<PAGE>



                              EMPLOYMENT AGREEMENT

               EMPLOYMENT  AGREEMENT  dated  as of May 15,  1996,  between  TIME
WARNER INC., a Delaware  corporation (the "Company"),  and Timothy A. Boggs (the
"Executive").

               The Company  currently employs the Executive on a full-time basis
pursuant  to an  Employment  Agreement  dated as of February 1, 1992 (the "Prior
Agreement")  which  expired on December 31, 1995.  The Company has  continued to
employ the Executive pursuant to the terms of the Prior Agreement and desires to
continue to secure the services of the Executive on a full-time basis subject to
the terms and  conditions  set forth in this  Agreement,  and the  Executive  is
willing to provide such services on and subject to the terms and  conditions set
forth in this Agreement. The parties therefore agree as follows:

               1. Term of Services.  The Executive's  "term of  employment",  as
this phrase is used throughout this Agreement, shall be for the period beginning
May 15, 1996 (the  "Effective  Date") and ending on December 31, 2000 (the "Term
Date") subject, however, to earlier termination as expressly provided herein.

               2.  Employment.  The Company shall employ the Executive,  and the
Executive shall serve,  as Senior Vice President,  Government and Public Affairs
of the Company during the term of employment,  and the Executive  shall have the
authority,  functions,  duties, powers and responsibilities  normally associated
with such position and as the Board of Directors,  the Chief Executive  Officer,
the  President  or the Senior Vice  President-Communications  of the Company may
from time to time delegate to the Executive in addition  thereto.  The Executive
agrees, subject to his election as such and without additional compensation,  to
serve during the term of employment  in such  particular  additional  offices of
comparable  stature and  responsibility  to which he may be elected from time to
time in the Company  and its  subsidiaries  and to serve as a director  and as a
member  of any  committee  of the  Board of  Directors  of the  Company  and its
subsidiaries.  During the term of employment, (i) the Executive's services shall
be rendered on a substantially full-time, exclusive basis, (ii) he will apply on
a full-time  basis all of his skill and  experience  to the  performance  of his
duties in such employment,  and shall report only to the Senior Vice President -
Communications  of  the  Company,  the  Company's  Board  of  Directors,  if  so
requested,  and to such other  corporate  officer(s)  of the Company more senior
than the  Executive as the Board of Directors  shall  determine,  (iii) he shall
have no other  employment  and,  without the prior written  consent of the Chief
Executive Officer or




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the President of the Company,  no outside business  activities which require the
devotion  of  substantial  amounts of the  Executive's  time and (iv) unless the
Executive  otherwise  consents,  the  headquarters  for the  performance  of his
services shall be the principal  executive offices of the Company in the greater
Washington,  D.C. area,  subject to such reasonable travel as the performance of
his duties in the business of the Company may require.  The  foregoing  shall be
subject  to the  policies  of the  Company,  as in  effect  from  time to  time,
regarding  vacations,  holidays,  illness and the like and shall not prevent the
Executive from devoting such time to his personal affairs as shall not interfere
with the performance of his duties hereunder.

               During  the  term of  employment  and so  long  as the  Executive
remains on the payroll of the  Company,  the  Executive  shall not,  directly or
indirectly,  without the prior written consent of the Chief Executive Officer or
the  President  of the  Company,  render any  services to any other  person,  or
acquire any  interest of any type in any other  person,  that might be deemed in
competition  with the Company or any of its  subsidiaries  or affili- ates or in
conflict with his full-time, exclusive position as a senior executive officer of
the  Company;  provided,  however,  that the  foregoing  shall  not be deemed to
prohibit the Executive from (a)  acquiring,  solely as an investment and through
market pur- chases,  securities of any  corporation  which are registered  under
Section  12(b) or 12(g) of the  Securities  Exchange  Act of 1934 and  which are
publicly  traded,  so  long  as he is not  part  of any  control  group  of such
corporation and such securities,  if converted,  do not constitute more than one
percent  (1%) of the  outstanding  voting  power  of that  public  company,  (b)
acquiring,  solely as an investment,  any  securities of a  partnership,  trust,
corporation (other than a corporation that has outstanding securities covered by
the  preceding  clause  (a)) or other  entity  so long as he  remains  a passive
investor in such entity and does not become  part of any control  group  thereof
and so long as such entity is not,  directly or indirectly,  in competition with
the  Company  or any of its  subsidiaries  or  affiliates,  or (c)  serving as a
director of any other public company that is not in competition with the Company
or any of its  subsidiaries  or  affiliates.  For purposes of the  foregoing,  a
person or entity shall be deemed to be in competition with the Company or any of
its  subsidiaries or affiliates if he or it engages in any line of business that
is substantially the same as either (i) any line of operating business which the
Company or any of its subsidiaries or affiliates engages in, conducts or, to the
knowledge of the Executive,  has definitive plans to engage in or conduct during
the term of  employment,  or (ii) any  operating  business that is engaged in or
conducted by the Company or any of its  subsidiaries  or  affiliates  during the
term of  employment  and as to which,  to the  knowledge of the  Executive,  the
Company or any of its  subsidiaries  or  affiliates  covenants  in  writing,  in
connection with the disposition of such business,  not to compete  therewith (in
each case, a "Competitive Entity").



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               3. Compensation.

                  3.1 Base Salary.  The Company shall pay or cause to be paid to
the  Executive a base salary of not less than $300,000 per annum during the term
of employment (the "Base Salary").  The Company may increase,  but not decrease,
the Base Salary at any time and from time to time during the term of  employment
and upon each such  increase the term "Base  Salary"  shall mean such  increased
amount. Base Salary shall be payable in monthly or more frequent installments in
accordance with the Company's regular payroll practices for senior executives of
the Company.

                  3.2 Bonus. In addition to Base Salary,  the Executive shall be
eligible to receive an annual cash bonus based on the performance of the Company
and  of  the  Executive  as  determined  by the  Compensation  Committee  of the
Company's Board of Directors or the Company's Chief Executive Officer, President
or Senior  Vice  President-Communications,  as the case may be. The  Executive's
target  bonus shall be 100% of the  Executive's  Base  Salary but the  Executive
acknowledges  that the  Executive's  actual bonus will vary  depending  upon the
performance of the Company and the Executive.  The Company may increase, but not
decrease, the target bonus from time to time. The Company's determination of the
amount,  if any,  of  annual  bonuses  to be paid to the  Executive  under  this
Agreement  shall be final and conclusive  except as otherwise  provided  herein.
Payments  of any bonus  compensation  under  this  Section  3.2 shall be made in
accordance  with the Company's then current  practices and policies with respect
to other senior executives of the Company.

                  3.3  Deferred  Compensation.  In  addition  to Base Salary and
bonus as set forth in Sections 3.1 and 3.2, the Executive  will be credited with
deferred compensation which shall be determined and paid out as provided in this
Agreement  and in Annex A hereto.  During the term of  employment,  the  Company
shall credit to a special  account  maintained  on the  Company's  books for the
Executive  (the  "Account"),  monthly,  an amount equal to 25% of one-twelfth of
Executive's  then annual Base Salary.  If a lump sum payment is made pursuant to
Section 4.2.2,  4.2.3 or 4.3 hereof,  the Company shall credit to the Account at
the time of such  payment an amount equal to 25% of any portion of such lump sum
payment  attributable  to Base  Salary.  The Account will be  maintained  by the
Company in  accordance  with the terms of this  Agreement  and Annex A until the
full amount which the  Executive is entitled to receive  therefrom has been paid
in full.

                  3.4 Deferred  Bonus.  In addition to any other  deferred bonus
plan in which the  Executive may be entitled to  participate,  the Executive may
elect by written notice  delivered to the Company as of the Effective Date or at
least 15 days prior to the  commencement of any subsequent  calendar year during
the term of employment during which an annual cash bonus would otherwise accrue



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or to which it would relate,  to defer payment of and to
have the Company  credit to the  Account  all or any portion of the  Executive's
bonus for such year.  Any such  election  shall only apply to the calendar  year
during the term of employment  with respect to which such election is made and a
new election  shall be required  with respect to each  successive  calendar year
during the term of employment.

                  3.5 Prior  Account.  The parties  confirm that the Company has
maintained  a  deferred  compensation  account  (the  "Prior  Account")  for the
Executive in accordance with the Prior Agreement through the Effective Date. The
Prior  Account shall be promptly  transferred  to, and shall for all purposes be
deemed part of, the Account and shall  continue to be  maintained by the Company
in accordance with this Agreement.  All prior credits to the Prior Account shall
be deemed to be credits made under this Agreement, all "Account Retained Income"
thereunder  shall be deemed to be Account  Retained  Income under this Agreement
and all  increases  or  decreases  to the Prior  Account  as a result of income,
gains,  losses  and other  changes  shall be deemed to have been made under this
Agreement.

                  3.6  Reimbursement.  The Company  shall pay or reim- burse the
Executive for all reasonable expenses actually incurred or paid by the Executive
during the term of employment in the performance of his services  hereunder upon
presentation  of  expense  statements  or  vouchers  or  such  other  supporting
information as the Company may customarily require of its senior executives.

                  3.7  No  Anticipatory  Assignments.   Except  as  specifically
contemplated  hereunder  (including Section 12.8 and the life insurance policies
and  benefit  plans  referred  to  herein),  neither  the  Executive,  his legal
representative  nor any  beneficiary  designated  by him shall  have any  right,
without the prior written consent of the Company, to assign,  transfer,  pledge,
hypothecate,  anticipate or commute any payment due in the future to such person
pursuant to any provision of this  Agreement,  and any attempt to do so shall be
void and will not be recognized by the Company.

