in- service  payment
                             date  must be  deferred  for no  fewer  than  three
                             calendar  years  following the year in which it was
                             earned.

        3.4 EFFECTIVE  DATE OF ELECTION.  (a) An election to defer  compensation
must be received by the Committee prior to the beginning of the calendar year in
which such compensation is earned.  Such an election shall become irrevocable as
of the last day of the calendar  year prior to the  calendar  year in which such
compensation is earned.

               (b)  Notwithstanding  the date specified in subsection (a) above,
the  Committee  may prescribe an earlier or later date by which time an Eligible
Employee must elect to defer such compensation.

               (c) Under no circumstances  may an Eligible  Employee at any time
defer  compensation to which he or she has attained a legally  enforceable right
to receive currently.

        3.5 CERTAIN  INCENTIVE PLANS.  Notwithstanding  anything to the contrary
herein,  the term "bonus"  wherever  used in this Article III shall  include any
amounts paid to eligible  employees of (i) the following  divisions of TWE: Home
Box Office and Home Box Office


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Communications,  who  participate in the 1993-1995 Cash Flow Incentive Plan, the
1996-1999 Cash Flow  Incentive  Plan,  and any successor  plan,  with respect to
amounts they may earn under such incentive plans,  provided,  however,  that any
such elections shall be made irrevocably either before the beginning of the term
of the  applicable  plan or within  30 days  after the  signing  of an  eligible
employee's  renegotiated or newly negotiated  employment contract,  or (ii) Time
Inc. and its  subsidiaries  and affiliates,  who participate in a Phantom Equity
Plan  ("PEP"),  provided,  however,  that  any  such  elections  shall  be  made
irrevocably during the third year of a four year PEP cycle.

                                   ARTICLE IV

                          EMPLOYING COMPANY ALLOCATIONS

        4.1  EMPLOYING  COMPANY  ALLOCATIONS.  (a)  Subject  to the right of the
Company or the Committee to modify,  amend or terminate the Plan, and to modify,
suspend or discontinue the respective  Employing  Company  Allocations under the
Plan, each Employing Company may make Employing Company Allocations with respect
to a designated  year, on behalf of the employees of such Employing  Company who
are  eligible  as  provided  in  this  Article  IV  to  have  Employing  Company
Allocations allocated to their Deferred Compensation Accounts under the Plan for
such year.

        (b) All Employing Company Allocations shall be allocated and credited to
each such  Deferred  Compensation  Account as provided  in Section  5.3(a) in an
amount equal to the allocation under such qualified  defined  contribution  plan
the Employee  would have  received if his or her  Compensation  in excess of the
Compensation  Limit  were  included,  or such  other  amount  determined  by the
Committee, in its sole and absolute discretion,  under the applicable provisions
of this Plan.

        (c) An  Employee is eligible  to have an  Employing  Company  Allocation
credited to his or her Deferred Compensation Account under the Plan for any year
only if the Employee's Compensation exceeds the Compensation Limit in effect for
such plan year.

        (d) Employing Company Allocations shall be credited only with respect to
an Employee's Compensation in excess of the Compensation Limit in effect for the
year for which such  allocations are credited,  up to a maximum  Compensation of
$250,000 for 1994.  The maximum  Compensation  shall be increased by 5% annually
for each year after 1994, but shall in no event exceed $350,000.

        (e) All Employing Company Allocations shall be distributed in accordance
with the  provisions of Article VI,  provided  however,  that the  provisions in
Sections 6.1(e) and 6.3 for in-service payments shall not apply to such amounts.

        4.2 COMPENSATION.  For purposes of this Article,  "Compensation" for any
Employee  shall  have the same  meaning  as  defined  in the  qualified  defined
contribution plan


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of the Employing Company with respect to which it is making an Employing Company
Allocation on behalf of the Employee,  provided  however,  that the Compensation
Limit  in  such  qualified  defined  contribution  plan's  definition  shall  be
disregarded  and any bonuses  deferred under this Plan shall be included in this
definition  of  Compensation  unless any such bonus would be excluded  under the
definition  of  compensation  in  such  qualified  defined   contribution  plan,
regardless of the Compensation  Limit.  The Committee,  in its sole and absolute
discretion,  may make such  modifications to such definition with respect to the
Plan as it considers necessary or desirable.

