AMENDMENT NO. 2
                                     TO THE
                                TIME WARNER INC.
                           DEFERRED COMPENSATION PLAN



1.   Section 2.18 is amended to read as follows:

          2.18 Investment Direction: A Participant's or Inactive Participant's
          direction to the recordkeeper of the Plan, in the form and manner
          prescribed by the Committee, in accordance with directions made by
          telephone, through the intranet of the applicable Employing Company or
          through the Internet, directing which Investment Funds will be
          credited with his or her deferrals and transfers of all or part of the
          deferred amounts and any earnings thereon from other Investment Funds,
          the Pre-1999 Plan and certain employment agreements, as provided for
          herein.

2.   Section 3.5 is amended by adding the following sentence at the end thereof:

          On and after September 13, 1999, notwithstanding anything to the
          contrary herein, the term "bonus", wherever used in this Article III,
          shall also include any amounts payable to Eligible Employees
          participating in the Time Warner Cable Long Term Cash Plan, provided
          that any such elections must be made no later than two Years before
          the Year in which payment would be made.

3.   Section 5.4(b)(iii) is amended to read as follows:

          (iii) can only be made three times (once prior to September 13, 1999)
          with respect to any in-service payment,