AMENDMENT NO. 4
                                     TO THE
                                TIME WARNER INC.
                           DEFERRED COMPENSATION PLAN



1.   Section 4.2(a) is amended by adding the following sentence before the last
     sentence thereof:

          On and after January 1, 2000, the available deemed Investment Funds
          shall include, on a deemed investment basis, all of the similarly
          named funds (both core funds and mutual funds in the mutual funds
          option) offered under the Time Warner Defined Contribution Plans
          Master Trust.

2.   Article IV is amended by adding the following section 4.8 at the end
     thereof:

          4.8 Investment of Account Balances Transferred from the Excess Profit
          Sharing Plan. The account balances which are to be transferred from
          the Excess Profit Sharing Plan to the Plan shall be deemed invested in
          the fund using the investment crediting rate based on the Capital
          Preservation Fund of the Time Warner Defined Contribution Plans Master
          Trust. Participants in the Plan who have such account balances
          transferred to the Plan will be permitted to make two investment
          changes (for their entire Plan account balances) in the calendar
          quarter of the transfer instead of one.