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                                 AMENDMENT NO. 6
                                     TO THE
                                TIME WARNER INC.
                           DEFERRED COMPENSATION PLAN


1.   Section 1.2 is amended by substituting the term "Benefits Officer" for the
     word "Committee."

2.   Section 2.2(a) is amended by substituting the term "Benefits Officer" for
     the word Committee."

3.   Section 2.4 is redesignated as section 2.5 and amended by substituting the
     term "Benefits Officer" for the word "Committee", wherever it appears
     therein and by substituting the phrase "such officer's designee" for the
     phrase "any member thereof or its designee" at the end of the second
     sentence thereof. Subsequent sections are renumbered accordingly.

4.   A new Section 2.6 is added to read as follows:

          BENEFITS OFFICER: The Benefits Officer as provided for herein.

5.   Section 2.7 is redesignated as section 2.3 and amended to read as follows:

          ADMINISTRATIVE COMMITTEE: The Administrative Committee as provided for
          herein.

     Subsequent sections are renumbered accordingly.

6    Sections 2.14 and 2.18 are amended by substituting the term "Benefits
     Officer" for the word "Committee" wherever it appears therein.

7.   Article III is amended to substitute the term "Benefits Officer" for the
     word "Committee" wherever it appears therein, except in section 3.6, which
     is amended to add the word "Administrative" before the word "Committee" in
     both sentences.

8.   The last sentence of section 3.1 is amended to read as follows:

          The Benefits Officer may, from time to time, modify the above
          eligibility requirements and make such additional or other
          requirements for eligibility as such officer may determine.

9.   Article V is amended by substituting the term "Benefits Officer" for the
     word "Committee" wherever it appears therein, except in section 5.11, which
     is amended by adding the word "Investment" before the word "Committee" and
     by




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     substituting the phrases "such officer" or "such officers", as appropriate,
     wherever the words "it" or "its" appear in reference to the Benefits
     Officer.

10.  Article VI is amended by adding the following sections after section 6.5:

          6.6 THE BENEFITS OFFICER; APPOINTMENT. The Benefits Officer shall be
          appointed by the Chief Executive Officer of the Company and may be
          removed by the Chief Executive Officer. The Benefits Officer may not
          serve concurrently on the Administrative Committee or the Investment
          Committee. The Benefits Officer may resign at any time by giving
          notice to the Chief Executive Officer of 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. A Participant may be appointed as the Benefits
          Officer. The Benefits Officer shall not receive compensation for his
          or her services as such.

          6.7 DELEGATION OF DUTIES. The Benefits Officer may delegate any of his
          powers or duties to others as he or she shall determine, and may
          authorize others to execute or deliver any instrument or to make any
          payment in his or her behalf. The Benefits Officer may employ such
          counsel, agents and clerical, medical, accounting and actuarial
          services as he or she may require in carrying out his or her
          functions.

          6.8 BENEFITS OFFICER; SETTLOR AND MINISTERIAL FUNCTIONS. The Benefits
          Officer shall have the duty to execute settlor and ministerial
          functions on behalf of the Company, including, without limitation,
          amending and modifying the terms of the Plan and performing
          ministerial functions with respect to the Plan, except to the extent
          specifically limited by resolution of the Board or by the terms
          herein. The Benefits Officer shall have solely ministerial and settlor
          functions, and shall have no fiduciary authority, obligations or
          status with respect to the Plan, such as, without limitation,
          authority or discretion to interpret or administer the Plan, set
          investment policy with respect to the Plan, or resolve factual
          disputes arising in connection with the interpretation, administration
          and operation of the Plan, and all such fiduciary authority,
          obligations and status shall be retained by the Administrative
          Committee and Investment Committee as set forth herein, and the
          Benefits Officer will present any issues related to such authority,
          obligations or status to the Administrative Committee for its
          resolution. Prior to March 15, 2000, the Administrative Committee has
          the functions delegated to the Benefits Officer.

     Subsequent sections are renumbered accordingly.

11.  Section 6.10 is amended by adding the word "Administrative" before the
     word "Committee" and by adding the words "Investment Committee and Benefits
     Officer" after the word "Committee."




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12.  Section 6.11 is amended to read as follows:

          6.11 Expenses of Administration. Any expense incurred by the Company,
          the Administrative Committee, the Investment Committee or the Benefits
          Officer relative to the administration of the Plan shall be paid by
          the Employing Companies in such proportions as the Company may direct.

13.  Article VII is amended by adding the word "Administrative" before the word
     "Committee" wherever it appears therein.

14.  Article VIII is amended by substituting the word "Benefits Officer" for the
     word "Committee" wherever it appears therein and by substituting the phrase
     "such officer" for the word "its" in section 8.3.

15.  Section 10.5 is amended by substituting the term "Benefits Officer" for the
     word "Committee" in the last sentence thereof.

16.  Section 10.6 is amended by adding the word "Administrative" before the word
     "Committee" and the term "Benefits Officer" after the word "Committee."