Supplemental Savings Plan – Time Warner

Time WarnerSupplemental Savings
Plan(Effective January 1, 2011)

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Time Warner
Supplemental Savings PlanTABLE OF
CONTENTS

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ARTICLE I. ESTABLISHMENT AND PURPOSE			1
1.1 Establishment of the Plan			1
1.2 Description and Purpose of the Plan			1
1.3 Effective Date			1
ARTICLE II. DEFINITIONS			1
2.1 Definitions			1
2.2 Gender and Number			4
ARTICLE III. ELIGIBILITY AND PARTICIPATION			5
3.1 Participation			5
3.2 Continued Participation			5
ARTICLE IV. DEFERRALS			5
4.1 Participant Deferral Election			5
4.2 Crediting of Company Deferrals			7
4.3 Cancellation of Deferral Election			8
4.4 Form of Payment of Deferred Amounts			8
4.5 Vesting			8
ARTICLE V. SUPPLEMENTAL SAVINGS ACCOUNTS			9
5.1 Supplemental Savings Account			9
5.2 Hypothetical Investment			10
5.3 Investment Direction			10
5.4 Changes in Investment Direction			10
5.5 Manner of Hypothetical Investment			11
5.6 Participant Assumes Risk of Loss			11
5.7 Statement of Account			11
ARTICLE VI. PAYMENT OF DEFERRED AMOUNTS			11
6.1 Payment of Deferred Amounts			11
6.2 Payment to Beneficiary or Estate in the Event of Death			11
6.3 Unforeseeable Emergency			12
6.4 Incapacity			13
6.5 Rehire of Inactive Participant			13
ARTICLE VII. ADMINISTRATION			13
7.1 The Administrative Committee			13
7.2 The Benefits Officer; Appointment			15
7.3 Delegation of Duties			15
7.4 Benefits Officer; Plan Administrator			15
7.5 Investment Committee			15
7.6 Indemnification			16
7.7 Expenses of Administration			16

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ARTICLE VIII. CLAIMS REVIEW PROCEDURE			16
8.1 Participant or Beneficiary Request for Claim			16
8.2 Insufficiency of Information			16
8.3 Request Notification			16
8.4 Extensions			17
8.5 Claim Review			17
8.6 Time Limitation on Review			17
8.7 Special Circumstances			17
8.8 Legal Actions			18
ARTICLE IX. AMENDMENT AND TERMINATION			18
9.1 Amendments			18
9.2 Termination or Suspension			18
9.3 Participants’ Rights to Payment			18
ARTICLE X. PARTICIPATING COMPANIES			19
10.1 Adoption by Other Entities			19
ARTICLE XI. GENERAL PROVISIONS			19
11.1 Participants’ Rights Unsecured			19
11.2 Non-Assignability			19
11.3 No Rights Against the Company			19
11.4 Withholding			19
11.5 No Guarantee of Tax Consequences			19
11.6 Severability			20
11.7 No Individual Liability			20
11.8 Applicable Law			20
11.9 Compliance with Section 409A of the Code			20

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Time WarnerSupplemental Savings
PlanARTICLE I. ESTABLISHMENT AND PURPOSE

1.1 Establishment of the Plan. Time Warner Inc. hereby adopts this
Plan, which shall be known as the Time Warner Supplemental Savings Plan. 1.2
Description and Purpose of the Plan. This Plan is intended to constitute
a non-qualified deferred compensation plan that, in accordance with ERISA
Sections 201(2), 301(a)(3) and 401(a)(1), is unfunded and established primarily
for the purpose of providing deferred compensation for a select group of
management or highly compensated employees who earn compensation in excess of
the Code Section 401(a)(17) limits on compensation eligible for deferral under a
qualified retirement plan. 1.3 Effective Date. This Plan is effective as
of January 1, 2011. ARTICLE II. DEFINITIONS 2.1
Definitions. Whenever used herein, the following terms shall have the
meanings as provided for herein, unless otherwise expressly provided herein or
unless a different meaning is plainly required by the context, and when the
defined meaning is intended, the term is capitalized: (a) “Administrative
Committee” means the Administrative Committee as provided for herein. (b)
“Affiliate” means any entity affiliated with the Company within the
meaning of Code Section 414(b), with respect to controlled groups of
corporations, Section 414(c) with respect to trades or businesses under common
control with the Company, and Section 414(m) with respect to affiliated service
groups, and any other entity required to be aggregated with the Company pursuant
to regulations under Section 414(o) of the Code. (c) “Assistant Benefits
Officer” means the Assistant Benefits Officer as provided for herein. (d)
“Beneficiary” means the person or persons designated from time to time by
a Participant or Inactive Participant, by notice to the Benefits Officer, to
receive any benefits payable under the Plan after his or her death, which
designation has not been revoked by notice to the Benefits Officer at the date
of the Participant’s or Inactive Participant’s death. Such notice shall be in a
form as required by the Benefits Officer or acceptable to such officer which is
properly completed and delivered to the Benefits Officer or such officer’s
designee. Notice to the Benefits Officer shall be deemed to have been given when
it is actually received by or on behalf of such officer.