                  3.8   Indemnification.   The   Executive   shall  be  entitled
throughout  the term of  employment in his capacity as an officer or director of
the  Company  or  any  of  its   subsidiaries  or  a  member  of  the  board  of
representatives  or other  governing body of any partnership or joint venture in
which the Company has an equity  interest  (and after the term of  employment to
the extent  relating to his service as such officer,  director or member) to the
benefit of the  indemnification  provisions  contained on the date hereof in the
Certificate  of  Incorporation  and By-Laws of the Company  (not  including  any
amendments or additions  that limit or narrow,  but including any that add to or
broaden,  the protection afforded to the Executive by those provisions),  to the
extent not  prohibited  by  applicable  law at the time of the  assertion of any
liability against the Executive.



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               4. Termination.

                  4.1  Termination  for Cause.  The  Company may termi- nate the
term of employment and all of the Company's  obligations  hereunder,  other than
its obligations set forth below in this Section 4.1, for "cause" but only if the
term of employment  has not  previously  been  terminated  pursuant to any other
provision of this  Agreement.  Termination by the Company for "cause" shall mean
termination by the Company's Board of Directors (or a Committee thereof),  Chief
Executive  Officer or President (as the case may be) because of the  Executive's
conviction  (treating  a nolo  contendere  plea  as a  conviction)  of a  felony
(whether  or not any right to appeal  has been or may be  exercised)  or willful
refusal without proper cause to perform his obligations  under this Agreement or
because of the Executive's  material breach of any of the covenants provided for
in Section 9. Such termination  shall be effected by notice thereof delivered by
the  Company  to the  Executive  and shall be  effective  as of the date of such
notice;  provided,  however,  that if (i) such  termination  is  because  of the
Executive's  willful  refusal without proper cause to perform any one or more of
his obligations under this Agreement,  (ii) such notice is the first such notice
of termination  for any reason  delivered by the Company to the Executive  under
this Section 4.1, and (iii) within 15 days following the date of such notice the
Executive shall cease his refusal and shall use his best efforts to perform such
obligations, the termination shall not be effective.

               In  the  event  of  termination  by  the  Company  for  cause  in
accordance with the foregoing procedures,  without prejudice to any other rights
or remedies  that the Company may have at law or equity,  the Company shall have
no further  obligations  to the Executive  other than (i) to pay Base Salary and
make  credits of  deferred  compensation  to the  Account  accrued  through  the
effective  date of  termination,  (ii) to pay any annual bonus  pursuant to Sec-
tion 3.2 to the Executive in respect of the year prior to the year in which such
termination is effective, in the event such annual bonus has been determined but
not yet paid as of the date of such  termination  and (iii) with  respect to any
rights  the  Executive  has  under  Section  8  through  the  effective  date of
termination (except as may be otherwise  specifically  provided in any such plan
or program) or any rights which the Executive has in respect of amounts credited
to the Account  through the  effective  date of  termination  or pursuant to any
insurance or other benefit plans or arrangements  of the Company  maintained for
the benefit of its senior  executives.  The Executive hereby disclaims any right
to receive a pro rata  portion of the  Executive's  annual bonus with respect to
the year in which such termination  occurs. The last paragraph of Section 2, the
last  sentence of Section 3.3 and Sections 3.6, 3.8 and 9 through 12 and Annex A
shall survive any termination pursuant to this Section 4.1.



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                  4.2  Termination  by  Executive  for  Material  Breach  by the
Company and Wrongful  Termination by the Company.  The Executive  shall have the
right, exercisable by notice to the Company, to terminate the term of employment
effective  15 days  after  the  giving of such  notice,  if, at the time of such
notice,  the Company shall be in material breach of its  obligations  hereunder;
provided,  however, that, with the exception of clause (i) below, this Agreement
shall not so  terminate  if such notice is the first such notice of  termination
delivered by the  Executive  pursuant to this Section 4.2 and within such 15-day
period  the  Company  shall  have  cured  all  such  material  breaches  of  its
obligations hereunder.  The parties acknowledge and agree that a material breach
by the Company shall include,  but not be limited to, (i) the Company failing to
cause the  Executive to remain as Senior Vice  President  Government  and Public
Affairs of the Company;  (ii) the Executive  being required to report to persons
other  than those  specified  in Section  2;  (iii) the  Company  violating  the
provisions of Section 2 with respect to the  Executive's  authority,  functions,
duties,  powers or  responsibilities  (whether or not accompanied by a change in
title); and (iv) unless the Executive otherwise consents,  the Company requiring
the  Executive's  primary  services  to be rendered in an area other than at the
Company's  principal  offices in the greater  Washington,  D.C. area and (v) the
Company  failing  to cause  the  successor  to all or  substantially  all of the
business and assets of the Company  expressly to assume the  obligations  of the
Company under this Agreement.

               The parties agree that in the event of a termination  pursuant to
this Section 4.2, or in the event of a termination of this Agreement or the term
of employment by the Company in breach of this Agreement, the Executive shall be
entitled to elect, within 30 days after notice of termination is given by either
party, either (A) to cease being an employee of the Company and receive the lump
sum  payment  (and  credits)  described  in  Section  4.2.2 or (B) to  remain an
employee of the Company as provided in Section 4.2.3.  After the Executive makes
such election, the following provisions shall apply:

                  4.2.1  Regardless of the election made by the  Executive,  (i)
the Executive  shall have no further  obligations  or liabilities to the Company
whatsoever,  except that the last  paragraph of Section 2, Sections 3.8, 4.4 and
4.5, and Sections 6 through 12 and Annex A shall  survive such  termination  and
(ii) the  Executive  shall be  entitled  to receive  any earned and unpaid  Base
Salary and deferred  compensation  accrued  through the  effective  date of such
termination and a pro rata portion of the Executive's  annual bonus for the year
in which such termination occurs through the date of such termination,  based on
the average of the regular  annual bonus  amounts  (excluding  the amount of any
special or spot bonuses)  received by the Executive from the Company for the two
calendar years immediately preceding the year of termination,  provided that all
or a  portion  of such pro  rata  bonus  shall be



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credited to the Account in  accordance  with any timely  deferral  election  the
Executive may previously have made pursuant to Section 3.4 hereof.

                  4.2.2 In the  event  the  Executive  shall  make the  election
provided in clause (A) above,  the Company shall pay to the Executive as damages
(or credit to the Account with respect to Section 3.3) within 30 days thereafter
in a lump sum (discounted as provided in the immediately following sentence) all
amounts  otherwise  payable (whether or not deferred)  pursuant to Section 3 for
the year in which such  termination  occurs and for each  subsequent year of the
term of  employment  (assuming  that annual  bonuses are required to be paid for
each such year),  with the annual  bonuses due the  Executive  in respect of the
balance of the term of  employment  being  equal to the  average of the  regular
annual  bonus  amounts  (excluding  the amount of any  special or spot  bonuses)
received by the Executive from the Company (whether or not deferred) for the two
calendar years immediately preceding the year of termination; provided, however,
that for purposes of this Section 4.2.2,  the term of employment shall be deemed
to end on the later of (a) the date set forth in Section 1 or (b) the date which
is one year from the date of such termination.  Any payments required to be made
to the Executive  upon such  termination  in respect of Sections 3.1 and 3.2 and
the credit to the Account  provided for in the  penultimate  sentence of Section
3.3 shall be  discounted  to present  value as of the date of  payment  from the
times at which such amounts would have been paid absent any such  termination at
an  annual  discount  rate  for  the  relevant  periods  equal  to  120%  of the
"applicable Federal rate" (within the meaning of Section 1274(d) of the Internal
Revenue Code of 1986 (the "Code")),  in effect on the date of such  termination,
compounded semi-annually, the use of which rate is hereby elected by the parties
hereto pursuant to Treas.  Reg.  ss.1.280G-1 Q/A 32 (provided that, in the event
such  election  is not  permitted  under  Section  280G  of  the  Code  and  the
regulations  thereunder,  such other rate determined as of such other date as is
applicable for determining present value under Section 280G of the Code shall be
used).

