2006 Stock Incentive Plan – Time Warner

(a)

means The Securities Exchange Act of 1934, as amended, or any successor
thereto.

(b)

means any entity that is consolidated with the Company for financial
reporting purposes or any other entity designated by the Board in which the
Company or an Affiliate has a direct or indirect equity interest of at least
twenty percent (20%), measured by reference to vote or value.

(c)

means an Option, Stock Appreciation Right, Restricted Stock or Other
Stock-Based Award granted pursuant to the Plan.

(d)

means the Board of Directors of the Company.

(e)

means the occurrence of any of the following events:

(f)

means The Internal Revenue Code of 1986, as amended, or any successor
thereto.

(g)

means the Compensation and Human Development Committee of the Board or its
successor, or such other committee of the Board to which the Board has delegated
power to act under or pursuant to the provisions of the Plan or a subcommittee
of the Compensation and Human Development Committee (or such other committee)
established by the Compensation and Human Development Committee or such other
committee.

(h)

means Time Warner Inc., a Delaware corporation.

(i)

means the date the Board approved the Plan (March 23, 2006).

(j)

means (i) a Participant’s employment if the Participant is an employee of the
Company or any of its Affiliates and (ii) a Participant’s services as a
non-employee director, if the Participant is a non-employee member of the Board
or the board of directors of an Affiliate; provided, however that
unless otherwise determined by the Committee, a change in a Participant’s status
from employee to non-employee (other than a director of the Company or an
Affiliate) shall constitute a termination of employment hereunder.

(k)

means, on a given date, (i) if there should be a public market for the Shares
on such date, (x) prior to October 1, 2008, the average of the high and low
prices of the Shares on the New York Stock Exchange, or, if the Shares are not
listed or admitted on any national securities exchange, the average of the per
Share closing bid price and per Share closing asked price on such date as quoted
on the National Association of Securities Dealers Automated Quotation System (or
such market in which such prices are regularly quoted) (the “NASDAQ”), or, if no
sale of Shares shall have been reported on the New York Stock Exchange or quoted
on the NASDAQ on such date, then the immediately preceding date on which sales
of the Shares have been so reported or quoted shall be used, and (y) on and
after October 1, 2008, the closing sale price of the Shares on the New York
Stock Exchange Composite Tape, or, if the Shares are not listed or admitted on
any national securities exchange, the average of the per Share closing bid price
and per Share closing asked price on such date as quoted on the National
Association of Securities Dealers Automated Quotation System (or such market in
which such prices are regularly quoted) (the “NASDAQ”), or, if no sale of Shares
shall have been reported on the New York Stock Exchange Composite Tape or quoted
on the NASDAQ on such date, then the immediately preceding date on which sales
of the Shares have been so reported or quoted shall be used, and (ii) if there
should not be a public market for the Shares on such date, the Fair Market Value
shall be the value established by the Committee in good faith.

(l)

means an Option that is also an incentive stock option granted pursuant to
Section 6(d).

(m)

means a stock option granted pursuant to Section 6.

(n)

“Option Price” means the price for which a Share can
be purchased upon exercise of an Option, as determined pursuant to Section 6(a).

(o)

means awards granted pursuant to Section 9.

(p)

means an employee, prospective employee, director or advisor of the Company
or an Affiliate who is selected by the Committee to participate in the Plan.

(q)

means certain Other Stock-Based Awards granted pursuant to Section 9(b).

(r)

means the Time Warner Inc. 2006 Stock Incentive Plan, as amended from time to
time.

(s)

means any Share granted under Section 8.

(t)

means shares of common stock of the Company, $.01 par value per share.

(u)

means a stock appreciation right granted pursuant to Section 7.

(v)

means a subsidiary corporation, as defined in Section 424(f) of the Code (or
any successor section thereto), of the Company.

(a)

The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two individuals who are intended to qualify as

“independent directors” within the meaning of the New York Stock Exchange
listed company rules, “Non-Employee Directors” within the meaning of Rule 16b-3
under the Act (or any successor rule thereto) and, to the extent required by
Section 162(m) of the Code (or any successor section thereto), “outside
directors” within the meaning thereof. In addition, the Committee may delegate
the authority to grant Awards under the Plan to any employee or group of
employees of the Company or an Affiliate; provided that such grants are
consistent with guidelines established by the Committee from time to time.

