EXHIBIT 10.35




                 Approved by Assistant Benefits Officer 12/16/05

                                 AMENDMENT NO. 4
                                     TO THE
                                TIME WARNER INC.
                           DEFERRED COMPENSATION PLAN
                   (AMENDED AND RESTATED AS OF AUGUST 1, 2001)


1.       A new Section 5.14 is hereby added to Article V to read as follows:

         5.14 ELECTION CHANGES IN 2005. Participants who made an election to
         defer any portion of their bonus to be earned in 2005 and payable in
         2006 or to defer any portion of a long term incentive plan award
         payable in 2006 may elect to amend their deferral election to provide
         that a greater portion (or all) of such bonus or long term incentive
         plan award amounts will be paid to the Participant in 2006 upon the
         regularly scheduled bonus or long term incentive plan award payment
         dates. Any such election change must be made by the Participant on or
         prior to December 31, 2005 in a manner consistent with the transition
         relief rules promulgated by the Treasury Department under Section 409A
         of the Code and pursuant to the terms established by the Benefits
         Officer.

2.       This amendment is effective as of January 1, 2005.