                  4.2.3 In the  event  the  Executive  shall  make the  election
provided  in clause (B) above,  the  Executive  shall  remain an employee of the
Company  until  the later of (a) the Term Date and (b) the date that is one year
after the date of termination of the Executive's  employment  under this Section
4.2 and during such period the Executive  shall be entitled to receive,  whether
or not he becomes disabled during such period,  but subject to Section 5 hereof,
(i) Base Salary at an annual rate equal to his Base Salary in effect immediately
prior to the notice of  termination,  (ii) an annual bonus  (subject to deferral
hereunder)  in respect of each  calendar  year during  such period  equal to the
average of the regular annual bonus amounts (excluding the amount of any special
or spot  bonuses)  received by the  Executive  from the



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Company  (whether  or not  deferred)  for the  two  calendar  years  immediately
preceding the year of termination and (iii) deferred compensation as provided in
Section  3.3;  provided,  however,  that  if  the  Executive  accepts  full-time
employment with any other corporation,  partnership, trust, government agency or
body or other  entity  during such period or notifies  the Company in writing of
his  intention to terminate  his  employment  during such period,  the Executive
shall cease to be an employee of the Company  effective upon the commencement of
such  employment,  or the effective date of such termination as specified by the
Executive in such notice,  and shall be entitled to receive as damages within 30
days  after  such  commencement  or  effective  date,  a lump sum  cash  payment
(discounted  as provided in Section  4.2.2) for the balance of the Base  Salary,
deferred compensation (which shall be credited to the Account as provided in the
penultimate  sentence of Section 3.3) and annual bonuses  (assuming no deferral)
that the Executive would have been entitled to receive  pursuant to this Section
4.2.3 had the Executive  remained on the Company's  payroll until the end of the
period  described in the first sentence of this Section  4.2.3.  Notwithstanding
the  preceding   sentence,   if  the  Executive  accepts   employment  with  any
not-for-profit  entity,  then the  Executive  shall be  entitled  to  remain  an
employee  of the  Company  and  receive  the  payments  as provided in the first
sentence  of this  Section  4.2.3;  and the  Executive  shall not be entitled to
receive such lump sum cash payment if he accepts  full-time  employment with any
subsidiary or affiliate of the Company. For purposes of this Agreement, the term
"affiliates" shall mean any entity which,  directly or indirectly,  controls, is
controlled by, or is under common control with, the Company.

                  4.2.4 In the  event  the  Executive  shall  make the  election
provided in clause (B) above,  then during the period the  Executive  remains on
the  payroll of the  Company,  the  Executive  will  continue  to be eligible to
receive  the  benefits  required  to be  provided  to the  Executive  under this
Agreement to the extent such  benefits are  maintained  in effect by the Company
for its  senior  executives;  provided,  however,  the  Executive  shall  not be
entitled to any additional  awards or grants under any stock option,  restricted
stock or other stock based incentive plan. In the event of a termination of this
Agreement  pursuant to the terms hereof,  the Executive  shall continue to be an
employee of the Company for  purposes of any stock option and  restricted  share
agreements and any other  incentive plan awards until such time as the Executive
shall leave the payroll of the Company.

                  4.2.5 At the time the Executive shall terminate his employment
and leave the payroll of the Company  pursuant to the provisions of this Section
4.2, the  Executive's  rights to benefits and  payments  under any  insurance or
other  death  benefit  plans or  arrangements  of the Company or under any stock
option,  restricted stock,  stock  appreciation  right,  bonus unit,  management
incentive or other plan of the Company shall be



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determined,  subject to the other terms and  conditions  of this  Agreement,  in
accordance with the terms and provisions of such Plans and any agreements  under
which  such  stock  options,  restricted  stock or other  awards  were  granted;
provided,  however,  that  notwithstanding the foregoing or any more restrictive
provisions of any such plan or agreement, if the Executive leaves the payroll of
the Company as a result of a termination pursuant to Section 4.2, then all stock
options  granted to the  Executive by the Company (i) shall  become  immediately
exercisable  at the time the  Executive  shall  leave the payroll of the Company
pursuant to Section 4.2 and (ii) shall  remain  exercisable  (but not beyond the
expiration of the option term) until three months after the Term Date.

                  4.2.6 The Executive's rights to receive deferred compensation,
and the Company's obligations with respect to the maintenance of the Account and
the payment of such deferred  compensation,  shall be governed by the provisions
of Section 3.3 and Annex A.

                  4.2.7 Any  obligation of the Executive to mitigate his damages
pursuant  to  Section  4.5  shall not be a  defense  or offset to the  Company's
obligation  to pay the  Executive  in full the  damages  provided  in  Section 4
hereof,  as the case may be, at the time provided therein or the timely and full
performance of any of the Company's other obligations under this Agreement.

                  4.3 End of Term of Employment.  At least 120 days prior to the
Term Date, the Company and the Executive shall commence discussions  regarding a
renewal  or  extension  of this  Agreement  on  terms  and  conditions  mutually
agreeable to the parties. If at the Term Date, the parties have not agreed to an
extension  or  renewal  of this  Agreement  or on the terms of a new  employment
agreement and no Disability Period is in effect, then either party may terminate
the Executive's  employment on 60 days written notice to the other party,  which
notice may be delivered  at any time on or after the  November  1st  immediately
preceding the Term Date. If the Executive  shall cause his  employment  with the
Company to terminate on or after the Term Date, then the Executive shall receive
Base Salary and deferred  compensation through the effective date of termination
and a pro rata bonus for the year in which such termination occurs calculated as
provided in Section 4.2.1;  provided,  however,  that if the Company has changed
the terms or conditions of the Executive's employment from those provided for in
this  Agreement  such that the  Executive  would have been able to terminate the
term of  employment  pursuant  to  Section  4.2 if  such  Section  4.2 had  been
applicable at the time (without giving effect to any cure right of the Company),
then the Executive shall be entitled to the additional benefits described in the
next  sentence.  If the  Company  shall  cause  the  Executive's  employment  to
terminate on or after the Term Date for any reason  (other than cause as defined
in Section 4.1, in which case Section 4.1 shall apply,  and other than for death
or  disability,  in which case Section 5 or 6



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shall apply), then in lieu of the provisions of Section 4.2, the Executive shall
be  entitled  to receive  Base  Salary and  deferred  compensation  through  the
effective  date of such  termination  and a pro rata bonus for the year in which
such  termination  occurs  calculated  as provided in Section 4.2.1 and shall be
entitled to elect by delivery of written  notice to the Company,  within 30 days
after such notice of termination is given, either (A) to cease being an employee
of the  Company  and  receive a lump sum  payment  (and  credits) as provided in
Section  4.3.2 or (B) remain an  employee  of the Company for a period of twelve
months pursuant to Section 4.3.3 and receive the payments (and credits) provided
in Section 4.3.3. The payments  described in this Section 4.3 are in addition to
any annual bonus otherwise  payable  pursuant to Section 3.2 hereof with respect
to the last calendar year of the term of  employment,  which bonus shall be paid
in  accordance  with the  Company's  then current  practices  and policies  with
respect to other senior executives. After the Executive makes such election, the
following provisions shall apply:

                  4.3.1 Regardless of the election made by the Executive, at the
end of the 60-day  notice period  provided for in the first  sentence of Section
4.3 the  Executive  shall  have no further  obligations  or  liabilities  to the
Company whatsoever, except that Sections 3.8, 4.4 and 4.5 and Sections 6 through
12 and Annex A shall survive such termination.

                  4.3.2 In the  event  the  Executive  shall  make the  election
provided in clause (A) above,  the Company shall pay the Executive (or credit to
the Account  with respect to Section 3.3) in a lump sum at the end of the 60-day
notice  period  provided  for in the first  sentence  of  Section  4.3 an amount
(discounted  as  provided in Section  4.2.2)  equal to the sum of (i) one year's
Base Salary,  (ii) the annual amount of deferred  compensation to be credited to
the Account pursuant to Section 3.3, and (iii) an amount equal to the average of
the regular  annual bonus amounts  (excluding  the amount of any special or spot
bonuses) received by the Executive from the Company (or credited to the Account)
for the two calendar years immediately preceding the year of termination.

                  4.3.3 In the  event  the  Executive  shall  make the  election
provided  in clause (B) above,  the  Executive  shall  remain an employee of the
Company until the date which is twelve months after the end of the 60-day period
referred  to in the first  sentence  of Section  4.3 and during  such period the
Executive  shall be entitled to receive,  whether or not he  thereafter  becomes
disabled  during  such  period but subject to Section 5, (i) salary at an annual
rate  equal  to the  Base  Salary,  (ii)  credits  to the  Account  of  deferred
compensation  as provided in Section  3.3, and (iii) an annual bonus (all or any
portion of which may be deferred by the Executive pursuant to Section 3.4) equal
to the average of the regular annual bonus amounts  (excluding the amount of any
special or spot bonuses) received by the Executive from the Company



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<PAGE>


(or credited to the Account) for the two calendar  years  immediately  preceding
the  year of  termination.  Except  as  provided  in the next  sentence,  if the
Executive  accepts  full-time  employment  with any  other  entity  during  such
twelve-month period or notifies the Company in writing of his intention to leave
the payroll of the Company during such period,  the Executive  shall cease to be
an employee of the Company effective upon the commencement of such employment or
the  effective  date of such  termination  as specified by the Executive in such
notice,  whichever  is  applicable,  and shall be entitled to receive a lump sum
payment  within 30 days after such  commencement  or such  effective  date in an
amount (discounted as provided in the second sentence of Section 4.2.2) equal to
the balance of the Base Salary,  deferred  compensation (which shall be credited
to the  Account as provided in the  penultimate  sentence of Section  3.3.1) and
regular  annual  bonuses  the  Executive  would  have been  entitled  to receive
pursuant to this  Section  4.3.3 had the  Executive  remained  on the  Company's
payroll until the end of such twelve-month period. Notwithstanding the preceding
sentence,  if the Executive accepts employment with any  not-for-profit  entity,
then the  Executive  shall be  entitled to remain an employee of the Company and
receive the payments as provided in the first  sentence of this  Section  4.3.3;
and if the  Executive  accepts  full-time  employment  with any affiliate of the
Company,  then the payments  provided for in this Section  4.3.3 shall cease and
the Executive shall not be entitled to any such lump sum payment.