        4.3  ELIGIBILITY,  PARTICIPATION  AND VESTING.  As to any Employee,  the
rules regarding eligibility,  participation and vesting of the qualified defined
contribution plan of the Employing Company with respect to which it is making an
Employing Company  Allocation on behalf of the Employee shall also apply to this
Plan, but only as to such Employing Company  Allocation.  The Committee,  in its
sole and absolute  discretion,  may make such  modifications  to such rules with
respect to the Plan as it considers  necessary or desirable.  Any such Employing
Company Allocations for (i) eligible employees  participating in the Time Warner
Employees'   Savings  Plan  (the  "Savings  Plan"),   (ii)  eligible   employees
participating  in the Time Warner  Employees'  Stock  Ownership Plan  ("TESOP"),
(iii)  eligible  employees  participating  in the Time  Warner  Thrift Plan (the
"Thrift Plan"),  and (iv) eligible  employees  participating in the Warner Music
Group Inc. Profit Sharing Plan (the "Profit Sharing Plan"), shall become vested,
in the case of the (i)  Savings  Plan or TESOP  participants,  only  after  four
Periods of Service or Years of  Service,  (ii) Thrift  Plan  participants,  only
after five Periods of Service or Years of Service, and (iii) Profit Sharing Plan
participants,  only after five Years of Service. "Period of Service" or "Year of
Service" shall be as determined under each such respective qualified plan.

                                    ARTICLE V

                          DEFERRED COMPENSATION ACCOUNT

        5.1 DEFERRED  COMPENSATION  ACCOUNT. (a) A Deferred Compensation Account
shall be established for each Participant who makes a deferral election pursuant
to Article III or for whom an Employing Company  Allocation is credited pursuant
to Article IV. Compensation deferred by a Participant in any year under the Plan
and Employing Company  Allocations,  along with the hypothetical  income on such
amounts, shall be credited to the Participant's Deferred Compensation Account.

               (b) The Company shall maintain the Deferred Compensation Accounts
of all  Participants  who are  employed,  at the time a  deferred  amount  would
otherwise  be payable or an Employing  Company  Allocation  is  credited,  by an
Employing Company other than TWE or an Employing Company owned primarily through
TWE. TWE shall maintain the Deferred  Compensation  Accounts of all Participants
who are employed, at such times, by TWE or any Employing Company owned primarily
through TWE.


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               (c) All  payments  made under the Plan shall be made  directly by
the Company or TWE, as  applicable  pursuant to subsection  (b) above,  from the
respective  company's  general assets and no deferred  compensation or Employing
Company Allocations shall be segregated or earmarked or held in trust.

        5.2  HYPOTHETICAL  INVESTMENT.  (a) Amounts  credited to a Participant's
Deferred  Compensation  Account  shall be deemed to be invested in the following
deemed  investment  vehicle:  A  hypothetical  fixed  income fund which shall be
deemed to accrue interest,  compounded  monthly on each Valuation Date, for each
month of the  deferral  period,  at a deemed  rate  which  shall be equal to the
long-term  applicable  federal  rate for each  such  month as  announced  by the
Internal Revenue Service.  On and after December 1, 1994, such interest shall be
compounded daily on each Valuation Date.

               (b) If the  Committee  shall  determine  in good faith that it is
impossible or impractical to maintain the deemed investment vehicle described in
subsection (a) above,  the Committee  may, in its sole and absolute  discretion,
replace such  investment  vehicle  with a deemed  investment  vehicle  which the
Committee  has  determined,   in  its  sole  and  absolute  discretion,   to  be
substantially similar thereto.

        5.3  MANNER  OF  HYPOTHETICAL  INVESTMENT.   (a)  For  purposes  of  the
hypothetical investment under Section 5.2, deferred compensation,  including any
Employing  Company  Allocations,  shall be considered to be invested on the date
the recordkeeper of the Plan records the deferral  amount.  For amounts deferred
pursuant  to  deferral  elections  made  prior to  November  1,  1994,  deferred
compensation shall be considered to be invested as of the first day of the month
in which the compensation would otherwise have been payable.