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(e) “Benefits Officer” means the Benefits Officer as provided for
herein. (f) “Board” means the Board of Directors of the Company or a
committee thereof authorized to act in the name of the Board. (g) “Change in
Control” means there is a change in the ownership or effective control of
the relevant Company or in the ownership of a substantial portion of the assets
of the relevant Company as defined under, and as determined in accordance with,
Treasury Regulation § 1.409A-3(i)(5) and any other applicable guidance issued
under Code Section 409A. For purposes of this Plan, in order for a Change in
Control to have occurred with respect to a Participant, the relevant Company is
determined for each Participant under Treasury Regulation § 1.409A-3(i)(5)(ii)
and any other applicable guidance issued under Code Section 409A. (h)
“Code” means the Internal Revenue Code of 1986, as amended. (i)
“Company” means Time Warner Inc. or any successor thereto. (j)
“Company Discretionary Deferral” means the deferrals, if any, credited to
Participants’ Supplemental Savings Accounts in accordance with Section 4.2(b).
(k) “Company Matching Deferral” means the deferrals credited to
Participants’ Supplemental Savings Accounts in accordance with Section 4.2(a).
(l) “Compensation” means the Participant’s “Compensation,” paid by an
Employing Company, as defined in the Qualified Plan, determined without regard
to the Compensation Limit, and without regard to any deferrals or the foregoing
of compensation under this or any other plan of deferred compensation maintained
by the Employing Company. Notwithstanding anything to the contrary herein, the
Benefits Officer may amend the definition of “Compensation” to include
additional items of compensation; provided, however, that any such amendment
must be adopted by the Benefits Officer prior to the beginning of the Plan Year
in which the compensation is otherwise to be earned or at such other time(s)
permitted under Code Section 409A (such as prior to the time of the Eligible
Employee’s initial eligibility) so as to allow for a deferral of such
compensation in accordance with Code Section 409A. (m) “Compensation
Limit” means the compensation limit of Section 401(a)(17) of the Code, as
adjusted under Section 401(a)(17)(B) of the Code for increases in the cost of
living. (n) “Disability” means a permanent and total disability as
determined by the Social Security Administration or any disability for which a
Participant is receiving monthly benefits under the provisions of the Time
Warner Long Term Disability Plan or, in the case of an employee covered by a
long term disability plan of an Affiliate, under the provisions of such plan,
whichever shall occur first. (o) “Eligible Employee” means an Employee
who is otherwise eligible for participation in the Qualified Plan; provided,
however, that an Employee who is not employed at a U.S. location of an Employing
Company is not eligible for this Plan even if such Employee is

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compensated through a U.S. payroll. For purposes of Section 4.1(f), an
“Eligible Employee” includes an Employee eligible for additional Compensation
payments for which a deferral election may be made thereunder, without regard to
whether such Employee is eligible for participation in the Qualified Plan. (p)
“Employee” means an “Employee” as defined in the Qualified Plan. (q)
“Employing Company” means the Company and each Affiliate which has been
authorized by the Benefits Officer to participate in the Plan and has adopted
the Plan. When the term “Company” is used with respect to an individual
Participant, it shall refer to the specific Employing Company at which the
Participant is employed, unless otherwise required by the context. (r)
“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended. (s) “Excess Compensation” means the Compensation otherwise
payable to an Eligible Employee in excess of the Compensation Limit (or such
other higher dollar limitation as may be set by the Benefits Officer in his or
her sole discretion for any Plan Year). (t) “Inactive Participant” means
a Participant who had previously deferred amounts credited to a Supplemental
Savings Account and such Participant is no longer eligible to participate
hereunder, including due to a Benefits Officer designation of his or her
ineligibility for a future Plan Year or a Separation From Service with the
Company and any Affiliate, in either case where the individual’s Supplemental
Savings Account has not been fully distributed. (u) “Investment
Committee” means the Investment Committee as provided for herein. (v)
“Investment Direction” means a Participant’s or an Inactive Participant’s
direction to the recordkeeper of the Plan, in the form and manner prescribed by
the Benefits Officer, in accordance with directions made by telephone, through
the intranet of the applicable Employing Company or through the Internet,
directing which Investment Funds will be credited with his or her deferrals and
transfers of all or part of the deferred amounts and any earnings thereon from
other Investment Funds and certain employment agreements, as provided for
herein. (w) “Investment Funds” means those hypothetical targeted
investment options, as determined from time to time by the Investment Committee
as measurements of the rate of return to be credited to (or charged against)
Participants’ Supplemental Savings Accounts. (x) “Matched Deferrals”
means the pre-tax deferrals of Excess Compensation made by a Participant under
this Plan in accordance with Section 4.1(a). (y) “Participant” means any
Eligible Employee who is eligible to participate in the Plan in accordance with
Article III. Except for those provisions related to deferral opportunities,
references herein to a Participant shall be deemed to include references to
Inactive Participants, unless otherwise required by the context.