                  4.4 Release.  In partial  consideration  for and as an express
condition  of,  the  Company's  obligation  to make the  payments  described  in
Sections  4.2.2,  4.2.3 and 4.3,  the  Company  shall be entitled to require the
Executive to execute and deliver to the Company a release in  substantially  the
form attached hereto as Annex B. If the Company so elects, it shall deliver such
release to the Executive  within 10 days after written  notice of termination is
delivered  pursuant to Section 4.2 or 4.3, and the  Executive  shall execute and
deliver such release to the Company within 21 days after receipt thereof. If the
Executive  elects not to execute and deliver such release to the Company  within
such 21 day period, or if the Executive shall revoke the Executive's  consent to
such release as provided  therein,  the Executive's  employment with the Company
shall  terminate  as  provided in Section 4.2 or 4.3,  but the  Executive  shall
receive, in lieu of the payments provided for in said Section 4.2 or 4.3, a lump
sum cash  payment  in an amount  determined  in  accordance  with the  personnel
policies of the Company relating to notice and severance applicable to employees
with the length of service and compensation level of the Executive.

                  4.5  Mitigation.  In the  event  of the  termination  of  this
Agreement  pursuant to Section 4.2 or 4.3, or in the event of the termination of
this  Agreement  or the term of  employment  by the  Company  in  breach of this
Agreement, the Executive shall not be required to seek other employment in order
to mitigate his damages



                                       11


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<PAGE>


                  hereunder;   provided,   however,  that,  notwithstanding  the
foregoing,  if there  are any  damages  hereunder  by  reason  of the  events of
termination  described  above  which are  "contingent  on a change"  (within the
meaning  of  Section  280G(b)(2)(A)(i)  of the  Code),  the  Executive  shall be
required  to  mitigate  such  damages  hereunder,  including  any  such  damages
theretofore paid, but not in excess of the extent, if any,  necessary to prevent
the  Company  from  losing any tax  deductions  to which it  otherwise  would be
entitled in connection  with such damages if they were not so  "contingent  on a
change". In addition to any obligation under the preceding sentence, and without
duplication of any amounts required to be paid to the Company thereunder, if any
such termination  occurs and the Executive,  whether or not required to mitigate
his damages under the preceding  sentence,  thereafter  obtains other employment
with any entity other than a not-for-profit  organization or a governmental body
or agency,  the total cash  salary and bonus  received in  connection  with such
other employment,  whether paid to him or deferred for his benefit, for services
through the Term Date or during the one-year  period  referred to in Section 4.2
or 4.3,  whichever  is  later,  in each  case up to an  amount  equal to (x) the
payment actually received by or for the account of the Executive with respect to
Base Salary,  annual bonus under  Section 3.2 and  deferred  compensation  under
Section 3.3 for such  period,  minus (y) the amount of severance  the  Executive
would have received in accordance with the personnel  policies of the Company if
the Executive had been job eliminated, shall reduce, pro tanto, any amount which
the  Company  would  otherwise  be  required  to pay to him as a result  of such
termination  and, to the extent amounts have theretofore been paid to him by the
Company as a result of such  termination,  such cash  salary and bonus  shall be
paid over to the  Company  as  received  with  respect to such  period,  but the
provisions  of this  sentence  shall not  apply to any type of equity  interest,
bonus unit, phantom or restricted stock, stock option,  stock appreciation right
or similar benefit received as a result of such other  employment.  With respect
to the  preceding  sentences,  any payments or rights to which the  Executive is
entitled by reason of the termination of the Executive's  employment pursuant to
Section 4.2 or 4.3 or in the event of the  termination  of this Agreement or the
term of  employment  by the  Company  in  breach  of  this  Agreement  shall  be
considered as damages hereunder.  With respect to the second preceding sentence,
the  Executive  shall in no event be required to pay the Company with respect to
any calendar  year more than the amount  actually  received by the  Executive or
credited  to the  Account  with  respect to Base  Salary or annual  bonus  under
Section 3.2 and deferred compensation under Section 3.3 for such year.

                  4.6 Office  Facilities.  In the event the Executive shall make
the election  provided in clause (B) of Section 4.2 or 4.3,  then for the period
beginning  on the day the  Executive  makes  such  election  and ending one year
thereafter,  the Company shall, without charge to the Executive,  make available
to the Executive


                                       12


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<PAGE>


office space at the Executive's  principal job location immediately prior to his
termination of employment,  or other location reasonably close to such location,
together with secretarial services, office facilities, services and furnishings,
in each case reasonably  appropriate to an employee of the Executive's  position
and responsibilities prior to such termination of employment.

                  5. Disability.  If during the term of employment the Executive
shall become physically or mentally disabled,  whether totally or partially,  so
that he is  prevented  from  performing  his  usual  duties  for a period of six
consecutive  months,  or for  shorter  periods  aggregating  six  months  in any
twelve-month  period,  the  Company  shall,  nevertheless,  continue  to pay the
Executive  his full  compensation  and  continue  to credit  the  Account,  when
otherwise due, as provided in Section 3 and Annex A, through the last day of the
sixth  consecutive  month of disability or the date on which the shorter periods
of  disability  shall have  equalled  a total of six months in any  twelve-month
period  (such  last day or date  being  referred  to herein  as the  "Disability
Date").  If the  Executive  has not resumed his usual  duties on or prior to the
Disability  Date,  the Company shall pay the Executive a pro rata bonus for that
portion of the calendar  year  preceding the  Disability  Date and shall pay the
Executive  disability  benefits for the longer of (i) the balance of the term of
employment or (ii) one year following the Disability Date (in the case of either
(i) or (ii), the "Disability  Period") in an amount equal to 75% of (a) what the
Base  Salary  otherwise  would  have been  pursuant  to this  Agreement  had the
disability not occurred,  and this reduced amount shall also be deemed to be the
Base  Salary for  purposes  of  determining  the  amounts to be  credited to his
Account pursuant to Section 3.3 and Annex A as further  disability  benefits and
(b) the  average of the  regular  annual  bonuses  (excluding  the amount of any
special or spot  bonuses)  in respect  of the two  calendar  years for which the
annual bonus received by the Executive from the Company was the greatest  (which
may be deferred by the Executive pursuant to Section 3.4). If during the term of
employment  and  subsequent to the  Disability  Date the  Executive  shall fully
recover from a disability,  the Company shall have the right (exercisable within
sixty (60) days after notice from the Executive of such  recovery),  but not the
obligation,  to restore the Executive to full-time service at full compensation.
If the Company elects to restore the Executive to full-time  service,  then this
Agreement  shall  continue  in full  force and  effect in all  respects.  If the
Company  elects not to restore the Executive to full-time  service,  the Company
shall continue to pay the Executive the disability benefits provided for in this
Section 5 (notwithstanding any such recovery by the Executive) and the Executive
shall  be  entitled  to  obtain  other  employment,  subject,  however,  to  the
following:  (i) the Executive  shall be obligated to perform  advisory  services
during any balance of the term of employment; and (ii) the provisions of Section
9 and the last  sentence of Section 2 shall  continue to apply to the  Executive
during the Disability Period. The advisory services referred to in




                                       13


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<PAGE>


clause (i) of the  immediately  preceding  sentence  shall  consist of rendering
advice  concerning  the  business,  affairs  and  management  of the  Company as
requested by the Company but the Executive  shall not be required to devote more
than five days (up to eight  hours per day) each month to such  services,  which
shall be performed at a time and place mutually convenient to both parties.  Any
income from such other  employment  shall not be applied to reduce the Company's
obligations  under this Agreement.  The term of employment shall not be extended
or be deemed suspended by reason of any period of disability.  The Company shall
be entitled to deduct from all payments to be made to the  Executive  during any
Disability  Period  (whether or not there has been a reduction  in amounts  paid
pursuant to this Section 5 and whether or not such  payments are made in lieu of
Base Salary,  bonus or deferred  compensation) an amount equal to all disability
payments received by the Executive (but only with respect to that portion of the
Disability  Period  occurring  during  the term of  employment)  from  Workmen's
Compensation, Social Security and disability  insurance policies  maintained by
the  Company;  provided,  however,  that for so long as, and to the extent that,
proceeds paid to the Executive from such disability  insurance  policies are not
includible  in his  income  for  federal  income  tax  purposes,  the  Company's
deduction  with  respect to such  payments  shall be equal to the product of (i)
such  payments  and  (ii) a  fraction,  the  numerator  of  which is one and the
denominator  of which is one less the maximum  marginal  rate of federal  income
taxes  applicable to individuals  at the time of receipt of such  payments.  All
payments made under this Section 5 after the Disability  Date are intended to be
disability payments, regardless of the manner in which they are computed. Except
as otherwise  provided in this Section 5, the term of employment  shall continue
during the Disability  Period and the Executive  shall be entitled to all of the
rights and benefits provided for in this Agreement except that, Sections 4.2 and
4.3 shall not apply during the Disability Period (unless the Company  terminates
this  Agreement  in breach  hereof in which case  Section  4.2 shall  apply) and
unless the Company has  restored  the  Executive  to  full-time  service at full
compensation  prior to the end of the Disability  Period, the term of employment
shall end and the Executive  shall cease to be an employee of the Company at the
end of the Disability Period.

