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                                                                   EXHIBIT 10.19

                                 AMENDMENT NO. 3
                                     TO THE
                              AOL TIME WARNER INC.
                           DEFERRED COMPENSATION PLAN
                   (AMENDED AND RESTATED AS OF AUGUST 1, 2001)

1.       Effective January 1, 2004, the name of the Plan is changed to the "Time
Warner Inc. Deferred Compensation Plan."

2.       The following sentence is added at the end of Section 1.1:

         Effective October 16, 2003, AOL Time Warner Inc. was renamed Time
         Warner Inc. and effective January 1, 2004 the name of the Plan is
         amended to be the Time Warner Inc. Deferred Compensation Plan.

3.       The second sentence of Section 1.2 is amended to read as follows:

         The Plan also applies to certain account balances attributable to
         compensation previously irrevocably deferred under (i) the Time Warner
         Deferred Compensation (pre-1999) Plan (the "Pre-1999 Plan"), (ii) the
         Time Warner Excess Profit Sharing Plan (the "Excess Profit Sharing
         Plan"), (iii) the Warner Bros. Supplemental Executive Retirement Plan
         (the "Warner Bros. SERP"), (iv) the employment agreements of certain
         senior officers and key personnel of the Company and its Affiliates and
         (v) the Time Warner Entertainment Deferred Compensation Plan (the "TWE
         Plan"), subject to the terms and conditions for making such transfers
         specified in the Pre-1999 Plan, the Excess Profit Sharing Plan, the
         Warner Bros. SERP, each of such employment agreements and the TWE Plan.

4.       Section 2.9 of the Plan is amended to read as follows:

         2.9      COMPANY: Time Warner Inc. or any successor thereto. (Effective
         October 16, 2003, AOL Time Warner Inc. was renamed Time Warner Inc.)

5.       Section 2.22 of the Plan is amended to read as follows:

         2.22     PLAN: This Plan, the Time Warner Inc. Deferred Compensation
         Plan, as set forth herein and as it may be amended from time to time
         (previously named the AOL Time Warner Inc. Deferred Compensation Plan
         and prior to January 11, 2001, the Time Warner Inc. Deferred
         Compensation Plan).

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6.       The following new subsection (d) is added to Section 3.6:

         (d) Effective as of April 1, 2003, the Deferred Compensation Accounts
         of those Participants and Inactive Participants in the TWE Plan who had
         been employed in the former Filmed Entertainment and Home Box Office
         divisions of TWE have been transferred to the Plan.

7.       The following new subsection (e) is added to Section 3.6:

         (e) Transfers from the Plan were made effective as of October 24, 2003,
         in accordance with Section 10.3(b) of the Plan, with respect to the
         account balances of Participants who were transferred pursuant to the
         Stock Purchase Agreement between AOL Time Warner Inc. and Cinram
         International Inc. dated as of July 18, 2003.

8.       Section 5.12 is amended to read as follows:

         5.12 TRANSFERS FROM THE PRE-1999 PLAN, THE EXCESS PROFIT SHARING PLAN,
         THE WARNER BROS. SERP, CERTAIN EMPLOYMENT AGREEMENTS AND THE TWE PLAN.
         All balances transferred from the Pre-1999 Plan, the Excess Profit
         Sharing Plan, the Warner Bros. SERP, the employment agreements
         specified in Section 3.6(b) and the TWE Plan shall be subject to the
         provisions of this Article V as part of a Participant's or Inactive
         Participant's Deferred Compensation Account. A participant whose Warner
         Bros. SERP account balance has been transferred to the Plan may not
         elect an in-service payment date with respect to such account balance
         prior to April 1, 2004.

9.       References in the Plan to "AOL Time Warner Inc. Long Term Disability
Plan" are amended to read "Time Warner Long Term Disability Plan."

10.      References in the Plan to "AOL Time Warner Inc. Stock Fund" are amended
to read "Time Warner Inc. Stock Fund."

11.      References in the Plan to "AOL Time Warner Defined Contribution Plans
Master Trust" are amended to read "Time Warner Defined Contribution Plans Master
Trust."

12.      Items 3, 6 and 8 are effective as of April 1, 2003; Item 7 is effective
as of October 24, 2003; all other items are effective January 1, 2004, unless
other indicated.