Offer of Employment to Patricia Fili-Krushel – Time Warner

1.

The Company hereby accepts your resignation of employment effective January
1, 2011 (the “Termination Date”) and waives your obligations under Section 9.2
of the Agreement only as it relates to your acceptance of the offer of
employment and serving as the Chief Administrative Officer of NBC Universal. You
hereby resign as Executive Vice President, Administration of the Company as well
as any other officer, director or other positions you hold at affiliates of the
Company, in each case effective December 31, 2010. You hereby acknowledge that,
after December 31, 2010, you will not be serving at the request of the Company
as a director or in any other capacity of any other entity.

2.

You acknowledge that, with the exception of accepting the offer of employment
and serving as the Chief Administrative Officer of NBC Universal, you will
remain obligated under Sections 9.2., 10 and 12 of the Agreement.

3.

You agree to cooperate with the Company in providing for an orderly
transition of your responsibilities through the Termination Date, which
cooperation shall include giving such assistance as may be reasonably requested
by the Company. After the Termination Date, such cooperation shall extend to
additional matters as reasonably requested by the Company from time to time,
including, without limitation, providing information reasonably requested to
enable the Company to comply with applicable securities laws and regulations and
providing assistance with respect to legal matters now pending or that may arise
about which you have knowledge by virtue of your employment with the Company

4.

You agree that during the remainder of your employment and for a period of
one year following the Termination Date you shall not solicit and shall not
cause NBC Universal or any of its affiliates to solicit any person who was a
full-time employee of the Company at the date of such termination or within six
months prior thereto. Such prohibition shall not apply to your secretary or
executive assistant or to any other employee eligible to receive overtime pay.

5.

You acknowledge that your resignation releases the Company from any further
obligations to you under the Agreement, including the fact that you have no
further right to receive any compensation, payments or benefits from the Company
other than what is outlined in this Letter Agreement.

6.

The Company has agreed that you will be paid a bonus for the year ending
December 31, 2010 under the Company’s Executive Incentive Plan, based on the
Company’s performance as certified by the Compensation and Human Development
Committee of the Board of Directors (the “Compensation Committee”) and your
individual performance rating, which will be at least 130, less withholdings and
deductions (the “Bonus Payment”). This payment will be made to you in a lump sum
at the same time bonuses are paid to executive officers of the Company, i.e.,
between January 1 and March 15, 2011, provided the Release is effective. If you
choose not to sign this letter or the Release or if you sign the Release but
revoke your consent to the Release within the applicable time period, you will
not be eligible for the Bonus Payment.

7.

You agree that prior to your last day in the office you will bring your
Company-issued Blackberry to the IT Department so that the Company data can be
removed from the device. You agree to return all Company-issued equipment and
Company property, including the Company-issued Blackberry, to the Company prior
to the Termination Date.

8.

After the Termination Date, you shall not be entitled to any additional
awards or grants under any stock option, restricted stock units (“RSUs”),
performance stock units (“PSUs”) or other stock-based incentive plan and you
shall not be entitled to continue elective deferrals in or accrue additional
benefits under any qualified or nonqualified retirement programs maintained by
the Company. At the Termination Date, your rights to benefits and payments under
any benefit plans or any insurance or other death benefit plans or arrangements
of the Company shall be determined in accordance with the terms and provisions
of such plans. At the Termination Date, your rights to benefits and payment
under any stock option, RSU, and PSU granted by the Company shall be

determined in accordance with the terms and provisions of the plans and any
agreements under which such stock options, RSUs or PSUs were granted. The
applicable treatment is set forth below.

9.

At the Termination Date, because you satisfy the requirements for “retirement
treatment” under the applicable stock option agreements, any stock options to
purchase Time Warner common stock that have not vested as of the Termination
Date will vest and all vested stock options to purchase Time Warner common stock
will remain exercisable for a period of five years after the Termination Date,
but not beyond their original expiration date.

10.

At the Termination Date, because you satisfy the requirements for “retirement
treatment” under the applicable restricted stock units agreement, all RSUs will
vest , but the shares of Time Warner Common Stock underlying the vested RSUs
will not be paid to you until six months after the Termination Date because of
the requirements of Section 409A of the Internal Revenue Code.

