AMENDMENT NO. 5
                                     TO THE
                                TIME WARNER INC.
                           DEFERRED COMPENSATION PLAN


1.   Section 3.4 is amended by adding the following sentence at the end thereof:

          Notwithstanding the foregoing, after November 15, 1999, an election to
          defer compensation shall be made prior to July 1 of the Year preceding
          that in which it would be payable, at which time it shall become
          irrevocable.

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

          After November 15, 1999, any such elections pursuant to this section
          shall be made prior to July 1 of the final Year of the respective
          plan, at which time it shall become irrevocable.

3.   The first sentence of Section 5.4(b) is amended to read as follows:

          Notwithstanding subsection (a) above, a Participant may request, by
          delivering written notice to the Committee on a form prescribed by it
          prior to July 1 (January 1 for notices given before November 15, 1999)
          of the Year preceding that in which the in-service payment is to be
          made, that the Committee, in its sole and absolute discretion, defer
          such payment until such later Year as the Participant requests.