               (b) Distributions from Deferred Compensation Accounts pursuant to
Article VI shall accrue  interest  only through the Valuation  Date  immediately
prior to the commencement of processing of any such distribution.

               (c) As of each Valuation  Date, the value of a  Participant's  or
Inactive  Participant's  Deferred Compensation Account shall be equal to the sum
of:

                      (i)    the amounts,  if any,  deferred by the  Participant
                             pursuant to Article III;

                      (ii)   the   amounts,   if  any,  of   Employing   Company
                             Allocations credited pursuant to Article IV; and

                      (iii)  interest which has accrued pursuant to this Article
                             V; reduced by:

                      (iv)   any amounts distributed pursuant to Article VI.



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               5.4 STATEMENT OF ACCOUNT. As soon as practicable after the end of
each  calendar  quarter,  a  statement  shall  be sent to each  Participant  and
Inactive  Participant  with  respect  to  the  value  of  his  or  her  Deferred
Compensation Account as of the end of such quarter.

                                   ARTICLE VI

                    PAYMENT OF DEFERRED COMPENSATION ACCOUNT

        6.1  PAYMENT  ON  ACCOUNT  OF  RETIREMENT.  (a)  In  the  event  of  the
termination of the Participant's  employment with the Company,  TWE or a Related
Company  on  account  of his  or  her  Retirement,  the  Participant's  Deferred
Compensation  Account  shall  be  distributed  to  him or  her  in  five  annual
installment payments.

               (b)  Notwithstanding  subsection  (a) above,  if the value of the
Participant's  Deferred  Compensation  Account  is less than  $50,000  as of the
Valuation Date  immediately  prior to the date of  Retirement,  payment shall be
made in a lump sum.

               (c)  Notwithstanding  subsection  (a) above,  if the value of the
Participant's  Deferred  Compensation  Account  is  $50,000  or  more  and  such
Participant  has requested a lump sum payment,  by delivering  written notice to
the  Committee on a form  prescribed  by it, at least one calendar year prior to
his or her  Retirement  date,  the  Committee  may,  in its  sole  and  absolute
discretion, make payment in a lump sum.

               (d) The first installment, or lump sum, as the case may be, shall
be distributed as soon as practicable after the January 1 immediately  following
the  date  of  Retirement.  Subsequent  annual  installment  payments  shall  be
distributed as soon as practicable after each following January 1.

               (e)  Notwithstanding  the payment  provisions in subsections (a),
(b), (c) and (d) above,  the  Committee  may  instead,  in its sole and absolute
discretion,  prior to a Participant's  actual  Retirement date, make one special
in-service  payment  in a lump sum of all or any  portion  of the  Participant's
Deferred  Compensation  Account (but not less than $5,000), to be distributed as
soon as  practicable  after the  expiration of 36 months  following the month in
which  the  Participant  has  requested  such  special   in-service  payment  by
delivering written notice to the Committee on a form prescribed by it.

                      (i)    The value of any such  special  in-service  payment
                             shall not include  amounts  payable under  existing
                             in-service    payment    elections    or    amounts
                             attributable to Employing Company Allocations.


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                      (ii)   Interest  which has  accrued  with  respect  to any
                             special  in-service payment shall be payable at the
                             time  of  such  payment  and  shall  be  calculated
                             pursuant to Section 5.2.

                      (iii)  In   the   event   of   the   termination   of  the
                             Participant's employment with the Company, TWE or a
                             Related  Company  for  any  reason,  prior  to  the
                             payment of any such special in-service payment, any
                             such amount shall be paid in the same manner and at
                             the same time or times as any other payments of the
                             Participant's   account  due  under  this  Article.
                             Interest on such  in-service  payment shall be paid
                             at the time of such payment and shall be calculated
                             pursuant  to  Section  5.2.  In the event of death,
                             payment  shall be made as  provided  for in Section
                             6.5.

        6.2  PAYMENT ON ACCOUNT OF  DISABILITY.  (a) In the event a  Participant
meets the  definition of  Disability,  the value of the  Participant's  Deferred
Compensation  Account  shall  be  distributed  to  him or  her  in  five  annual
installment payments.