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(z) “Plan” means this Plan, the Time Warner Supplemental Savings Plan,
as provided for herein and as it may be amended from time to time. (aa)
“Plan Year” means the calendar year. (bb) “Qualified Plan” means
the Time Warner Savings Plan, as amended from time to time. (cc) “Separation
From Service” means termination of employment with the Employing Company or
an Affiliate that also constitutes a “separation from service” under Section
409A(a)(2)(A)(i) of the Code and the regulations thereunder; provided, however,
that for purposes of determining the controlled group of entities in connection
with a Separation From Service, under Treas. Reg. Section 1.409A-1(h)(3), the
determination shall be made using a common control ownership threshold of “at
least 50%” ownership, rather than “at least 80%” ownership. For purposes of this
Plan, a “Separation From Service” occurs on the first day of the seventh month
following the date a Participant first begins a disability leave of absence. For
this purpose, a disability leave of absence refers to a leave due to the
Participant’s inability to perform the duties of his or her position of
employment or any substantially similar position of employment by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than six months. (dd) “Service Period” means a period of at least 12
months with respect to which Performance-Based Compensation is otherwise
determined and payable. (ee) “Supplemental Savings Account” means the
separate account established under Article V of the Plan for each Participant
and Inactive Participant representing amounts deferred by or for the benefit of
a Participant pursuant to Article IV, together with credited earnings (or
losses) that reflect the Investment Funds applicable with respect to each
Participant’s deferred amounts. (ff) “Unmatched Deferrals” means the
pre-tax deferrals made by a Participant under this Plan in accordance with
Section 4.1(b). (gg) “Valuation Date” means, with respect to the
Investment Funds, each business day when the New York Stock Exchange is open or
any other date designated from time to time by the Benefits Officer for
determining the value of a Participant’s Supplemental Savings Account for any
specified purpose under the Plan, including the determination of amounts
available for unforeseeable emergency withdrawals or other distributions on
account of Separation From Service, death, or any reason otherwise allowed under
the Plan. 2.2 Gender and Number. Except when otherwise indicated by the
context, any masculine terminology used herein also shall include the feminine
and the feminine shall include the masculine, and the use of any term herein in
the singular may also include the plural and the plural shall include the
singular.

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ARTICLE III. ELIGIBILITY AND PARTICIPATION

3.1 Participation. Subject to Section 3.2, an Eligible Employee shall
become a Participant in the Plan if, with respect to any Plan Year, the Eligible
Employee earns Compensation during the Plan Year in excess of the Compensation
Limit (or such other higher dollar limitation as may be set by the Benefits
Officer in his or her sole discretion for that Plan Year before the beginning of
such Plan Year), and the Eligible Employee elects to defer a portion of such
Excess Compensation at such time and in such manner as determined by the
Benefits Officer pursuant to Article IV. In addition, an Eligible Employee shall
become a Participant in the Plan if, with respect to a Plan Year, the Eligible
Employee elects a deferral of special Compensation payments under Section 4.1(f)
or has a Company discretionary deferral amount credited to his or her
Supplemental Savings Account under Section 4.2(b). To become a Participant in
this Plan, each Eligible Employee must also complete such other forms or
applications as required by the Benefits Officer. 3.2 Continued
Participation. Once an Eligible Employee becomes a Participant, he or she
shall continue to be eligible to participate for all future years until his or
her Separation From Service or death or unless and until the Benefits Officer
shall designate that individual or the individual’s Employing Company as
ineligible to participate for a future Plan Year or the Employing Company elects
not to continue to participate in the Plan with respect to its employees for a
future Plan Year. If a Participant becomes ineligible to participate for future
deferrals under this Plan, he or she shall become an Inactive Participant and
retain all the rights described under this Plan with respect to deferrals
previously made while an active Participant. ARTICLE IV.
DEFERRALS 4.1 Participant Deferral Election. Subject to the
conditions as provided for in this Plan, a Participant may elect to defer
amounts hereunder as follows: (a) Matched Deferrals. An Eligible Employee
may elect to defer Matched Deferrals under this Plan in whole percentages up to
six percent (6%) of that portion of his or her Excess Compensation that does not
exceed an amount equal to $500,000 less the then applicable Compensation Limit.
(b) Unmatched Deferrals. An Eligible Employee may elect to defer
Unmatched Deferrals under this Plan in whole percentages up to: (i) fifty
percent (50%) of that portion of his or her Excess Compensation referred to in
Section 4.1(a), which deferrals are reduced by the amount of his or her Matched
Deferrals and (ii) ninety percent (90%) of that portion of his or her
Compensation that exceeds $500,000. (c) Deferral Procedures for Participant
Deferrals. Except as provided in Section 4.1(d), all Participant elective
deferral elections under this Article IV must be made at such time and in such
manner, and shall become irrevocable, as specified by the Benefits Officer prior
to the beginning of each Plan Year in which such Excess Compensation is
otherwise earned. Once a Matched Deferral or an Unmatched Deferral election is
made (or deemed to be made) for a