(b)

The Committee shall have the full power and authority to make, and establish
the terms and conditions of, any Award to any person eligible to be a
Participant, consistent with the provisions of the Plan and to waive any such
terms and conditions at any time (including, without limitation, accelerating or
waiving any vesting conditions). Awards may, in the discretion of the Committee,
be made under the Plan in assumption of, or in substitution for, outstanding
awards previously granted by the Company or its affiliates or a company acquired
by the Company or with which the Company combines. The number of Shares
underlying such substitute awards shall be counted against the aggregate number
of Shares available for Awards under the Plan.

(c)

The Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan, and may delegate such authority, as it deems appropriate. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent the Committee deems
necessary or desirable. Any decision of the Committee in the interpretation and
administration of the Plan, as described herein, shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned (including, but not limited to, Participants and their beneficiaries
or successors).

(d)

The Committee shall require payment of any amount it may determine to be
necessary to withhold for federal, state, local or other taxes as a result of
the exercise, grant or vesting of an Award. Unless the Committee specifies
otherwise, the Participant may elect to pay a portion or all of such withholding
taxes by (a) delivery of Shares or (b) having Shares withheld by the Company
with a Fair Market Value equal to the minimum statutory withholding rate from
any Shares that would have otherwise been received by the Participant.

(a)

No Award may be granted under the Plan after the fifth anniversary of the
meeting of shareholders of the Company at which the Plan is approved,

but Awards granted prior to such fifth anniversary may extend beyond that
date.

(b)

No Option or Stock Appreciation Right, once granted hereunder, may be
repriced.

(c)

With respect to any Awards granted to a Participant who is a non-employee
member of the Board at the time of grant, such Awards shall be made pursuant to
formulas established by the Board in advance of such grant. Any such Awards
shall be made at the time such a Participant first becomes a member of the Board
and, thereafter, on an annual basis at or following the annual meeting of
stockholders. Such formulas may include any one or more of the following: (i) a
fixed number of Options or Stock Appreciation Rights, (ii) a fixed number of
Shares of Restricted Stock or a number of Shares of Restricted Stock determined
by reference to a fixed dollar amount (calculated based on the Fair Market Value
of a Share on the date of grant), and (iii) Other Stock-Based Awards determined
either by reference to a fixed number of Shares or to a fixed dollar amount
(calculated based on the Fair Market Value of a Share on the date of grant).

(a)

. The Option Price per Share shall be determined by the Committee, but shall
not be less than 100% of the Fair Market Value of a Share on the date an Option
is granted.

(b)

. Options granted under the Plan shall be exercisable at such time and upon
such terms and conditions as may be determined by the Committee, but in no event
shall an Option be exercisable more than ten years after the date it is granted,
except as may be provided pursuant to Section 15.

(c)

. Except as otherwise provided in the Plan or in an Award agreement, an
Option may be exercised for all, or from time to time any part, of the Shares
for which it is then exercisable. For purposes of this Section 6, the exercise
date of an Option shall be the date a notice of exercise is received by the
Company, together with provision for payment of the full purchase price in
accordance with this Section 6(c). The purchase price for the Shares as to which
an Option is exercised shall be paid to the Company, as designated by the
Committee, pursuant to one

or more of the following methods: (i) in cash or its equivalent (e.g., by
check); (ii) in Shares having a Fair Market Value equal to the aggregate Option
Price for the Shares being purchased and satisfying such other requirements as
may be imposed by the Committee; provided that such Shares have been held
by the Participant for no less than six months (or such other period as
established from time to time by the Committee in order to avoid adverse
accounting treatment applying generally accepted accounting principles);
(iii) partly in cash and partly in such Shares or (iv) if there is a public
market for the Shares at such time, through the delivery of irrevocable
instructions to a broker to sell Shares obtained upon the exercise of the Option
and to deliver promptly to the Company an amount out of the proceeds of such
Sale equal to the aggregate Option Price for the Shares being purchased. No
Participant shall have any rights to dividends or other rights of a stockholder
with respect to Shares subject to an Option until the Shares are issued to the
Participant.