               (b)  Notwithstanding  subsection  (a) above,  if the value of the
Participant's  Deferred  Compensation  Account  is less than  $50,000  as of the
Valuation  Date  immediately  prior to the date the  definition of Disability is
met, payment shall be made in a lump sum.

               (c) The first installment, or lump sum, as the case may be, shall
be distributed as soon as practicable after the January 1 immediately  following
the date the Participant has met the definition of Disability. Subsequent annual
installment  payments shall be  distributed  as soon as  practicable  after each
following January 1.

               (d) If a Participant or Inactive  Participant no longer meets the
definition of Disability and returns to work with the Company,  TWE or a Related
Company,  no further  payments shall be made on account of the prior  Disability
and distribution of his or her remaining Deferred  Compensation Account shall be
made as otherwise provided in this Article VI.

        6.3  IN-SERVICE   PAYMENTS  (a)  An  in-service  payment  elected  by  a
Participant  pursuant to Section  3.3(ii) shall be  distributed in a lump sum as
soon as practicable after January 1 in the year specified by the Participant.

               (b) Notwithstanding  subsection (a) above, if the Participant has
requested,  by delivering  written notice to the Committee prior to January 1 of
the year  preceding  that in which the  in-service  payment  is to be made,  the
Committee  may, in its sole and absolute  discretion,  defer such payment  until
such later year as the Participant may request. Any such additional deferral (i)
must be for full  calendar  years,  and for no fewer than three  calendar  years
following the year in which payment would have been made but for the  additional
deferral, (ii) must be for the whole amount originally deferred,  (iii) can only
be


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made once with respect to any in-service payment,  and (iv) shall be distributed
in a lump sum as soon as  practicable  after January 1 in the year  specified by
the  Participant.  In lieu of specifying  the year in which the payment is to be
made, the  Participant may specify that payment of the deferral shall be made on
account of  retirement,  in which case it shall be  distributed in a lump sum as
soon as  practicable  after the  January  1  immediately  following  the date of
Retirement.

               (c) Interest  which has accrued with respect to the amount of any
in-service  payment  shall be payable at the time of such  payment  and shall be
calculated pursuant to Section 5.2.

               (d) In the event of the termination of a Participant's employment
for any reason prior to the time any  in-service  payment under this Section 6.3
would have been made,  distribution  of such payment shall be made  according to
the manner of payment  specified in Section 6.1,  6.2, 6.4 or 6.5,  based on the
Participant's actual reason for termination of employment.

               (e) The Committee may, in its sole and absolute discretion, defer
any in- service payment  previously elected by any officer of the Company or TWE
who at the time of the  designated  in-service  payment  date is at or above the
level of a senior  vice  president.  In the  event of any such  deferral  by the
Committee,  payment  shall be made under this  Article VI as if such officer had
made a deferral election for payment on account of Retirement.

        6.4  PAYMENT ON  ACCOUNT  OF  TERMINATION  OF  EMPLOYMENT  OTHER THAN ON
ACCOUNT OF DEATH, DISABILITY OR RETIREMENT.  (a) In the event of the termination
of employment with the Company,  TWE or a Related Company for reasons other than
death,  Disability  or  Retirement,  the  value  of the  Participant's  Deferred
Compensation  Account  shall  be  distributed  to  him or  her  in  five  annual
installment  payments.  A Participant shall not be considered to have terminated
employment  for  purposes  of the Plan if he or she  transfers  directly  to the
Company, TWE or a Related Company.

               (b)  Notwithstanding  subsection  (a) above,  if the value of the
Participant's  Deferred  Compensation  Account  is less than  $50,000  as of the
Valuation Date immediately prior to the date of such termination,  payment shall
be made in a lump sum.

               (c) The first installment, or lump sum, as the case may be, shall
be distributed as soon as practicable after the January 1 immediately  following
the  date  the  Participant  has  terminated   employment.   Subsequent   annual
installment  payments shall be  distributed  as soon as  practicable  after each
following January 1.