                  6. Death. Upon the death of the Executive,  this Agreement and
all benefits  hereunder shall terminate  except that (i) the Executive's  estate
(or a  designated  beneficiary  thereof)  shall be  entitled to receive the Base
Salary and deferred compensation to the last day of the month in which his death
occurs and shall be entitled to receive bonus  compensation based on the average
of the  regular  annual  bonuses  (excluding  the amount of any  special or spot
bonuses) in respect of the two years for which the annual bonus  received by the
Executive  from the Company was the  greatest,  but  prorated  according  to the
number of whole or partial  months the  Executive was employed by the Company in
such year,  (ii) such  termination  shall not affect any vested rights which the




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<PAGE>


Executive  may have at the time of his death  pursuant to any insurance or other
death  benefit  plans or  arrangements  of the Company or any  subsidiary or the
benefit plans  described in Section 8, which vested rights shall  continue to be
governed  by the  provisions  of such  plans,  and  (iii) the  Account  shall be
liquidated and revalued as provided in Annex A as of the date of the Executive's
death  (except that all taxes shall be computed and charged to the Account as of
such date of death to the extent not  theretofore  so computed  and charged) and
the entire  balance  thereof  (plus any amount due under the last  paragraph  of
Section  A.6 of Annex A) shall  be paid to the  Executive's  estate  in a single
payment not later than 75 days following such date of death.

                  7. Life  Insurance.  Subject to the  Executive's  satisfactory
completion  of  any  applications  and  other  documentation  and  any  physical
examination that may be required by the insurer for any additional  insurance on
the  Executive,  the  Company  shall  obtain  $1,000,000  face  amount  of split
ownership life insurance on the life of the Executive. The Company shall pay all
premiums on such policy and shall maintain such policy (without reduction of the
face amount of the coverage) during the term of employment, including during the
period  the  Executive  remains  on the  payroll  of  the  Company  following  a
termination  pursuant to Section 4.2 or 4.3. The Executive  shall be entitled to
designate the  beneficiary or  beneficiaries  of such policy which may include a
trust.  The Executive  agrees that at the time of his death,  his estate (or the
owner  of the  policy  if such  owner is a trust as  contemplated  below)  shall
promptly  pay to the Company an amount equal to the premiums on such policy paid
by the Company  (net of (i) tax  benefits,  if any, to the Company in respect of
the payment of such premiums,  (ii) any amounts payable by the Company which had
been paid by or on behalf of the Executive with respect to such insurance, (iii)
dividends  received by the Company in respect of such premiums,  but only to the
extent such  dividends  are not used to purchase  additional  insurance  for the
benefit of the Executive,  and (iv) any unpaid borrowings by the Company) but in
no event shall such payment to the Company  exceed the death  benefit paid under
the policy. Except as hereinafter provided, the Company shall own the policy and
shall provide by endorsement or collateral assignment as it may deem appropriate
for the payment of benefits on the death of the Executive. In the event that the
Executive  advises  the  Company in  writing  within 60 days of the date of this
Agreement  that the Executive  desires to have such policy owned by the trustees
of a trust for the  benefit of the  Executive's  designees,  the  Company  shall
permit  such  ownership  provided  the  trustees of the trust enter into a split
dollar  insurance  agreement and  collateral  assignment in favor of the Company
which in the Company's judgment satisfactorily protects the Company's investment
in such  policy.  The  provisions  of this Section 7 shall be in addition to any
other insurance  hereafter  provided by the Company on the life of the Executive
under any group policy.




                                       15


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<PAGE>


                  8. Other Benefits. To the extent that (a) he is eligible under
the  general  provisions  thereof  and (b) the  Company  maintains  such plan or
program for the  benefit of its senior  executive  officers,  during the term of
employment  and so long as the  Executive  is an  employee of the  Company,  the
Executive shall be eligible to participate in any pension, profit-sharing, stock
option or similar  plan or program of the  Company now  existing or  established
hereafter.

               To the extent  maintained in effect by the Company for its senior
executives,  the Executive  shall also be entitled to  participate  in any group
insurance,  hospitalization,  medical, dental,  accident,  disability or similar
plan or program of the Company  now  existing or  established  hereafter  to the
extent that he is eligible under the general  provisions  thereof.  In addition,
during the term of employment and for so long as the Executive is an employee of
the Company, the Executive shall be entitled to receive other benefits generally
available to all senior executive  officers of the Company to the extent that he
is eligible under the general provisions thereof, including, without limitation,
to the extent maintained in effect by the Company for its senior executives,  an
automobile allowance and financial services.

               9. Protection of Confidential Information.

                  9.1 Covenant.  The Executive  acknowledges that his employment
by the Company  (which,  for  purposes of this  Section 9 shall mean Time Warner
Inc., its subsidiaries and affiliates) will,  throughout the term of employment,
bring him into close  contact  with many  confidential  affairs of the  Company,
including  information  about costs,  profits,  markets,  sales,  products,  key
personnel, pricing policies,  operational methods, technical processes and other
business affairs and methods and other  information not readily available to the
public,  and plans for future  development.  The Executive further  acknowledges
that the services to be performed under this Agreement are of a special, unique,
unusual,   extraordinary  and  intellectual  character.  The  Executive  further
acknowledges  that the business of the Company is international  in scope,  that
its products are marketed  throughout  the world,  that the Company  competes in
nearly all of its business activities with other organizations that are or could
be  located  in  nearly  any  part of the  world  and  that  the  nature  of the
Executive's  services,  position  and  expertise  are such that he is capable of
competing with the Company from nearly any location in the world. In recognition
of the foregoing, the Executive covenants and agrees:

                  9.1.1 The Executive will keep secret all confidential  matters
of the  Company  and will not  intentionally  disclose  such  matters  to anyone
outside of the Company,  either during or after the term of  employment,  except
with the Company's  written consent,  provided that (i) the Executive shall have
no such obligation to the extent such matters are or become publicly known




                                       16


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other than as a result of the Executive's  breach of his  obligations  hereunder
and (ii) the  Executive  may,  after  giving  prior notice to the Company to the
extent practicable under the circumstances,  disclose such matters to the extent
required  by  applicable  laws  or  governmental   regulations  or  judicial  or
regulatory process;

                  9.1.2 The  Executive  will deliver  promptly to the Company on
termination of his  employment by the Company,  or at any other time the Company
may so request, at the Company's expense, all memoranda, notes, records, reports
and other documents (and all copies thereof) relating to the Company's business,
which he obtained  while  employed by, or otherwise  serving or acting on behalf
of, the Company and which he may then  possess or have under his control  (other
than the Executive's  personal tax and accounting records and publicly available
documents); and

                  9.1.3 If the term of  employment  is  terminated  pursuant  to
Section 4.1, or if the term of employment terminates as scheduled,  for a period
of one year after such  termination,  without  the consent of the  Company,  the
Executive  shall not  employ,  and shall not cause any  entity of which he is an
affiliate to employ,  any person who was a full-time  executive  employee of the
Company or any of its  affiliates at the date of such  termination or within six
months prior thereto.

                  9.2 Non-Compete.  If this Agreement is terminated  pursuant to
Section 4.1, 4.2 or 4.3 or by the Company in breach of this  Agreement or if the
Executive quits in breach of this Agreement,  then for the time period specified
in the second  sentence of this Section 9.2, the Executive  shall not (a) become
an officer,  director,  partner or employee  of or  consultant  to or act in any
managerial  capacity  or own an equity  interest in excess of one percent in The
Walt  Disney  Company,  The  News  Corporation,   The  Seagram  Company,   Ltd.,
Tele-Communications, Inc. or Viacom Inc. or any of their respective subsidiaries
or  affiliates  (each of the  foregoing  companies  is herein  referred  to as a
"Prohibited  Entity"  but  only if at the time  such  company  is a  Competitive
Entity) or (b)  provide  consulting,  lobbying or public  relations  services or
activities  (collectively  "Lobbying  Services") to or for any Prohibited Entity
whether directly or indirectly through a separate firm or entity,  provided that
this  clause (b) shall not  prevent  the  Executive  from  becoming  an officer,
employee  or partner of a firm or entity (or  providing  Lobbying  Services to a
firm or entity) that in turn provides  Lobbying  Services to a Prohibited Entity
so long as the  Executive  is not directly or  indirectly  involved in providing
such Lobbying Services to such Prohibited Entity. If the Executive's  employment
is  terminated  pursuant to Section 4.1, 4.2 or 4.3 of this  Agreement or by the
Company in breach of this Agreement or if the Executive  quits in breach of this
Agreement,  then (i) so long as the  Executive  remains  on the  payroll  of the
Company,  the last  paragraph of Section 2 shall apply and (ii) if the Executive
leaves the payroll of the Company  within 12 months



                                       17


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<PAGE>


after the effective date of any notice of termination delivered hereunder,  then
the  provisions  of this  Section  9.2  shall  apply for the  remainder  of such
12-month period.

                  9.3 Specific Remedy.  In addition to the provisions of Section
9.4 and such other  rights and  remedies as the Company may have at equity or in
law with respect to any breach of this  Agreement,  if the  Executive  commits a
material  breach of the last  paragraph of Section 2 or any of the provisions of
Sections  9.1 or 9.2,  the Company  shall have the right and remedy to have such
provisions  specifically  enforced by any court having equity  jurisdiction,  it
being  acknowledged  and agreed that any such breach or  threatened  breach will
cause irreparable  injury to the Company and that money damages will not provide
an adequate remedy to the Company.