(d)

. The Committee may grant Options under the Plan that are intended to be
ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code
(or any successor section thereto). No ISO may be granted to any Participant who
at the time of such grant, owns more than ten percent of the total combined
voting power of all classes of stock of the Company or of any Subsidiary, unless
(i) the Option Price for such ISO is at least 110% of the Fair Market Value of a
Share on the date the ISO is granted and (ii) the date on which such ISO
terminates is a date not later than the day preceding the fifth anniversary of
the date on which the ISO is granted. Any Participant who disposes of Shares
acquired upon the exercise of an ISO either (i) within two years after the date
of grant of such ISO or (ii) within one year after the transfer of such Shares
to the Participant, shall notify the Company of such disposition and of the
amount realized upon such disposition. All Options granted under the Plan are
intended to be nonqualified stock options, unless the applicable Award agreement
expressly states that the Option is intended to be an ISO. If an Option is
intended to be an ISO, and if for any reason such Option (or portion thereof)
shall not qualify as an ISO, then, to the extent of such nonqualification, such
Option (or portion thereof) shall be regarded as a nonqualified stock option
granted under the Plan; provided that such Option (or portion
thereof) otherwise complies with the Plan’s requirements relating to
nonqualified stock options. In no event shall any member of the Committee, the
Company or any of its Affiliates (or their respective employees, officers or
directors) have any liability to any Participant (or any other person) due to
the failure of an Option to qualify for any reason as an ISO.

(e)

. Wherever in this Plan or any agreement evidencing an Award a Participant is
permitted to pay the exercise price of an Option or taxes relating to the
exercise of an Option by delivering Shares, the Participant may, subject to
procedures satisfactory to the Committee, satisfy such

delivery requirement by presenting proof of beneficial ownership of such
Shares, in which case the Company shall treat the Option as exercised without
further payment and/or shall withhold such number of Shares from the Shares
acquired by the exercise of the Option, as appropriate.

(a)

. The Committee may grant (i) a Stock Appreciation Right independent of an
Option or (ii) a Stock Appreciation Right in connection with an Option, or a
portion thereof. A Stock Appreciation Right granted pursuant to clause (ii) of
the preceding sentence (A) may be granted at the time the related Option is
granted or at any time prior to the exercise or cancellation of the related
Option, (B) shall cover the same number of Shares covered by an Option (or such
lesser number of Shares as the Committee may determine) and (C) shall be subject
to the same terms and conditions as such Option except for such additional
limitations as are contemplated by this Section 7 (or such additional
limitations as may be included in an Award agreement).

(b)

. The exercise price per Share of a Stock Appreciation Right shall be an
amount determined by the Committee but in no event shall such amount be less
than the Fair Market Value of a Share on the date the Stock Appreciation Right
is granted; provided, however, that notwithstanding the foregoing
in the case of a Stock Appreciation Right granted in conjunction with an Option,
or a portion thereof, the exercise price may not be less than the Option Price
of the related Option. Each Stock Appreciation Right granted independent of an
Option shall entitle a Participant upon exercise to an amount equal to (i) the
excess of (A) the Fair Market Value on the exercise date of one Share over
(B) the exercise price per Share, times (ii) the number of Shares covered by the
Stock Appreciation Right. Each Stock Appreciation Right granted in conjunction
with an Option, or a portion thereof, shall entitle a Participant to surrender
to the Company the unexercised Option, or any portion thereof, and to receive
from the Company in exchange therefor an amount equal to (i) the excess of
(A) the Fair Market Value on the exercise date of one Share over (B) the Option
Price per Share, times (ii) the number of Shares covered by the Option, or
portion thereof, which is surrendered. Payment shall be made in Shares or in
cash, or partly in Shares and partly in cash (any such Shares valued at such
Fair Market Value), all as shall be determined by the Committee. Stock
Appreciation Rights may be exercised from time to time upon actual receipt by
the Company of written notice of exercise stating the number of Shares with
respect to which the Stock Appreciation Right is being exercised. The date a
notice of exercise is received by the Company shall be the exercise date. No
fractional Shares will be issued in payment for Stock Appreciation Rights, but
instead cash will be paid for a fraction or, if the Committee should so
determine, the number of Shares will be rounded downward to the next

whole Share. No Participant shall have any rights to dividends or other
rights of a stockholder with respect to Shares covered by Stock Appreciation
Rights until the Shares are issued to the Participant.