        6.5   PAYMENT  TO   BENEFICIARY   OR  ESTATE  IN  THE  EVENT  OF  DEATH.
Notwithstanding  the provisions for payment  described in Sections 6.1, 6.2, 6.3
and  6.4  above,  in the  event  of  the  death  of a  Participant  or  Inactive
Participant before the distribution of his or her Deferred


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Compensation  Account  has  commenced,  or before  such  account  has been fully
distributed,  such  account  shall  be  determined  as  of  the  Valuation  Date
coincident  with or immediately  prior to the date that the Committee  commences
the  processing of the  distribution,  after both a written notice of his or her
death and a death certificate have been received by the Committee.  Such account
shall be distributed in a lump sum to the person or persons designated from time
to time by a  Participant  or  Inactive  Participant  by  written  notice to the
Committee as beneficiary  or  beneficiaries  to receive  payments under the Plan
after his or her death,  which designation has not been revoked by notice to the
Committee  at the date of such death.  Any such notice  shall be in such form as
required by the Committee or  acceptable  to it which is properly  completed and
delivered  to the  Committee,  any member  thereof or its  designee and shall be
deemed to have been given when it is actually  received by any such  individual.
If no person has been designated as  beneficiary,  or if no person so designated
survives  the  Participant  or  Inactive  Participant,  such  account  shall  be
distributed  in a lump  sum as  soon  as  practicable  thereafter  to his or her
estate.

        6.6 SEVERE UNFORESEEABLE  FINANCIAL EMERGENCY PAYMENTS.  Notwithstanding
any  other  provisions  of  the  Plan,  if  the  Committee   determines,   after
consideration of an application of a Participant or Inactive  Participant,  that
such  individual  has a  severe  unforeseeable  financial  emergency  of  such a
substantial  nature  and  beyond  the  individual's  control  that a payment  of
compensation  previously  deferred  under  the Plan or  recision  of a  deferral
election is warranted,  the Committee may, in its sole and absolute  discretion,
direct that all or a portion of the balance of his or her Deferred  Compensation
Account  be paid to such  individual  in  such  manner  and at such  time as the
Committee  shall  specify,  or may  rescind,  in whole or in  part,  a  deferral
election with respect to a bonus  deferred but not yet payable,  but only to the
extent reasonably required to satisfy the emergency need.

        6.7 INCAPACITY.  The Committee may direct that any amounts distributable
under the Plan to a person under a legal  disability be made to (and be withheld
until the appointment of) a representative  qualified pursuant to law to receive
such payment on such person's behalf.

        6.8 VALUATION OF DISTRIBUTIONS. For purposes of distribution pursuant to
this  Article VI, the balance of each  Deferred  Compensation  Account  shall be
valued  as of the  Valuation  Date  immediately  preceding  the  date  that  the
Committee  commences the processing of the  distribution  of the balance of such
account, or the particular installment thereof.

        6.9 METHOD OF PAYING INSTALLMENTS.  Installment payments as provided for
in this  Article VI shall be paid as follows:  20% of the value of the  Deferred
Compensation  Account subject to installment payments shall be paid in the first
installment; 25% of the remaining value shall be paid in the second installment;
33.3% of the remaining value shall be paid in the third installment;  50% of the
remaining  value  shall  be  paid  in the  fourth  installment;  and  all of the
remaining value in the account shall be paid in the fifth and final installment.


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                                   ARTICLE VII

                                 ADMINISTRATION

        7.1 THE  COMMITTEE.  The Plan  shall  be  administered  by a  Committee,
consisting  of not less than three members to be appointed by the Company and to
serve at the pleasure of the Company.  Any member of the Committee may resign at
any time by giving notice to the Company. Any such resignation shall take effect
at the date of receipt of such  notice or at any later date  specified  therein;
and, unless  otherwise  specified  therein,  the acceptance of such  resignation
shall not be necessary to make it effective.  No member of the  Committee  shall
receive  any  compensation  for his or her  services as such.  Participants  and
Inactive Participants may be members of the Committee but may not participate in
any decision  affecting  their own account in any case where the  Committee  may
take discretionary action under Article VI.