                  9.4  Liquidated   Damages.   If  the  Executive  breaches  the
provisions of Section 9.2, the Executive  shall pay to the Company as liquidated
damages an amount  equal to the product of (i) the sum of (x) the  monthly  Base
Salary and deferred  compensation payable to the Executive  immediately prior to
his  termination  of employment  with the Company,  plus (y)  one-twelfth of the
average of the regular  annual  bonuses  (excluding the amount of any special or
spot bonuses)  received by the  Executive  from the Company for the two calendar
years immediately preceding the year of such termination, multiplied by (ii) the
number of months remaining in the non-compete period applicable to the Executive
under  Section 9.2 at the time of such breach.  The Company shall be entitled to
offset any amounts owed by the  Executive to the Company  under this Section 9.4
against any amounts owed by the Company to the Executive  under any provision of
this Agreement or otherwise,  including without  limitation,  amounts payable to
the Executive  under  Sections 4.2 or 4.3. The Company and the  Executive  agree
that it is impossible to determine  with any  reasonable  accuracy the amount of
prospective damages to the Company upon a breach of Section 9.2 by the Executive
and further agree that the damages set forth in this Section 9.4 are reasonable,
and not a penalty,  based upon the facts and  circumstances  of the  parties and
with due regard to future expectations.

                  10. Ownership of Work Product. The Executive acknowledges that
during the term of employment,  he may conceive of,  discover,  invent or create
inventions, improvements, new contributions,  literary property, material, ideas
and  discoveries,  whether  patentable  or  copyrightable  or  not  (all  of the
foregoing being  collectively  referred to herein as "Work  Product"),  and that
various  business  opportunities  shall be  presented  to him by  reason  of his
employment by the Company.  The Executive  acknowledges that, unless the Company
otherwise  agrees in writing,  all of the foregoing shall be owned by and belong
exclusively to the Company and that he shall have no personal  interest therein,
provided that they are either related in any manner to the business  (commercial




                                       18


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<PAGE>


or experimental) of the Company, or are, in the case of Work Product,  conceived
or made on the  Company's  time or with the use of the  Company's  facilities or
materials,  or, in the case of business opportunities,  are presented to him for
the possible  interest or  participation  of the Company.  The  Executive  shall
further,  unless the Company otherwise agrees in writing,  (i) promptly disclose
any such Work Product and business  opportunities to the Company; (ii) assign to
the Company, upon request and without additional compensation, the entire rights
to such Work Product and business opportunities; (iii) sign all papers necessary
to  carry  out  the  foregoing;  and  (iv)  give  testimony  in  support  of his
inventorship or creation in any appropriate  case. The Executive  agrees that he
will not assert any rights to any Work Product or business opportunity as having
been made or acquired by him prior to the date of this Agreement except for Work
Product or business opportunities,  if any, disclosed to and acknowledged by the
Company in writing prior to the date hereof.

               11.   Notices.   All  notices,   requests,   consents  and  other
communications  required or permitted to be given  hereunder shall be in writing
and shall be deemed to have been duly  given at the time  personally  delivered,
the day after being sent by overnight courier,  or three days after being mailed
first-class, postage prepaid, by registered or certified mail, as follows (or to
such other or  additional  address as either party shall  designate by notice in
writing to the other in accordance herewith):

                  11.1 If to the Company:

                       Time Warner Inc.
                       75 Rockefeller Plaza
                       New York, New York 10019

                       Attention:  General Counsel

                       (with a copy, similarly addressed
                       but Attention:  Vice President - Executive
                       Compensation and Organization Development

               11.2 If to the Executive, to the address set forth on the records
                    of the Company.

               12. General.

                  12.1 Governing  Law. This  Agreement  shall be governed by and
construed  and  enforced  in  accordance  with the laws of the State of New York
applicable to agreements made and to be performed entirely in New York.

                  12.2 Captions.  The section headings  contained herein are for
reference  purposes  only  and  shall  not in any  way  affect  the  meaning  or
interpretation of this Agreement.


                                       19


<PAGE>

<PAGE>


                  12.3 Entire Agreement. This Agreement, including Annexes A and
B, sets forth the entire agreement and  understanding of the parties relating to
the subject matter hereof and supersedes all prior agreements,  arrangements and
understandings,   written  or  oral,  between  the  parties,  including  without
limitation, the Prior Agreement.

                  12.4 No Other Representations.  No representation,  promise or
inducement has been made by either party that is not embodied in this Agreement,
and neither party shall be bound by or be liable for any alleged representation,
promise or inducement not so set forth.

                  12.5 Assignability.  This Agreement and the Executive's rights
and obligations hereunder may not be assigned by the Executive.  The Company may
assign its rights  together with its obligations  hereunder,  in connection with
any sale,  transfer  or other  disposition  of all or  substantially  all of its
business  and  assets;  and such rights and  obligations  shall inure to, and be
binding upon, any successor to the business or  substantially  all of the assets
of the Company, whether by merger, purchase of stock or assets or otherwise, and
the Company shall cause such successor expressly to assume such obligations.

                  12.6  Amendments;  Waivers.  This  Agreement  may be  amended,
modified,  superseded,  canceled, renewed or extended and the terms or covenants
hereof may be waived only by written instrument  executed by both of the parties
hereto, or in the case of a waiver, by the party waiving compliance. The failure
of either  party at any time or times to require  performance  of any  provision
hereof shall in no manner  affect such party's  right at a later time to enforce
the  same.  No  waiver by  either  party of the  breach of any term or  covenant
contained in this Agreement, whether by conduct or otherwise, in any one or more
instances,  shall be deemed  to be, or  construed  as, a further  or  continuing
waiver  of any such  breach,  or a waiver of the  breach  of any  other  term or
covenant contained in this Agreement.

                  12.7  Resolution  of  Disputes.  Any  dispute  or  controversy
arising  with  respect to this  Agreement  may be  referred  by either  party to
JAMS/ENDISPUTE  for resolution in  arbitration in accordance  with the rules and
procedures of JAMS/ENDISPUTE.  Any such proceedings shall take place in New York
City before a single arbitrator  (rather than a panel of arbitrators),  pursuant
to any  streamlined  or  expedited  (rather  than a  comprehensive)  arbitration
process,  before a  nonjudicial  (rather  than a  judicial)  arbitrator,  and in
accordance  with  an  arbitration   process  which,  in  the  judgment  of  such
arbitrator, shall have the effect of reasonably limiting or reducing the cost of
such  arbitration.  The  resolution  of any such dispute or  controversy  by the
arbitrator  appointed in accordance with the procedures of JAMS/ENDISPUTE  shall
be final and binding. Judgment upon the award rendered by such arbitrator



                                       20


<PAGE>

<PAGE>


may be entered in any court having jurisdiction thereof, and the parties consent
to the  jurisdiction  of the New York courts for this  purpose.  The  prevailing
party  shall  be  entitled  to  recover  the  costs  of  arbitration  (including
reasonable  attorneys fees and the fees of experts) from the losing party. If at
the time any  dispute or  controversy  arises  with  respect to this  Agreement,
JAMS/ENDISPUTE  is  not  in  business  or is  no  longer  providing  arbitration
services,  then the American  Arbitration  Association  shall be substituted for
JAMS/ENDISPUTE  for the  purposes of the  foregoing  provisions  of this Section
12.7. If the Executive shall be the prevailing  party in such  arbitration,  the
Company shall promptly pay, upon demand of the Executive,  all legal fees, court
costs and other costs and expenses incurred by the Executive in any legal action
seeking to enforce the award in any court.

                  12.8  Beneficiaries.  Whenever this Agreement provides for any
payment to the  Executive's  estate,  such  payment may be made  instead to such
beneficiary  or  beneficiaries  as the  Executive may designate in writing filed
with the  Company.  The  Executive  shall  have the  right  to  revoke  any such
designation and to redesignate a beneficiary or  beneficiaries by written notice
to the Company (and to any applicable insurance company) to such effect.

                  12.9 No Conflict. The Executive represents and warrants to the
Company that this  Agreement is legal,  valid and binding upon the Executive and
the  execution  of  this  Agreement  and  the  performance  of  the  Executive's
obligations  hereunder does not and will not constitute a breach of, or conflict
with the terms or  provisions  of, any agreement or  understanding  to which the
Executive  is a party  (including,  without  limitation,  any  other  employment
agreement).  The Company  represents  and  warrants to the  Executive  that this
Agreement is legal,  valid and binding upon the Company and the Company is not a
party to any agreement or  understanding  which would prevent the fulfillment by
the Company of the terms of this  Agreement or pursuant to which  performance by
the Company of its obligations hereunder would constitute a breach or conflict.

                  12.10  Withholding  Taxes.  Payments  made  to  the  Executive
pursuant to this Agreement  shall be subject to withholding  and social security
taxes and other ordinary and customary payroll deductions.

                  12.11  Severability.  If any provision of this Agreement shall
be held invalid,  the remainder of this Agreement shall not be affected thereby;
provided,  however,  that the parties shall negotiate in good faith with respect
to equitable  modification  of the provision or  application  thereof held to be
invalid.  To the extent that it may effectively do so under applicable law, each
party hereby  waives any  provision of law which  renders any  provision of this
Agreement invalid, illegal or unenforceable in any respect.



                                       21


<PAGE>

<PAGE>


                  12.12 No Offset.  Except as set forth in Section 9.4,  neither
the Company nor the Executive shall have any right to offset any amounts owed by
one party  hereunder  against  amounts owed or claimed to be owed to such party,
whether  pursuant  to this  Agreement  or  otherwise,  and the  Company  and the
Executive shall make all the payments provided for in this Agreement in a timely
manner.

               IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the date first above written.

                                            TIME WARNER INC.