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Plan Year, it shall remain in effect for all future Excess Compensation
otherwise payable in all future pay periods that otherwise begin during that
Plan Year. In accordance with procedures established by the Benefits Officer,
elections under Section 4.1(a) and Section 4.1(b) may apply to Excess
Compensation earned in any subsequent Plan Year(s) after the Plan Year in which
such election is made. Participant Matched Deferrals and Unmatched Deferrals
shall be credited to the Participant’s Supplemental Savings Account at such
times and in such manner as determined by the Benefits Officer, in his or her
sole discretion. (d) Deferral Procedures for Newly Eligible Employees.
The following procedures apply for deferral elections with respect to newly
Eligible Employees:

	(i)		In the case of an Employee who first becomes eligible to participate in the Plan during a Plan Year (and is not eligible for any other plan with which this Plan is aggregated for purposes of Code Section 409A), deferral elections under this Article IV for such Plan Year must be made no later than a date within 30 days of the date the Employee first becomes eligible to participate in the Plan, and shall apply only to amounts paid for services to be performed after the effective date of such election (including a pro-rated bonus amount as allowed under Code Section 409A).
	(ii)		If an Eligible Employee was previously eligible to participate in this Plan or any other nonqualified deferred compensation plan with which this Plan is aggregated for purposes of Code Section 409A, and as of the Employee’s subsequent eligibility date, the Employee was not eligible to participate in this Plan or any other nonqualified deferred compensation plan with which this Plan is aggregated for purposes of Code Section 409A for at least 24 months preceding the Employee’s subsequent eligibility date, then (in accordance with Code Section 409A and the applicable guidance thereunder) a deferral election under this Article IV may be made no later than a date within 30 days of the effective date of the Employee’s subsequent eligibility.
	(iii)		If an Eligible Employee was previously eligible to participate in this Plan or any other nonqualified deferred compensation plan with which this Plan is aggregated for purposes of Section 409A, and the Employee has been paid all amounts deferred under this Plan (and such aggregated plans), and on and before the date of the last payment was not eligible to continue (or to elect to continue) to participate in this Plan (or any such aggregated plans), the Participant may be treated as initially eligible to participate in the Plan as of the first date following such payment that the Participant becomes eligible to participate in the Plan (in accordance with Code Section 409A and the applicable guidance thereunder). A deferral election under this Article IV may be made no later than a date within 30 days of the effective date of the Employee’s subsequent eligibility.

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(iv)

If an Eligible Employee chooses not to submit an initial deferral election within the applicable 30-day period under this Section 4.1(d) or such an Eligible Employee is not permitted to make such an election, the Eligible Employee may submit a deferral election during the next following annual deferral election period (in accordance with Section 4.1(c)) for the applicable subsequent Plan Year(s).

(e) Payroll Periods Subject to Deferral Elections. If a Company’s
normal payroll practice is such that the last payroll beginning in a Plan Year
covers services performed at the end of that Plan Year and into the beginning of
the next Plan Year, then any Participant deferral elections made under Section
4.1(a), Section 4.1(b), and Section 4.1(f) for a Plan Year will apply to all
payroll periods ending in that Plan Year. (f) Deferral of Special
Compensation Payments. To the extent permitted in accordance with written
procedures established by the Benefits Officer, which shall be written in
accordance with the requirements of Code Section 409A, an Eligible Employee may
elect to defer amounts attributable to additional items of Compensation not
otherwise subject to Section 4.1(a) or Section 4.1(b) and without regard to
whether such Compensation is Excess Compensation. Amounts deferred under this
Section 4.1(f) must be made at the time(s) otherwise permitted for deferrals
under this Article IV and will not be eligible for Company Matching Deferrals
and shall be treated hereunder as Unmatched Deferrals. Participant deferrals
under this Section 4.1(f) shall be credited to a Participant’s Supplemental
Savings Account at such times and in such manner as determined by the Benefits
Officer, in his or her sole discretion. 4.2 Crediting of Company
Deferrals. The Company shall credit each Participant’s Supplemental Savings
Account with the additional deferrals described in this Section 4.2. (a)
Company Matching Deferrals. Any Participant who has elected to make a
deferral under Section 4.1(a) for a Plan Year will be credited with a Company
Matching Deferral for such Plan Year equal to one hundred and thirty-three and
one-third percent (133 1/3%) of the Participant’s Matched Deferrals up to the
first three percent (3%) of that portion of the Participant’s Excess
Compensation that does not exceed $500,000 plus one hundred percent (100%) of
the Participant’s Matched Deferrals up to the next three percent (3%) of that
portion of the Participant’s Excess Compensation that does not exceed $500,000.
In all events, the maximum amount of Company Matching Deferrals for any
Participant who has made the maximum amount of Matched Deferrals shall be an
amount equal to seven percent (7%) of that portion of the Participant’s Excess
Compensation not in excess of $500,000. Such Company Matching Deferrals shall be
credited to the Participant’s Supplemental Savings Account at such times and in
such manner as the Benefits Officer, in his or her sole discretion determines.
(b) Company Discretionary Deferrals. The Company may, in its sole
discretion, provide for additional credits to all or some Participants’
Supplemental Savings Accounts at any time. Such amounts shall be distributed in
the form of distribution otherwise in effect for each affected Participant with
respect to any deferrals made for the Plan Year under Section 4.4. In the
absence of any deferrals for such Plan Year for a Participant, the additional
credits shall be paid in the form of a single sum payment.

