Exhibit 10.2


                                 AMENDMENT NO. 7
                                     TO THE
                                TIME WARNER INC.
                           DEFERRED COMPENSATION PLAN

1.   Section 3.2(a) is amended by adding the following sentence at the end
     thereof:

                  Notwithstanding anything to the contrary herein, for purposes
                  of this Section 3.2, "bonus" shall also mean the special
                  one-time merger completion bonus payable in connection with
                  the successful completion of the merger of America Online Inc.
                  and Time Warner Inc.