                                                /s/ Tod M. Hullin
                                            By:_________________________________



                                               /s/ Timothy A. Boggs
                                               _________________________________
                                               Timothy A. Boggs


                                       22


<PAGE>

<PAGE>


                                                                         ANNEX A

                          DEFERRED COMPENSATION ACCOUNT

               A.1 Investments.  Funds credited to the Account, at the Company's
option, shall either be actually invested and reinvested, or deemed invested and
reinvested,  in an  account  in  securities  selected  from  time  to time by an
investment  advisor designated from time to time by the Company (the "Investment
Advisor"), substantially all of which securities shall be "eligible securities".
The designation from time to time by the Company of an Investment  Advisor shall
be  subject  to the  approval  of the  Executive,  which  approval  shall not be
withheld  unreasonably.  "Eligible  securities" are common and preferred stocks,
warrants to purchase  common or  preferred  stocks,  put and call  options,  and
corporate  or  governmental  bonds,  notes and  debentures,  either  listed on a
national  securities  exchange or for which price  quotations  are  published in
newspapers  of general  circulation,  including  The Wall  Street  Journal,  and
certificates  of deposit.  Eligible  securities  shall not include the common or
preferred stock, any warrants, options or rights to purchase common or preferred
stock or the notes or  debentures  of the  Company or any  corporation  or other
entity of which the Company owns  directly or indirectly 5% or more of any class
of outstanding equity  securities.  The Investment Advisor shall have the right,
from  time to time,  to  designate  eligible  securities  which  shall be either
actually  purchased and sold, or deemed to have been  purchased or sold, for the
Account on the date of  reference.  Such  purchases  may be made or deemed to be
made on margin;  provided  that the Company may,  from time to time,  by written
notice to the Executive and the  Investment  Advisor,  limit or prohibit  margin
purchases in any manner it deems prudent and,  upon three  business days written
notice  to  the  Executive  and  the  Investment  Advisor,  cause  all  eligible
securities  theretofore  purchased  or deemed  purchased on margin to be sold or
deemed sold.  The  Investment  Advisor  shall notify the Executive in writing of
each  transaction  within five business days  thereafter and shall render to the
Executive  written  monthly  reports as to the current status of the Executive's
Account. In the case of any purchase, the Account shall be charged with a dollar
amount equal to the quantity and kind of securities  purchased or deemed to have
been  purchased  multiplied  by the fair market value of such  securities on the
date of reference and shall be credited with the quantity and kind of securities
so  purchased  or deemed to have been  purchased.  In the case of any sale,  the
Account shall be charged with the quantity and kind of securities sold or deemed
to have been  sold,  and shall be  credited  with a dollar  amount  equal to the
quantity and kind of securities  sold or deemed to have been sold  multiplied by
the fair market value of such securities on the date of reference.  Such charges
and credits to the Account shall take place immediately upon the consummation of
the transactions to which they relate.  As used herein "fair market value" means
either (i) if the security is actually




<PAGE>

<PAGE>

                                                                             A-2


purchased or sold by the Company on the date of reference,  the actual  purchase
or sale  price  per  security  to the  Company  or (ii) if the  security  is not
purchased or sold on the date of  reference,  in the case of a listed  security,
the closing  price per  security on the date of  reference,  or if there were no
sales on such date, then the closing price per security on the nearest preceding
day on which  there were such sales,  and, in the case of an unlisted  security,
the mean between the bid and asked prices per security on the date of reference,
or if no such prices are available for such date,  then the mean between the bid
and asked prices per security on the nearest preceding day for which such prices
are available. If no bid or asked price information is available with respect to
a  particular  security,  the price  quoted to the  Company as the value of such
security on the date of reference (or the nearest  preceding date for which such
information  is  available)  shall be used for  purposes  of  administering  the
Account,  including  determining  the fair market  value of such  security.  The
Account shall be charged  currently  with all interest paid or deemed payable by
the  Account  with  respect to any credit  extended  or deemed  extended  to the
Account.  Such interest  shall be charged to the Account,  for margin  purchases
actually  made,  at the rates and times  actually  paid by the Account  and, for
margin  purchases  deemed to have been made, at the rates and times then charged
by an investment  banking firm  designated by the Company with which the Company
does  significant  business.  The Company may, in the Company's sole discretion,
from time to time serve as the lender with respect to any margin transactions by
notice to the then Investment Advisor and in such case interest shall be charged
at the rate and times then charged by an investment  banking firm  designated by
the Company with which the Company does  significant  business.  Brokerage  fees
shall be charged to the Account,  for  transactions  actually made, at the rates
and times actually paid and, for  transactions  deemed to have been made, at the
rates  and  times  then  charged  for  transactions  of like size and kind by an
investment  banking firm  designated  by the Company with which the Company does
significant business.

               A.2 Dividends  and  Interest.  The Account shall be credited with
dollar  amounts equal to cash  dividends  paid from time to time upon the stocks
held or deemed to be held therein. Dividends shall be credited as of the payment
date. The Account shall similarly be credited with interest  payable on interest
bearing securities held or deemed to be held therein. Interest shall be credited
as of the payment date, except that in the case of purchases of interest-bearing
securities  the  Account  shall be charged  with the dollar  amount of  interest
accrued  to  the  date  of   purchase,   and  in  the  case  of  sales  of  such
interest-bearing securities the Account shall be credited with the dollar amount
of interest  accrued to the date of sale.  All dollar  amounts of  dividends  or
interest  credited to the Account  pursuant to this Section A.2 shall be charged
with all taxes  thereon  deemed  payable




<PAGE>

<PAGE>

                                                                             A-3


by the Company (as and when determined  pursuant to Section A.5). The Investment
Advisor  shall  have  the  same  right  with  respect  to  the   investment  and
reinvestment  of net  dividends and net interest as the  Investment  Advisor has
with respect to the balance of the Account.

               A.3  Adjustments.  The  Account  shall be  equitably  adjusted to
reflect   stock   dividends,   stock   splits,    recapitalizations,    mergers,
consolidations,  reorganizations and other changes affecting the securities held
or deemed to be held therein.

               A.4 Obligation of the Company.  The Company shall not be required
to  purchase,  hold  or  dispose  of  any of the  securities  designated  by the
Investment  Advisor;  however,  whether or not it elects to purchase or sell any
such  securities,  such  transactions  shall be deemed to have been made and the
Account  shall be  charged  with all taxes  (including  stock  transfer  taxes),
interest, brokerage fees and investment advisory fees, if any, deemed payable by
the Company and  attributable to such  transactions  (in all cases net after any
tax  benefits  that the  Company  would be  deemed to  derive  from the  payment
thereof,  as and when determined pursuant to Section A.5), but no other costs of
the Company. The only obligation of the Company is its contractual obligation to
make payments to the Executive  measured as set forth below.  To the extent that
the  Company,  in its  discretion,  purchases  or  holds  any of the  securities
designated by the Investment Advisor, the same shall remain the sole property of
the Company,  subject to the claims of its general  creditors,  and shall not be
deemed  to  form  part of the  Account.  Neither  the  Executive  nor his  legal
representative  or any  beneficiary  designated by the Executive  shall have any
right,  other  than the right of an  unsecured  general  creditor,  against  the
Company in respect of any portion of the Account.

               A.5 Taxes.  The Account shall be charged with all federal,  state
and local taxes deemed payable by the Company with respect to income  recognized
upon the dividends and interest  received or deemed to have been received by the
Account  pursuant to Section A.2 and gains  recognized  upon sales of any of the
securities  which are deemed to have been sold  pursuant  to Section A.1 or A.6.
The Account shall be credited with the amount of the tax benefit received by the
Company as a result of any  payment of  interest  actually  made or deemed to be
made  pursuant to Section A.1 or A.2 and as a result of any payment of brokerage
fees and investment  advisory fees made or deemed to be made pursuant to Section
A.1.  If any of the sales of the  securities  which are deemed to have been sold
pursuant to Section A.1 or A.6 results in a loss to the  Account,  such net loss
shall be  deemed to offset  the  income  and  gains  referred  to in the  second
preceding sentence (and




<PAGE>

<PAGE>

                                                                             A-4


thus  reduce  the charge  for taxes  referred  to  therein)  to the extent  then
permitted under the Internal Revenue Code of 1986, as amended from time to time,
and under applicable state and local income and franchise tax laws (collectively
referred to as "Applicable Tax Law");  provided,  however, that for the purposes
of this Section A.5 the Account shall, except as provided in the third following
sentence,  be deemed to be a separate corporate taxpayer and the losses referred
to above shall be deemed to offset only the income and gains  referred to in the
second preceding sentence. Such losses shall be carried back and carried forward
within the Account to the extent  permitted  by  Applicable  Tax Law in order to
minimize the taxes  deemed  payable on such income and gains within the Account.
For the purposes of this Section A.5, all charges and credits to the Account for
taxes  shall be deemed to be made as of the end of the  Company's  taxable  year
during which the  transactions,  from which the  liabilities  for such taxes are
deemed  to have  arisen,  are  deemed  to  have  occurred.  Notwithstanding  the
foregoing,  if and to the  extent  that in any  year  there is a net loss in the
Account that cannot be offset against  income and gains in any prior year,  then
an amount  equal to the tax  benefit to the Company of such net loss (after such
net loss is reduced by the amount of any net  capital  loss of the  Account  for
such year) shall be credited to the Account on the last day of such year. If and
to the  extent  that  any  such net loss of the  Account  shall be  utilized  to
determine a credit to the Account pursuant to the preceding  sentence,  it shall
not  thereafter  be carried  forward  under this  Section  A.5.  For purposes of
determining  taxes payable by the Company under any provision of this Annex A it
shall be  assumed  that the  Company  is a  taxpayer  and pays all  taxes at the
maximum  marginal  rate of federal  income  taxes and state and local income and
franchise  taxes (net of assumed  federal  income tax  benefits)  applicable  to
business corporations and that all of such dividends, interest, gains and losses
are allocable to its corporate headquarters,  which are currently located in New
York City.

