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                                                                  EXHIBIT 10.27


                                TIME WARNER INC.
               NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN

1.       PURPOSE OF THE PLAN

         The purpose of the Plan is to enhance the Company's ability to attract
and retain talented individuals to serve as members of the Board.

2.       DEFINITIONS

         The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

         (a)      "ACT" means The Securities Exchange Act of 1934, as amended,
                  or any successor thereto.

         (b)      "AFFILIATE" means any entity that is consolidated with the
                  Company for financial reporting purposes or any other entity
                  designated by the Board in which the Company or an Affiliate
                  has a direct or indirect equity interest of at least twenty
                  percent (20%), measured by reference to vote or value.

         (c)      "ANNUAL DEFERRAL AMOUNT" means the portion of a Participant's
                  Cash Compensation that is to be deferred.

         (d)      "BOARD" means the Board of Directors of the Company.

         (e)      "CASH COMPENSATION" means cash compensation earned by a
                  Participant as a director of the Company (including, but not
                  limited to, annual retainer, board meeting fees, committee
                  meeting fees and committee chairman fees).

         (f)      "CODE" means The Internal Revenue Code of 1986, as amended,
                  or any successor thereto.

         (g)      "COMPANY" means Time Warner Inc., formerly named AOL Time
                  Warner Inc., a Delaware corporation.

         (h)      "DEFERRAL ELECTION FORM" means an election form approved by
                  the Board.

         (i)      "DEFERRED CASH" means a bookkeeping entry credited in
                  accordance with an election made by a Participant pursuant to
                  Section 5.

         (j)      "DEFERRED SHARE UNIT" means a bookkeeping entry, equivalent
                  in value to one Share, credited in accordance with an
                  election made by a Participant pursuant to Section 5.


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         (k)      "DEFERRED ACCOUNT" means a bookkeeping account maintained by
                  the Company pursuant to which the Company records amounts
                  deferred by a Participant as Deferred Cash and/or Deferred
                  Share Units.

         (l)      "EFFECTIVE DATE" means the date the Board approves the Plan.

         (m)      "ELIGIBLE DIRECTOR" means any director of the Company who is
                  not an employee of the Company or any Affiliate during any
                  years of service covered by the election made on a Deferral
                  Election Form.

         (n)      "FAIR MARKET VALUE" means, on a given date, (i) if there
                  should be a public market for the Shares on such date, the
                  average of the high and low prices of the Shares on the New
                  York Stock Exchange, or, if the Shares are not listed or
                  admitted on any national securities exchange, the average of
                  the per Share closing bid price and per Share closing asked
                  price on such date as quoted on the National Association of
                  Securities Dealers Automated Quotation System (or such market
                  in which such prices are regularly quoted)(the "NASDAQ"), or,
                  if no sale of Shares shall have been reported on the New York
                  Stock Exchange or quoted on the NASDAQ on such date, then the
                  immediately preceding date on which sales of the Shares have
                  been so reported or quoted shall be used, and (ii) if there
                  should not be a public market for the Shares on such date,
                  the Fair Market Value shall be the value established by the
                  Board in good faith.

         (o)      "PARTICIPANT" means any Eligible Director who elects to
                  participate in the Plan.

         (p)      "PLAN" means the Time Warner Inc. Non-Employee Directors'
                  Deferred Compensation Plan.

         (q)      "PRIME RATE" means, with respect to each annual period ending
                  on any April 30, the prime rate of interest per annum
                  reported by the Wall Street Journal on the May 1 with which
                  such annual period commenced (or if such May 1 is not a
                  business day, the immediately preceding business day).

         (r)      "SHARES" means shares of common stock of the Company, $.01
                  par value per share.

3.       ADMINISTRATION

         The Plan shall be administered by the Board, which may delegate its
duties and powers in whole or in part as it deems appropriate. The Board is
authorized to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations that it
deems necessary or desirable for the administration of the Plan. The Board may
correct any defect or supply any omission or reconcile any inconsistency in the
Plan in the manner and to the extent the Board deems necessary or desirable.
Any decision of the


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Board in the interpretation and administration of the Plan, as described
herein, shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned (including, but not limited to,
Participants and their beneficiaries or successors).

4.       ELIGIBILITY

         All Eligible Directors shall be eligible to participate in the Plan.