        A majority of the members of the Committee shall constitute a quorum for
the  transaction  of  business.  All  resolutions  or other  action taken by the
Committee shall be by a vote of a majority of its members present at any meeting
or,  without a meeting,  by  instrument  in writing  signed by all its  members.
Members of the Committee may participate in a meeting of such Committee by means
of a conference telephone or similar  communications  equipment that enables all
persons  participating in the meeting to hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

        The Committee shall be the  administrator of the Plan and shall have all
powers necessary to administer the Plan,  including  discretionary  authority to
determine  eligibility  for benefits and to decide claims under the terms of the
Plan,  except  to the  extent  that any such  powers  are  vested  in any  other
fiduciary by the Plan or by the  Committee.  The Committee may from time to time
establish  rules  for the  administration  of the  Plan,  and it shall  have the
exclusive  right  to  interpret  the  Plan to  decide  any  matters  arising  in
connection  with the  administration  and operation of the Plan.  All its rules,
interpretations  and decisions  shall be conclusive and binding on the Employing
Companies and on Eligible Employees, Participants and Inactive Participants.

        The  Committee  may delegate any of its powers or duties to others as it
shall determine and may retain counsel,  agents and such clerical and accounting
services as it may require in carrying out the provisions of the Plan.

        The  Committee  may  rely  conclusively  upon  all  tables,  valuations,
certificates,  opinions  and  reports  furnished  by  any  actuary,  accountant,
controller,  counsel or other  person who is employed or engaged for any purpose
in connection with the administration of the Plan.


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        Neither  the  Committee  nor a member of the board of  directors  of the
Company  or the  board of  directors  (or  governing  body) of TWE or a  Related
Company and no  employee of the  Company,  TWE or any Related  Company  shall be
liable for any act or action  hereunder,  whether of omission or commission,  by
any other member or employee or by any agent to whom duties in  connection  with
the  administration  of the Plan have been  delegated  or for  anything  done or
omitted to be done in connection with the Plan.

        The  Committee  shall  keep a record of all its  proceedings  and of all
payments  directed by it to be made to Participants or Inactive  Participants or
payments made by it for expenses or otherwise.

        7.2  INDEMNIFICATION.  The Company and TWE shall,  to the fullest extent
permitted by law,  indemnify each director,  officer or employee of the Company,
TWE or any Related Company (including the heirs,  executors,  administrators and
other personal  representatives of such person) and each member of the Committee
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement,  actually and  reasonably  incurred by such person in connection
with any  threatened,  pending or actual  suit,  action or  proceeding  (whether
civil,  criminal,  administrative  or  investigative  in nature or otherwise) in
which such person may be involved by reason of the fact that he or she is or was
serving any employee benefit plans of the Company, TWE or any Related Company in
any capacity at the request of such company.

        7.3 EXPENSES OF  ADMINISTRATION.  Any expense incurred by the Company or
the Committee  relative to the  administration  of the Plan shall be paid by the
Employing Companies in such proportions as the Company may direct.

        7.4  BENEFIT  CLAIMS.  All  claims  for  benefits  under  the  Plan by a
Participant  or beneficiary  shall be made in writing to a person  designated by
the Committee for such purpose.  If the designated  person receiving a claim for
benefits  believes  that the claim should be denied,  he or she shall notify the
claimant in writing of the denial of the claim within ninety (90) days after his
or her receipt  thereof.  Such notice shall (a) set forth the specific reason or
reasons for the denial, making reference to the pertinent provisions of the Plan
or the Plan documents, if applicable, on which the denial is based, (b) describe
any additional  material or information that should be received before the claim
request  may  be  acted  upon  favorably,  and  explain  why  such  material  or
information, if any, is needed and (c) inform the person making the claim of his
or her right  pursuant to this Article to request  review of the decision by the
Committee.  Any  such  person  who  believes  that he or she has  submitted  all
available  and  relevant  information  may  appeal  the denial of a claim to the
Committee by  submitting a written  request for review to the  Committee  within
sixty (60) days after the date on which such denial is received. Such period may
be extended by the Committee for good cause shown. The person making the request
for review may  examine  pertinent  Plan  documents.  The request for review may
discuss any issues relevant to the claim.  The Committee shall decide whether or
not to grant the claim within  sixty (60) days after  receipt of the request for
review, but this period may be extended by the Committee


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for up to an  additional  sixty (60) days in special  circumstances.  If such an
extension  of time for review is  required  because  of  special  circumstances,
written notice of the extension  shall be furnished to the claimant prior to the
commencement  of the extension.  The  Committee's  decision shall be in writing,
shall  include  specific  reasons for the  decision and shall refer to pertinent
provisions  of the  Plan or of Plan  documents,  if  applicable,  on  which  the
decision is based.