               A.6 Payments.  Payments of deferred compensation shall be made as
provided in this Section A.6. Except as otherwise  specifically provided in this
Section  A.6,  deferred  compensation  shall be paid  monthly for a period of 60
months (the "Pay-Out Period") commencing on the first day of the month after the
date the  Executive  ceases to be an  employee  of the  Company  and  leaves the
payroll of the Company for any reason; provided,  however, that if the Executive
was named in the  compensation  table in the  Company's  then most recent  proxy
statement, such payments shall commence on January 1st of the year following the
year in which such event  occurs.  On each payment  date,  the Account  shall be
charged with the dollar amount of such payment. On each payment date, the amount
of cash  held or  deemed  to be held in the  Account  shall be not less than the
payment then due and the Company may select the  securities to be sold or deemed
sold to provide such




<PAGE>

<PAGE>

                                                                             A-5


cash if the Investment Advisor shall fail to do so on a timely basis. The amount
of any taxes  payable  with  respect to any such  sales  shall be  computed,  as
provided in Section A.5 above,  and deducted from the Account,  as of the end of
the  taxable  year of the  Company  during  which  such sales are deemed to have
occurred.  Solely for the purpose of determining the amount of monthly  payments
during the Pay-Out Period,  the Account shall be valued on the fifth trading day
preceding the first monthly payment of each year of the Pay-Out Period,  or more
frequently at the Company's election (the "Valuation Date"), by adjusting all of
the  securities  held or deemed to be held in the  Account to their fair  market
value  (net of the tax  adjustment  that  would  be made  thereon  if  sold,  as
estimated by the  Company)  and by deducting  from the Account the amount of all
outstanding  indebtedness.  The extent, if any, by which the Account,  valued as
provided in the immediately  preceding  sentence exceeds the aggregate amount of
credits to the Account pursuant to Sections 3.3, 3.4 and 3.5 of the Agreement as
of each Valuation  Date and not  theretofore  distributed or deemed  distributed
pursuant to this Section A.6 is herein called  "Account  Retained  Income".  The
amount of each payment for the year, or such shorter period as may be determined
by the Company,  of the Pay-Out  Period  immediately  succeeding  such Valuation
Date,  including  the payment  then due,  shall be  determined  by dividing  the
aggregate  value of the Account,  as valued and adjusted  pursuant to the second
preceding  sentence,  by the  number  of  payments  remaining  to be paid in the
Pay-Out Period,  including the payment then due; provided that each payment made
shall be deemed  made  first  out of  Account  Retained  Income  (to the  extent
remaining after all prior distributions  thereof since the last Valuation Date).
The balance of the Account, after all the securities held or deemed to have been
held  therein  have been  sold or deemed to have been sold and all  indebtedness
liquidated,  shall be paid to the Executive in the final payment, which shall be
decreased by deducting  therefrom  the amount of all taxes  attributable  to the
sale of any securities held or deemed to have been held in the Account since the
end of the preceding taxable year of the Company,  which taxes shall be computed
as of the date of such payment.

               If this  Agreement  is  terminated  by the  Company  pursuant  to
Section  4.1,  the  Account  shall be valued as of the later of (i) the date the
Executive  ceases to be an  employee  of the  Company  and leaves the  Company's
payroll  or (ii)  twelve  months  after  the date the  Agreement  is  terminated
pursuant to Section 4.1 and,  after the  securities  held or deemed to have been
held  therein  have  been  sold or  deemed  to have  been  sold and all  related
indebtedness liquidated, shall be paid to the Executive as soon as practicable
and in any event  within 75 days  following  the later of such  dates in a final
lump sum payment,  which shall be decreased by deducting therefrom the amount of
all taxes attributable to the sale of any securities held or deemed to have been
held in the Account since




<PAGE>

<PAGE>

                                      A-6


the end of the  preceding  taxable  year of the  Company,  which  taxes shall be
computed  as of the  date  of  such  payment.  Payments  made  pursuant  to this
paragraph shall be deemed made first out of Account Retained Income.

               If the Executive becomes disabled within the meaning of Section 5
of the Agreement and is not thereafter returned to full-time employment with the
Company as provided in said Section 5, then deferred  compensation shall be paid
monthly  during  the  Pay-Out  Period  commencing  on the first day of the month
following the  termination  of the  Executive's  employment  with the Company in
accordance with the provisions of the first paragraph of this Section A.6.

               If the  Executive  shall die at any time whether  during or after
the termination of the Agreement,  the Account shall be valued as of the date of
the  Executive's  death  and the  balance  of the  Account  shall be paid to the
Executive's  estate or  beneficiary  within 75 days of such death in  accordance
with the provisions of the second preceding paragraph.

               Within 90 days after the end of each  taxable year of the Company
in which  payments  have been made from the Account and at the time of the final
payment  from the  Account,  the Company  shall  compute and shall credit to the
Account,  the amount of the tax  benefit  assumed to be  received by it from the
payment to the  Executive  of amounts of Account  Retained  Income  during  such
taxable year or since the end of the last taxable  year,  as the case may be. No
additional  credits  shall  be made to the  Account  pursuant  to the  preceding
sentence  in respect of the  amounts  credited  to the  Account  pursuant to the
preceding  sentence.  Notwithstanding  any  provision  of this  Section A.6, the
Executive shall not be entitled to receive pursuant to this Annex A an aggregate
amount that shall exceed the sum of (i) all credits made to the Account pursuant
to Sections  3.3, 3.4 and 3.5 of the  Agreement to which this Annex is attached,
(ii) the net  cumulative  amount  (positive or  negative) of all income,  gains,
losses,  interest  and expenses  charged or credited to the Account  pursuant to
this Annex A (excluding credits made pursuant to the second preceding sentence),
after all credits and charges to the Account with respect to the tax benefits or
burdens  thereof,  and (iii) an amount  equal to the tax  benefit to the Company
from the payment of the amount (if positive) determined under clause (ii) above;
and  the  final   payment(s)   otherwise  due  may  be  adjusted  or  eliminated
accordingly.  In  determining  the tax benefit to the Company under clause (iii)
above,  the Company shall be deemed to have made the payments  under clause (ii)
above with  respect to the same  taxable  years and in the same  proportions  as
payments of Account Retained Income were actually made from the Account.  Except
as otherwise  provided in this  paragraph,  the computation of all taxes and tax
benefits  referred to in this





<PAGE>

<PAGE>

                                                                             A-7


Section A.6 shall be determined in accordance with Section A.5 above.

               A.7.  Other  Payment  Methods.   Notwithstanding   the  foregoing
provisions of this Annex A, the Executive may, prior to the  commencement of any
calendar  year  elect by written  notice to the  Company to cause (i) all or any
portion of the  amounts  otherwise  to be  credited  to the Account in such year
under  Section 3.3 of the  Agreement not to be so credited but to be paid to the
Executive on the date(s) such credits  otherwise would have been made thereunder
and/or  (ii) all or any  portion of the  amounts to be  credited  to the Account
under  Section 3.3 of the  Agreement in such year (after giving effect to clause
(i) above) to be payable from the Account at times  earlier than those  provided
in Section A.6 above but not earlier  than the dates on which such  amounts were
to be credited to the Account.




<PAGE>

<PAGE>





                                                                         ANNEX B

                                     RELEASE

               Pursuant  to the  terms of the  Employment  Agreement  made as of
November  ,  1995,  between  TIME  WARNER  INC.,  a  Delaware  corporation  (the
"Company"),  75 Rockefeller  Plaza, New York, New York 10019 and the undersigned
(the  "Agreement"),  and in  consideration  of the payments made to me and other
benefits to be received by me pursuant thereto, I, [NAME],  being of lawful age,
do  hereby  release  and  forever   discharge  the  Company  and  its  officers,
shareholders,  subsidiaries,  agents,  and employees,  from any and all actions,
causes of action,  claims, or demands for general,  special or punitive damages,
attorney's fees, expenses, or other compensation,  which in any way relate to or
arise out of my employment  with the Company or any of its  subsidiaries  or the
termination  of such  employment,  which I may now or  hereafter  have under any
federal,  state or local law, regulation or order, including without limitation,
under  the Age  Discrimination  in  Employment  Act,  as  amended,  through  and
including the date of this  Release;  provided,  however,  that the execution of
this Release shall not prevent the  undersigned  from bringing a lawsuit against
the Company to enforce its obligations under the Agreement.

               I  acknowledge  that I have been  given at least 21 days from the
day I received a copy of this Release to sign it and that I have been advised to
consult an attorney.  I understand that I have the right to revoke my consent to
this Release for seven days following my signing.  This Release shall not become
effective or enforceable  until the expiration of the seven-day period following
the date it is signed by me.

               I further  state that I have read this document and the Agreement
referred to herein,  that I know the  contents of both and that I have  executed
the same as my own free act.

               WITNESS my hand this ____ day of ___________ , ____.

<PAGE>