(c)

. The Committee may impose, in its discretion, such conditions upon the
exercisability of Stock Appreciation Rights as it may deem fit, but in no event
shall a Stock Appreciation Right be exercisable more than ten years after the
date it is granted, except as may be provided pursuant to Section 15.

(a)

. Subject to the provisions of the Plan, the Committee shall determine the
number of Shares of Restricted Stock to be granted to each Participant, the
duration of the period during which, and the conditions, if any, under which,
the Restricted Stock may be forfeited to the Company, and the other terms and
conditions of such Awards; provided that not less than 95% of the Shares
of Restricted Stock shall remain subject to forfeiture for at least three years
after the date of grant, subject to earlier termination of such potential for
forfeiture in whole or in part in the event of a Change in Control or the death,
disability or other termination of the Participant’s employment.

(b)

. Shares of Restricted Stock may not be sold, assigned, transferred, pledged
or otherwise encumbered, except as provided in the Plan or the applicable Award
agreement. Certificates, or other evidence of ownership, issued in respect of
Shares of Restricted Stock shall be registered in the name of the Participant
and deposited by such Participant, together with a stock power endorsed in
blank, with the Company. After the lapse of the restrictions applicable to such
Shares of Restricted Stock, the Company shall deliver such certificates, or
other evidence of ownership, to the Participant or the Participant’s legal
representative.

(c)

. Dividends paid on any Shares of Restricted Stock may be paid directly to
the Participant, withheld by the Company subject to vesting of the Restricted
Shares pursuant to the terms of the applicable Award agreement, or may be
reinvested in additional Shares of Restricted Stock, as determined by the
Committee in its sole discretion.

(d)

. Notwithstanding anything to the contrary herein, certain Shares of
Restricted Stock granted under this Section 8 may, at the discretion of the
Committee, be granted in a manner which is intended to be deductible by the
Company under Section 162(m) of the Code (or any successor section thereto). The
restrictions applicable to such Restricted Stock shall lapse based wholly or
partially on the attainment of written performance goals approved by the
Committee for a

performance period established by the Committee (i) while the outcome for
that performance period is substantially uncertain and (ii) no more than 90 days
after the commencement of the performance period to which the performance goal
relates or, if less, the number of days which is equal to 25 percent of the
relevant performance period. The performance goals, which must be objective,
shall be based upon one or more of the criteria set forth in Section 9(b) below.
The Committee shall determine in its discretion whether, with respect to a
performance period, the applicable performance goals have been met with respect
to a given Participant and, if they have, shall so certify prior to the release
of the restrictions on the Shares.

(a)

. The Committee, in its sole discretion, may grant or sell Awards of Shares
and Awards that are valued in whole or in part by reference to, or are otherwise
based on the Fair Market Value of, Shares (“Other Stock-Based Awards”). Such
Other Stock-Based Awards shall be in such form, and dependent on such
conditions, as the Committee shall determine, including, without limitation, the
right to receive, or vest with respect to, one or more Shares (or the equivalent
cash value of such Shares) upon the completion of a specified period of service,
the occurrence of an event and/or the attainment of performance objectives.
Other Stock-Based Awards may be granted alone or in addition to any other Awards
granted under the Plan. Subject to the provisions of the Plan, the Committee
shall determine the number of Shares to be awarded to a Participant under (or
otherwise related to) such Other Stock-Based Awards; whether such Other
Stock-Based Awards shall be settled in cash, Shares or a combination of cash and
Shares; and all other terms and conditions of such Awards (including, without
limitation, the vesting provisions thereof and provisions ensuring that all
Shares so awarded and issued shall be fully paid and non-assessable). The
maximum amount of Other Stock-Based Awards that may be granted during a calendar
year to any Participant shall be: (x) with respect to Other Stock-Based Awards
that are denominated or payable in Shares, 288,855 Shares and (y) with respect
to Other Stock-Based Awards that are not denominated or payable in Shares,
$10 million. Notwithstanding any other provision, with respect to (i) Other
Stock-Based Awards settled in Shares that are subject to time-based vesting, not
less than 95% of such Other Stock Based Awards payable in Shares shall vest and
become payable at least three years after the date of grant, subject to earlier
vesting in whole or in part in the event of a Change in Control or the death,
disability or other termination of the Participant’s employment, and (ii) Other
Stock-Based Awards settled in Shares that are subject to vesting upon the
attainment of performance objectives, the minimum performance period shall be
one year.