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4.3 Cancellation of Deferral Election. (a) Hardship Distribution
Under the Plan. Upon a distribution under Section 6.3 due to an
unforeseeable emergency, the Participant’s deferral election(s) made pursuant to
Section 4.1 shall be cancelled effective as of the payroll period following the
distribution under Section 6.3(d). Such cancellation shall be effective for the
remainder of the Plan Year and any subsequent deferral election by the
Participant must be submitted in accordance with Section 4.1. (b) Hardship
Distribution Under Qualified Plan. Upon a hardship distribution pursuant to
Treasury Regulation § 1.401(k)-1(d)(3) under a qualified plan maintained by the
Company or any of its Affiliates, the Participant’s deferral election(s) made
pursuant to Section 4.1 shall be cancelled for the Plan Year in which the
hardship distribution occurred and any subsequent deferral election by the
Participant must be submitted in accordance with Section 4.1 but will not be
effective for such subsequent Plan Year until such time as the Code Section
401(k) required cancellation period for deferrals has ended. 4.4 Form of
Payment of Deferred Amounts. At the same time as the election made pursuant
to Section 4.1, and subject to the death benefit provisions of Section 6, each
Participant must also elect the manner in which his or her deferred amounts for
each Plan Year will be paid. (a) Normal Form of Distribution : Single Sum
Payments. Except as provided in Section 4.4(b), all deferred amounts for
each Plan Year that are otherwise payable to a Participant hereunder shall be
paid in the form of a single sum payment. (b) Optional Form of
Distribution. In lieu of a single sum payment, a Participant may elect to
have all deferred amounts for each Plan Year that are otherwise payable to a
Participant hereunder paid in the form of one hundred twenty (120) monthly
installment payments. Unless specifically elected otherwise for a Plan Year,
payments of all deferred amounts will be made in a single sum payment. (c)
Mandatory Distribution : Single Sum Payments. Notwithstanding any other
provision of this Section 4.4, if the value of the Participant’s Supplemental
Savings Account is less than $100,000 as of the Valuation Date following the
Participant’s Separation From Service, payment of all amounts payable to the
Participant hereunder shall be made in a single sum payment. 4.5
Vesting. Participants shall become vested in the deferrals credited to
their Supplemental Savings Accounts in accordance with this Section 4.5. (a) A
Participant shall be vested at all times in his or her Matched Deferrals under
Section 4.1(a), Unmatched Deferrals under Section 4.1(b), and deferrals of
special Compensation payments under Section 4.1(f).

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(b) A Participant shall become vested in Company Matching Deferrals after
completing “Periods of Service” of at least two years or two “Years of Service”
(as those terms are defined under the Qualified Plan); provided, however, that
Company Matching Deferrals credited to a Participant’s Supplemental Savings
Account shall immediately vest upon the occurrence of: (i) the Participant’s
death; (ii) the Participant’s Disability; (iii) the date the Participant attains
age 65; or (iv) a Change in Control. (c) Subject to approval of the Benefits
Officer, special vesting provisions under the terms of a severance plan or
program under which a Participant qualifies may apply to vesting of the
Participant’s Company Matching Deferrals and any earnings or losses attributable
thereto. (d) A Participant shall become vested in Company Discretionary
Deferrals pursuant to the vesting schedule established by the Company at the
time such amounts are credited to his or her Supplemental Savings Account;
provided, however, that, notwithstanding the provisions of any such vesting
schedule, amounts credited to a Participant’s Supplemental Savings Account shall
immediately vest upon the occurrence of a Change in Control. (e) Subject to
subsections (a), (b) and (c) herein, a forfeiture of a Participant’s unvested
Company Matching Contributions and unvested Company Discretionary Deferrals
shall occur on the date distributions are made or commence to be paid on account
of the Participant’s Separation From Service if he or she is not otherwise
vested in any such amounts credited to his or her Supplemental Savings Account.
In addition, a Participant who is re-employed by an Employing Company shall not
be entitled to restore to his or her Supplemental Savings Account any amounts
previously forfeited under the Plan or otherwise distributed or scheduled to be
distributed from the Plan. ARTICLE V. SUPPLEMENTAL SAVINGS
ACCOUNTS 5.1 Supplemental Savings Account. (a) A
Supplemental Savings Account shall be established for each Participant who is
credited with deferred amounts under Article IV. A Participant’s or an Inactive
Participant’s Supplemental Savings Account shall consist of all such deferred
amounts, increased or decreased by any gains or losses thereon. (b) The Company
(either directly or indirectly through a third-party recordkeeper or a
combination thereof) shall maintain the records of Supplemental Savings Accounts
for all Participants and Inactive Participants. (c) All payments made under the
Plan shall be made directly by the Company from its general assets subject to
the claims of any creditors and no deferred compensation under the Plan shall be
segregated or earmarked or held in trust. The Plan is an unfunded and unsecured
contractual obligation of the Company. Participants, Inactive Participants, and
Beneficiaries shall be unsecured creditors of the Company with respect to all
obligations owed to them under the Plan. Participants, Inactive Participants,
and Beneficiaries shall not have any interest in any fund or specific asset of
the Company by reason of any amount credited to a Supplemental