                                  ARTICLE VIII

                            AMENDMENT AND TERMINATION

        8.1 AMENDMENTS. The Company (by action of its board of directors) or the
Committee (for the Company,  TWE and the other  Employing  Companies) may at any
time amend the Plan by an instrument in writing.

        8.2  TERMINATION  OR  SUSPENSION.  The  continuance  of the Plan and the
ability of an Eligible  Employee to make a deferral for any year are not assumed
as contractual  obligations of the Company,  TWE or any other Employing Company.
The  Company  reserves  the  right  (for  itself,  TWE and the  other  Employing
Companies) by action of its board of directors or the Committee, to terminate or
suspend the Plan,  or to  terminate  or suspend the Plan with respect to itself,
TWE or an  Employing  Company.  TWE or any  Employing  Company may  terminate or
suspend  the Plan with  respect to itself by  executing  and  delivering  to the
Company or the Committee such  documents as the Company or Committee  shall deem
necessary or desirable.

        8.3  PARTICIPANTS'  RIGHTS TO  PAYMENT.  No  termination  of the Plan or
amendment  thereto shall deprive a Participant  or Inactive  Participant  of the
right to payment of deferred compensation credited as of the date of termination
or amendment,  in  accordance  with the terms of the Plan as of the date of such
termination or amendment; provided, however, that in the event of termination of
the Plan, or termination of the Plan with respect to the Company,  TWE or one or
more other  Employing  Companies,  the  Committee  may, in its sole and absolute
discretion, accelerate the payment of all such credited deferred compensation on
a uniform basis for all Participants  and Inactive  Participants or, in the case
of  termination  of the Plan with respect to TWE or one or more other  Employing
Companies,  for all Participants and Inactive  Participants of TWE or such other
Employing Companies only.

                                   ARTICLE IX

                             PARTICIPATING COMPANIES

        9.1 ADOPTION BY OTHER ENTITIES.  Upon the approval of the Company or the
Committee,  the Plan may be adopted by TWE or any Related  Company by  executing
and  delivering to the Company or the Committee such documents as the Company or


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Committee shall deem necessary or desirable. The provisions of the Plan shall be
fully  applicable  to such entity  except as may  otherwise be agreed to by such
adopting company and the Company or Committee.

                                    ARTICLE X

                               GENERAL PROVISIONS

        10.1  PARTICIPANTS'  RIGHTS  UNSECURED.  The right of any Participant or
Inactive Participant to receive future payments under the provisions of the Plan
shall be an unsecured claim against the general assets of the Employing  Company
employing the Participant at the time that his or her  compensation is deferred.
The Company,  TWE (except for their respective  obligations under Section 5.1(b)
and (c)) and any other Employing  Company or former Employing  Company shall not
guarantee  or be liable for payment of benefits  to the  employees  of any other
Employing Company or former Employing Company under the Plan.

        10.2 NON-ASSIGNABILITY.  No right to receive any payment hereunder shall
be  transferrable or assignable by a Participant or Inactive  Participant  other
than  by will  or by the  laws of  descent  and  distribution  or by a court  of
competent  jurisdiction.  Any other  attempted  assignment  or alienation of any
payment hereunder shall be void and of no force or effect.

        10.3  RELATED  COMPANY  CEASING  TO BE  SUCH.  (a) In the  event  that a
corporation or  unincorporated  entity ceases at any time to meet the definition
of a Related Company,  such corporation or entity shall cease as of such time to
be an Employing  Company,  if it had been such,  and those of its  Employees who
would have been Eligible Employees under the Plan shall cease to be such.

               (b)  Payments to  Participants  employed  by any Related  Company
which ceases to be such shall be made pursuant to Article VI unless prior to the
end of the year in which such company ceases to be a Related Company,  it adopts
a  non-qualified  deferred  compensation  plan and agrees to the transfer of the
Deferred  Compensation  Accounts  of all  such  Participants  to its plan and to
assume all  obligations  accrued  under the Plan as of the date of such transfer
with respect to such accounts and subsequent distributions thereof.

