Exhibit 99.2
                                                              Final January 2007

                                Time Warner Inc.

                   Notice of Grant of Performance Stock Units

TIME WARNER INC. (the "Company"), pursuant to the Company's 2006 Stock Incentive
Plan (the "Plan"),  hereby grants to the  undersigned  Participant the following
performance  stock units (the  "PSUs"),  subject to the terms and  conditions of
this Notice of Grant of Performance  Stock Units,  the  Performance  Stock Units
Agreement and the Plan. Each PSU represents the unfunded, unsecured right of the
Participant to receive a Share on the date(s) specified herein. The Plan and the
Performance Stock Units Agreement,  both of which are incorporated into and made
a part of this  Notice,  can be  accessed  and  printed  through  the HR Website
(http://infocenter.twi.com).

1.       Name:_________________
         ID:____________________

2.       Date of Grant:___________, 2007

3.       Target Number of PSUs Granted:__________

4.       Performance Period:  __________, 2007 through ___________, 2009.

5.       The Vesting Date for PSUs shall be ___________, 2010. As of the Vesting
         Date, a percentage (between 0% and 200%) of the target number of PSUs
         shall vest based on the Company's Total Shareholder Return ("TSR")
         during the Performance Period, as indicated below (and as further
         provided under the Performance Stock Units Agreement):





                                                                                          

     --------------------------------------------------------------------------------------------------------------
     Performance Level                   Company TSR Percentile During               Percentage of Target PSUs
                                               Performance Period                            That Vest
     --------------------------------------------------------------------------------------------------------------
     Maximum                     The Company is ranked at the 100th percentile                    200%
     --------------------------------------------------------------------------------------------------------------
     Target                      The Company is ranked at the 50th percentile                     100%
     --------------------------------------------------------------------------------------------------------------
     Threshold                   The Company is ranked at the 25th percentile                     50%
     --------------------------------------------------------------------------------------------------------------
     Below Threshold             The Company is ranked below the 25th percentile                   0%
     --------------------------------------------------------------------------------------------------------------



     The  percentage of Target PSUs that vest if the  Company's  TSR  Percentile
     during the  Performance  Period is between the  "Threshold" and "Target" or
     between the "Target" and "Maximum"  Performance  Levels shall be determined
     by linear interpolation. Notwithstanding the forgoing, the PSUs are subject
     to earlier forfeiture in certain  circumstances,  including  termination of
     Employment,  and/or  accelerated  issuance or  transfer  of the  underlying
     Shares,  in each case, as provided in the Performance Stock Units Agreement
     and the Plan.

     IN WITNESS WHEREOF,  the Company has caused this Notice to be signed by its
duly authorized officer or agent the _____ day of _______________, 2007.


                                                                               2

                                                  TIME WARNER INC.


                                                  By:__________________________


Accepted and Agreed to:


Holder:____________________________

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