11.

With respect to PSUs, for all awards of PSUs, following the end of the
performance cycle for each outstanding grant of PSUs, a pro-rated portion of
such grant will vest based on the actual performance certified by the
Compensation Committee and the Termination Date in accordance with the terms of
the applicable award agreement and any shares paid out based on the performance
level so certified will be settled at the regular performance cycle end dates.

12.

In February 2011 you will be eligible to elect continued coverage under the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”). You will receive
separate information regarding your option to continue health benefits.

13.

You acknowledge that you will use all of your accrued vacation and personal
days prior to December 31, 2010.

14.

You acknowledge that Section 12.15 of your Agreement is deleted in its
entirety and the following Section 12.15 is added to the Agreement:
Survival. Sections 3.4, 8.3 and 9 through 12 shall survive any
termination of the term of employment by the Company for cause pursuant to
Section 4.1. Sections 3.4, 4.2, 4.4, 4.5, 4.6, 4.7, 5 and 8 through 12 shall
survive any termination of the term of employment pursuant to Sections 4.2, 5 or
6. Sections 3.4, 4.6, and 9 through 12 shall survive any termination of the term
of employment due to resignation.

15.

Except as provided in Section 12.7 of the Agreement, any claims,
controversies or disputes arising out of or related to this Letter Agreement or
the Release, the interpretation, validity or enforceability of this Letter
Agreement or the Release, or the alleged breach of this Letter Agreement or the
Release shall be submitted to resolution in arbitration in accordance with the
procedures set forth in Section 12.8 of the Employment Agreement.

16.

This Letter Agreement, taken together with the Release and Agreement, as
modified by this Letter Agreement, constitute and contain the entire agreement
and understanding concerning your employment, termination from employment and
the other subject matters addressed herein between the parties and supersedes
and replaces all prior negotiations and all agreements proposed or otherwise,
whether written or oral, concerning the subject matters hereof. This is an
integrated document.

17.

This Letter Agreement may be executed in counterparts, and each counterpart,
when executed, shall have the efficacy of a signed original. Photographic copies
of such signed counterparts may be used in lieu of the originals for any
purpose.

18.

This Letter Agreement shall be governed by and construed and enforced in
accordance with the substantive laws of the State of New York applicable to
agreements made and to be performed entirely in New York.

19.

This Letter Agreement is intended to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), and will be interpreted in a
manner intended to comply with Section 409A of the Code. Notwithstanding
anything herein or contained in the Agreement to the contrary, (i) if at the
Termination Date you are a “specified employee” as defined in Section 409A of
the Code (and any related regulations or other pronouncements thereunder) and
the deferral of the commencement of any payments or benefits otherwise payable
hereunder as a result of such termination of employment is necessary in order to
prevent any accelerated or additional tax under Section 409A of the Code, then
the Company will defer the commencement of the payment of any such payments or
benefits hereunder or under the Agreement (without any reduction in such
payments or benefits ultimately paid or provided to you) until the date that is
six months following your termination of employment with the Company (or the
earliest date as is permitted under Section 409A of the Code) and (ii) if any
other payments of money or other benefits due to you hereunder or under the
Agreement could cause the application of an accelerated or additional tax under
Section 409A of the Code, such payments or other benefits shall be deferred if
deferral will make such payment or other benefits compliant under Section 409A
of the Code, or otherwise such payment or other benefits shall be restructured,
to the extent possible, in a manner, determined by the Company, that does not
cause such an accelerated or additional tax. To the extent any reimbursements or
in-kind benefits due to you under this Letter Agreement or under the Agreement
constitutes “deferred compensation” under Section 409A of the Code, any such
reimbursements or in-kind benefits shall be paid to you in a manner consistent
with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this
Agreement or under the Agreement shall be designated as a “separate payment”
within the meaning of Section 409A of the Code. The Company shall consult with
you in good faith regarding the implementation of the provisions of this Section
12; provided that neither the Company nor any of its employees or
representatives shall have any liability to you with respect to thereto.

Acknowledged and Agreed to

/s/ Patricia Fili-Krushel

Patricia Fili-Krushel

/s/ Patricia Fili-Krushel

Patricia Fili-Krushel

Dated:

January 4, 2011