Approved by Benefits Officer 8/4/00


                                 AMENDMENT NO. 9
                                     TO THE
                                TIME WARNER INC.
                           DEFERRED COMPENSATION PLAN


1.        Section 3.2 is amended by adding the following new subsection 3.2(c)
          and renumbering the prior subsection 3.2(c) as new subsection 3.2(d):

                    (c) Effective on and after August 1, 2000, the Company or
                    another Employing Company may designate a special bonus to
                    be paid to an Eligible Employee under an agreement with such
                    employee as eligible for deferral, subject to the terms of
                    such agreement. Any such deferral so elected shall be made
                    in the same manner as provided for in subsection (a).