(b)

. Notwithstanding anything to the contrary herein, certain Other Stock-Based
Awards granted under this Section 9 may be granted in a manner which is intended
to be deductible by the Company under Section 162(m) of the Code (or any
successor section thereto) (“Performance-Based Awards”). A Participant’s
Performance-Based Award shall be determined based on the attainment of written
performance goals approved by the Committee for a performance period of not less
than one year established by the Committee (i) while the outcome for that
performance period is substantially uncertain and (ii) no more than 90 days
after the commencement of the performance period to which the performance goal
relates or, if less, the number of days which is equal to 25 percent of the
relevant performance period. The performance goals, which must be objective,
shall be based upon one or more of the

following criteria: (i) operating income before depreciation and
amortization; (ii) operating income; (iii) earnings per Share; (iv) return on
shareholders’ equity; (v) revenues or sales; (vi) free cash flow; (vii) return
on invested capital and (viii) total shareholder return. The foregoing criteria
may relate to the Company, one or more of its Affiliates or one or more of its
or their divisions or units, or any combination of the foregoing, and may be
applied on an absolute basis and/or be relative to one or more peer group
companies or indices, or any combination thereof, all as the Committee shall
determine. In addition, to the degree consistent with Section 162(m) of the Code
(or any successor section thereto), the performance goals may be calculated
without regard to extraordinary items. The Committee shall determine whether,
with respect to a performance period, the applicable performance goals have been
met with respect to a given Participant and, if they have, shall so certify and
ascertain the amount of the applicable Performance-Based Award. No
Performance-Based Awards will be paid for such performance period until such
certification is made by the Committee. The amount of the Performance-Based
Award actually paid to a given Participant may be less than the amount
determined by the applicable performance goal formula, at the discretion of the
Committee. The amount of the Performance-Based Award determined by the Committee
for a performance period shall be paid to the Participant at such time as
determined by the Committee in its sole discretion after the end of such
performance period; provided, however, that a Participant may, if
and to the extent permitted by the Committee and consistent with the provisions
of Section 162(m) of the Code and Section 19 below, elect to defer payment of a
Performance-Based Award.

(a)

. In the event of any change in the outstanding Shares (including, without
limitation, the value thereof) after the Effective Date by reason of any Share
dividend or split, reorganization, recapitalization, merger, consolidation,
spin-off, combination, combination or transaction or exchange of Shares or other
corporate exchange, or any distribution to shareholders of Shares other than
regular cash dividends or any transaction similar to the foregoing, the
Committee in its sole discretion and without liability to any person shall make
such substitution or adjustment, if any, as it deems to be equitable (subject to
Section 19), as to (i) the number or kind of Shares or other securities issued
or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards,
(ii) the maximum number of Shares for which Awards (including limits established
for Restricted Stock or Other Stock-Based Awards) may be granted during a
calendar

year to any Participant, (iii) the Option Price or exercise price of any
Stock Appreciation Right and/or (iv) any other affected terms of such Awards.

(b)

. In the event of a Change in Control after the Effective Date, the Committee
may (subject to Section 19), but shall not be obligated to, (A) accelerate, vest
or cause the restrictions to lapse with respect to, all or any portion of an
Award, (B) cancel Awards for fair value (as determined in the sole discretion of
the Committee) which, in the case of Options and Stock Appreciation Rights, may
equal the excess, if any, of value of the consideration to be paid in the Change
in Control transaction to holders of the same number of Shares subject to such
Options or Stock Appreciation Rights (or, if no consideration is paid in any
such transaction, the Fair Market Value of the Shares subject to such Options or
Stock Appreciation Rights) over the aggregate exercise price of such Options or
Stock Appreciation Rights, (C) provide for the issuance of substitute Awards
that will substantially preserve the otherwise applicable terms of any affected
Awards previously granted hereunder as determined by the Committee in its sole
discretion or (D) provide that for a period of at least 30 days prior to the
Change in Control, such Options shall be exercisable as to all shares subject
thereto and that upon the occurrence of the Change in Control, such Options
shall terminate and be of no further force and effect.