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Savings Account, nor shall any such person have any right to receive any
distribution under the Plan except as explicitly stated herein. The Company
shall not designate any funds or assets to specifically provide for the
distribution of the value of a Supplemental Savings Account or issue any notes
or security for the payment thereof. Any asset or reserve that the Company may
purchase or establish shall not serve as security to Participants, Inactive
Participants, and Beneficiaries for the performance of the Company under the
Plan. 5.2 Hypothetical Investment. (a) For crediting rate purposes,
amounts credited to a Participant’s or an Inactive Participant’s Supplemental
Savings Account shall be deemed to be invested according to his or her
Investment Direction in one or more of all of the similarly named funds offered
under the Time Warner Defined Contribution Plans Master Trust; provided,
however, that any brokerage investment alternative available under such master
trust, if any, shall not be an available investment alternative under this Plan.
For any period, the deemed return on each of these Investment Funds shall be the
same as the return for such period on each similarly named fund offered under
the Time Warner Defined Contribution Plans Master Trust. (b) Notwithstanding
anything to the contrary herein, the Company, by action of the Investment
Committee or the Board, may add to, decrease or change the Investment Funds
offered under the Plan, at any time and for any reason. Participants, Inactive
Participants, and Beneficiaries shall not have the right to continue any
particular Investment Fund option. (c) The Company shall be under no obligation
to invest amounts corresponding to any Investment Direction chosen by
Participants or Inactive Participants. Any such allocation to any Supplemental
Savings Account shall be made solely for the purpose of determining the value of
such account under the Plan. 5.3 Investment Direction. Deferrals shall be
credited to the Investment Funds in accordance with a Participant’s or an
Inactive Participant’s Investment Directions. A Participant or an Inactive
Participant shall direct that his or her deferrals be applied, in multiples of
one percent, to deemed investments in any or all of the Investment Funds. 5.4
Changes in Investment Direction. A Participant or an Inactive Participant
may change an Investment Direction once each calendar month with respect to
existing Supplemental Savings Account balances; provided, however, that one
additional Investment Direction may be made in each calendar month in which any
Investment Fund is made available, or ceases to be available with respect to
each of new deferrals and previous deferrals and any earnings thereon. A
Participant may make Investment Directions with respect to future deferrals as
frequently as permitted pursuant to administrative rules adopted by the Benefits
Officer.

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5.5 Manner of Hypothetical Investment. (a) For purposes of the
hypothetical investment under Section 5.2, deferred compensation shall be
considered to be invested on the date the recordkeeper of the Plan records the
deferral amount. (b) As of each Valuation Date, the recordkeeper of the Plan
shall determine the value of each Participant’s, Inactive Participant’s, or
Beneficiary’s Supplemental Savings Account. 5.6 Participant Assumes Risk of
Loss. Each Participant, Inactive Participant, and Beneficiary assumes the
risk in connection with any decrease in value of his or her Supplemental Savings
Account deemed invested in the Investment Funds. 5.7 Statement of
Account. A statement of account shall be made available through the
recordkeeper’s website and may be viewed and printed by a Participant or an
Inactive Participant at any time. Upon request, as soon as reasonably
practicable after the end of each calendar quarter, a statement of account shall
be sent to each Participant and Inactive Participant with respect to the value
of his or her Supplemental Savings Account as of the end of such quarter.
ARTICLE VI. PAYMENT OF DEFERRED AMOUNTS 6.1 Payment
of Deferred Amounts. (a) Payment of a Participant’s Supplemental Savings
Account, including accumulated hypothetical earnings (or losses), shall be paid
(or, in the case of installment distributions, commence to be paid) on the
fifteenth day of the calendar month following six months after the Participant’s
Separation From Service (or as soon as administratively practicable thereafter),
and any subsequent monthly installment payments shall be paid on the fifteenth
day of each subsequent month thereafter (or as soon as administratively
practicable thereafter). Subject to Section 4.4(c), the payment(s) shall be made
in the manner otherwise elected by the Participant under Section 4.4. (b) The
amount of any single sum payment shall equal the Participant’s distributable
Supplemental Savings Account, determined as of the Valuation Date immediately
preceding the payment date. (c) The amount of any monthly installment payment
shall equal the Participant’s distributable Supplemental Savings Account,
determined as of the Valuation Date immediately preceding the payment date
multiplied by a fraction, the numerator of which is one and the denominator of
which is the number of monthly installment payments remaining to be paid. 6.2
Payment to Beneficiary or Estate in the Event of Death. Notwithstanding
the provisions for payment described in Section 6.1 above, if a Participant or
an Inactive Participant dies before payment of his or her Supplemental Savings
Account under the Plan or after commencement of installment payments and prior
to the payment of all amounts credited to his or