        10.4 LEGAL FEES.  All expenses  (including  legal fees,  court costs and
fees of  experts)  incurred or  expected  to be  incurred  by a  Participant  or
Inactive  Participant in connection with any actual,  threatened or contemplated
legal,  administrative or other proceeding (whether brought against the Company,
TWE, any Employing  Company or former Employing  Company or Related Company by a
Participant   or  Inactive   Participant  or   otherwise)with   respect  to  the
individual's  rights (i) to  payment,  as  provided  for in Article  VI, for all
compensation  deferred  hereunder  pursuant to  Articles  III or IV, (ii) to the
appropriate  investment  of all such  deferred  compensation  as provided for in
Article  V,  or


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(iii)  otherwise  relating to  Participants'  or Inactive  Participants'  rights
hereunder  shall  be  paid  or  reimbursed  to  such   Participant  or  Inactive
Participant by the Company,  TWE,  Employing Company or former Employing Company
or Related  Company  within 20 days after the  receipt  by the  Company,  TWE or
Related  Company,  as the case may be, of a statement  or  statements  from such
Participant or Inactive Participant  requesting such payment or reimbursement or
such  payment from time to time,  whether  prior to,  delivering  or after final
disposition  thereof.  Such statement or statements  shall evidence the expenses
incurred by such  Participant  or Inactive  Participant  and shall include or be
accompanied  by an undertaking  by such  Participant or Inactive  Participant to
repay the amounts paid or  reimbursed,  without  interest,  if  ultimately  such
Participant or Inactive  Participant  shall wholly fail on his or her claim, but
in no other case.

        10.5 NO RIGHTS AGAINST THE COMPANY.  The  establishment of the Plan, any
amendment or other modification thereof, or any payments hereunder, shall not be
construed as giving to any Employee, Eligible Employee,  Participant or Inactive
Participant any legal or equitable rights against the Company,  TWE or any other
Employing  Company or former Employing  Company,  its  shareholders,  directors,
officers or other employees,  except as may be contemplated by or under the Plan
including,  without  limitation,  the  right  of  any  Participant  or  Inactive
Participant  to be paid as provided  under the Plan.  Participation  in the Plan
does  not  give  rise  to any  actual  or  implied  contract  of  employment.  A
Participant  may be terminated at any time for any reason in accordance with the
procedures of the Employing Company.

        10.6  WITHHOLDING.  Each Employing  Company or former Employing  Company
shall withhold any federal,  state and local income or employment tax (including
F.I.C.A. obligations for both social security and medicare) which by any present
or  future  law it is, or may be,  required  to  withhold  with  respect  to any
deferral of compensation pursuant to the Plan, any Employing Company Allocation,
any income deemed accrued or any  distribution  under the Plan,  with respect to
any of its former or present  Employees.  The Committee  shall provide or direct
the  provision  of  information  necessary  or  appropriate  to enable each such
company to so withhold.

        10.7 NO GUARANTEE OF TAX CONSEQUENCES.  The Committee,  the Company, TWE
and any Employing Company or former Employing Company do not make any commitment
or  guarantee  that any amounts  deferred  for the benefit of a  Participant  or
Inactive Participant will be excludible from the gross income of the Participant
or Inactive  Participant  in the year of deferral  for  federal,  state or local
income or employment tax purposes, or that any other federal, state or local tax
treatment  will  apply  to  or be  available  to  any  Participant  or  Inactive
Participant.  It shall be the obligation of each Eligible Employee,  Participant
or Inactive  Participant  to determine  whether any  deferral  under the Plan is
excludible  from his or her gross income for federal,  state and local income or
employment tax purposes,  and to take appropriate action if he or she has reason
to believe that any such deferral is not so excludible.


                                       16


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        10.8  SEVERABILITY.  If a provision of the Plan shall be held illegal or
invalid,  the illegality or invalidity  shall not affect the remaining  parts of
the Plan,  and the Plan shall be  construed  and  enforced  as if the illegal or
invalid provision had not been included in the Plan.

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


                                       17
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