5.       VOLUNTARY DEFERRAL OF CASH COMPENSATION

         An Eligible Director may voluntarily elect to defer his or her Cash
Compensation in the following manner:

         (a)      Method of Election. In order to make a voluntary election
                  pursuant to the Plan, the Eligible Director must complete a
                  Deferral Election Form, not later than the commencement date
                  of the Participant's term for which the Cash Compensation to
                  be deferred will be earned (with respect to newly elected
                  Eligible Directors, no later than 30 days after the date on
                  which such Eligible Director commences service as a director
                  of the Company). Notwithstanding the foregoing, no later than
                  30 days following the Effective Date, each Eligible Director
                  may make a voluntary election to defer Cash Compensation
                  pursuant to the Plan. The Deferral Election Form shall
                  designate (i) the Annual Deferral Amount, (ii) the portion of
                  the Annual Deferral Amount that is to be deferred into (A)
                  Deferred Share Units and/or (B) Deferred Cash and (iii) the
                  timing of payments. Such an election shall only be effective
                  with respect to the Cash Compensation earned after the date
                  of the election. Such election shall remain effective for all
                  future terms of service as an Eligible Director unless the
                  Participant revokes the election or makes a new election with
                  respect to a subsequent term.

         (b)      Deferred Share Units. If a Participant elects to defer his or
                  her Annual Deferral Amount into Deferred Share Units, such
                  Participant will have Deferred Share Units credited (as of
                  each date on which his or her Cash Compensation would
                  otherwise have been paid) to the Participant's Deferred
                  Account. The number of Deferred Share Units (including
                  fractional Deferred Share Units) to be credited shall be
                  determined by dividing (i) the amount of Cash Compensation to
                  be deferred into Deferred Share Units by (ii) the Fair Market
                  Value of one Share on the date credited. Deferred Share Units
                  outstanding as of the record date of a dividend on the Shares
                  shall be credited with dividend equivalents when such
                  dividend is paid on the Shares, and such dividend equivalents
                  shall be converted into additional Deferred Share Units based
                  on the Fair Market Value of a Share on the date such dividend
                  is paid.

         (c)      Deferred Cash. If a Participant makes a voluntary election to
                  defer his or her Annual Deferral Amount into Deferred Cash,
                  such Participant will have Deferred Cash credited (as of each
                  date on which his or her Cash


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                  Compensation would otherwise have been paid) to the
                  Participant's Deferred Account. The amount of Deferred Cash
                  to be credited shall equal the amount of Cash Compensation to
                  be deferred into Deferred Cash. A Participant's Deferred
                  Account shall be credited with additional Deferred Cash on
                  April 30 of each calendar year equal to the amount of
                  notional interest earned on the Deferred Cash in the
                  Participant's Deferred Account. For this purpose, such
                  notional interest shall be earned at the Prime Rate plus two
                  percent (2%).

6.       TIMING AND FORM OF PAYMENT

         Payments in settlement of Deferred Accounts shall be made in cash as
soon as practicable after the date or dates, and in such number of
installments, as may be directed by the Participant in the Participant's
Deferral Election Form. If a Participant has elected to receive installment
payments, the amount of the distribution payable is based upon the value of a
Deferred Account on the installment payment date.

7.       NONTRANSFERABILITY OF DEFERRED ACCOUNTS

         Deferred Accounts shall not be transferable or assignable by the
Participant otherwise than by will or by the laws of descent and distribution.
During the lifetime of a Participant, Deferred Accounts shall be payable only
to such Participant. Deferred Accounts payable after the death of a Participant
shall be paid to the beneficiary designated by the Participant on the Deferral
Election Form; provided, that if no such beneficiary is designated the Deferred
Accounts may be paid to the legatees, personal representatives or distributees
of the Participant.

8.       UNFUNDED PLAN

         The Plan is intended to constitute an unfunded obligation of the
Company, and Participants shall rely solely on the unsecured promise of the
Company for payment hereunder. Nothing contained in the Plan shall give a
Participant any rights that are greater than those of a general unsecured
creditor of the Company. The Company may authorize the creation of a trust or
other arrangements to meet the Company's obligations under the Plan, which
trusts or other arrangements shall be consistent with the unfunded status of
the Plan.

9.       ADJUSTMENTS UPON CERTAIN EVENTS

         In the event of any change in the outstanding Shares after the
Effective Date by reason of any Share dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off, combination or transaction
or exchange of Shares or other corporate exchange, or any distribution to
shareholders of Shares other than regular cash dividends or any transaction
similar to the foregoing, the Board in its sole discretion and without
liability to any person may make such substitution or adjustment, if any, as it
deems to be equitable, to any Deferred Share Units.

10.      SUCCESSORS AND ASSIGNS


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         The Plan shall be binding on all successors and assigns of the Company
and a Participant, including without limitation, the estate of such Participant
and the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

11.      AMENDMENTS OR TERMINATION

         The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would reduce the value of any
Participant's Deferred Account without such Participant's consent.

12.      CHOICE OF LAW

         The Plan shall be governed by and construed in accordance with the
laws of the State of New York without regard to conflicts of laws and any and
all disputes between a Participant and the Company or any Affiliate relating to
the Plan shall be brought only in a state or federal court of competent
jurisdiction sitting in Manhattan, New York.

13.      EFFECTIVENESS OF THE PLAN

         The Plan shall be effective as of the Effective Date.