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her Supplemental Savings Account, the value of such Participant’s or Inactive
Participant’s Supplemental Savings Account shall be determined as of the
Valuation Date coincident with or immediately prior to the date that the
Benefits Officer commences the processing of the distribution, after both a
written notice of his or her death and a death certificate have been received by
the Benefits Officer. In all events, such account shall be distributed in a
single sum payment as soon as practicable to the Participant’s or Inactive
Participant’s Beneficiary (or, if no person has been designated or if no person
so designated survives the Participant or Inactive Participant, to such
Participant’s or Inactive Participant’s estate or if such Beneficiary survives
the Participant or Inactive Participant, but dies prior to payment, to such
Beneficiary’s estate) prior to the end of the Plan Year of the Participant’s or
Inactive Participant’s death (or within 90 days after the date of death, if
later, provided, however, that the Beneficiary (or estate) shall have no right
to designate the taxable year of payment). In case any Participant or Inactive
Participant and his or her Beneficiary die in or as a result of a common
accident or disaster and under such circumstances as to make it impossible to
determine which of them was the last to die, the Participant or Inactive
Participant shall be deemed to have survived his or her Beneficiary.
Distributions hereunder shall be subject to such administrative and procedural
requirements and forms as the Benefits Officer in such officer’s discretion may
require. 6.3 Unforeseeable Emergency. At any time before the time an
amount is otherwise payable hereunder, a Participant (or the Participant’s
Beneficiary) may request, pursuant to such procedures prescribed by the Benefits
Officer in his or her sole discretion, a single sum payment of all or a portion
of the amounts credited to his or her Supplemental Savings Account due to the
Participant’s (or the Beneficiary’s) severe financial hardship, subject to the
following requirements as provided for in this Section 6.3. (a) Such
distribution shall be made, in the sole discretion of the Benefits Officer, in
the case of an unforeseeable emergency, which shall be limited to a severe
financial hardship to the Participant resulting from an illness or accident of
the Participant, the Participant’s spouse, the Participant’s Beneficiary, or of
a Participant’s dependent (as defined in Code Section 152, without regard to
Code Sections 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s
property due to casualty (including the need to rebuild a home following damage
to a home not otherwise covered by insurance, for example, as a result of a
natural disaster); or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant. Examples of events that may constitute an unforeseeable emergency
include the imminent foreclosure of or eviction from the Participant’s primary
residence; the need to pay for medical expenses, including non-refundable
deductibles, as well as for the costs of prescription drug medication; and the
need to pay for the funeral expenses of the Participant’s spouse, the
Participant’s Beneficiary, or the Participant’s dependent (as defined in Code
Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)).
(b) Whether a Participant is faced with an unforeseeable emergency will be
determined based on the relevant facts and circumstances of each case, but, in
any case, a distribution on account of an unforeseeable emergency may not be
made to the extent that such emergency is or may be relieved:

(i)

through reimbursement or compensation by insurance or otherwise,

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	(ii)		by liquidation of the individual’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or
	(iii)		by cessation of deferrals under the Plan.

Examples of circumstances that are not considered to be unforeseeable
emergencies include the need to send an individual’s child to college or the
desire to purchase a home. (c) In all events, the amount available for
distribution on account of an unforeseeable emergency pursuant to this Section
6.3 shall be limited to the amount reasonably necessary to satisfy the emergency
need (which may include amounts necessary to pay any federal, state, local, or
foreign income taxes or penalties reasonably anticipated to result from the
distribution), and shall be determined in accordance with Code Section 409A and
the regulations thereunder. The Benefits Officer may require such evidence of
the individual’s severe financial hardship as it deems appropriate. The Benefits
Officer shall consider any requests for payment under this Section 6.3 in
accordance with the standards of interpretation described in Code Section 409A
and the regulations and other guidance thereunder. (d) All distributions under
this Section 6.3 shall be made from the Participant’s Supplemental Savings
Account as soon as practicable after the Benefits Officer has approved the
distribution and the amounts credited to the Participant’s Supplemental Savings
Account shall be reduced on a pro rata basis among his or her elected Investment
Options to reflect the accelerated distribution. 6.4 Incapacity. The
Benefits Officer may direct that any amounts distributable under the Plan to a
person under a legal disability be made to (and be withheld until the
appointment of) a representative qualified pursuant to law to receive such
payment on such person’s behalf. 6.5 Rehire of Inactive Participant. Upon
a Separation from Service, a Participant’s existing deferral election shall
become null and void. If an Inactive Participant returns to work with the
Company or an Affiliate, distribution of his or her remaining Supplemental
Savings Account with respect to amounts deferred prior to the date of the
Separation From Service shall continue to be made as if the Inactive Participant
has not returned to work. The Participant shall only be eligible to defer future
amounts hereunder in accordance with a new deferral election under Article IV.
ARTICLE VII. ADMINISTRATION 7.1 The Administrative
Committee. (a) Appointment of Administrative Committee. The Plan
shall be administered by the Benefits Officer. In addition, in the event a claim
for benefits is denied, the claim shall be reviewed by the Administrative
Committee of the Time Warner Savings Plan as provided for in Section 14.1 of
such Savings Plan. Neither the Benefits Officer nor any member of the
Administrative Committee shall receive any compensation for his or her services
as such.

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Participants may be members of the Administrative Committee but may not
participate in any decision affecting their own account in any case where the
Administrative Committee may take discretionary action in the administration of
the Plan. (b) Quorum and Actions of Administrative Committee. A majority
of the members of the Administrative Committee shall constitute a quorum for the
transaction of business. All resolutions or other action taken by the
Administrative Committee shall be by a vote of a majority of its members present
at any meeting or, without a meeting, by instrument in writing signed by all its
members. Members of the Administrative Committee may participate in a meeting of
such Administrative Committee by means of a conference telephone or similar
communications equipment that enables all persons participating in the meeting
to hear each other, and such participation in a meeting shall constitute
presence in person at the meeting. (c) Standard of Review. The
Administrative Committee shall be responsible for the claims review functions as
provided for in Article VIII. In exercising such claims review functions, the
Administrative Committee shall have exclusive authority and sole and absolute
discretion to interpret the Plan, to determine eligibility for benefits and the
amount of benefit payments and to make any factual determinations, resolve
factual disputes and decide all matters arising in connection with such claim
and the interpretation, administration and operation of the Plan or with the
determination of reviewing a claim for eligibility for benefits or the amount of
benefit payments. All its rules, interpretations and decisions shall be
conclusive and binding on the Company and on Participants, Inactive Participants
and their Beneficiaries to the extent permitted by law. (d) Delegation by
Administrative Committee. The Administrative Committee may delegate any of
its powers or duties to others as it shall determine and may retain counsel,
agents and such clerical and accounting, actuarial or other services as they may
require in carrying out the provisions of the Plan. (e) Reliance on
Information. The Administrative Committee, Benefits Officer, and the
Investment Committee (as described below) may rely conclusively upon all tables,
valuations, certificates, opinions and reports furnished by any actuary,
accountant, controller, counsel or other person who is employed or engaged for
any purpose in connection with the administration of the Plan. (f) No
Liability for Acts of Others. Neither the Administrative Committee, Benefits
Officer, or Investment Committee nor any member of the Board or the board of
directors (or governing body) of an Affiliate and no employee of the Company or
any Affiliate shall be liable for any act or action hereunder, whether of
omission or commission, by any other member or employee or by any agent to whom
duties in connection with the administration of the Plan have been delegated or
for anything done or omitted to be done in connection with the Plan. (g)
Committee Records. The Administrative Committee and Benefits Officer
shall keep a record of all Plan proceedings and of all payments directed by it
to be made to or on behalf of Participants, Inactive Participants, or
Beneficiaries or payments made by it for expenses or otherwise.

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7.2 The Benefits Officer; Appointment. Subject to Sections 7.1, 7.3,
and 7.4, the day-to-day operations of the Plan shall be administered by the
Benefits Officer of the Time Warner Savings Plan as provided for in Section 14.5
of such Savings Plan. The Benefits Officer may not serve concurrently on the
Administrative Committee or the Investment Committee. The Benefits Officer may
resign at any time by giving notice to the Chief Executive Officer of the
Company Any such resignation shall take effect at the date of receipt of such
notice or at any later date specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. A Participant may be appointed as the Benefits Officer. The Benefits
Officer shall not receive compensation for his or her services as such. 7.3
Delegation of Duties. The Benefits Officer may authorize others to
execute or deliver any instrument or to make any payment in his or her behalf
and may delegate any of his or her powers or duties to others as he or she shall
determine, including the delegation of such powers and duties to an Assistant
Benefits Officer who shall be appointed by the Benefits Officer. In the event of
such delegation, the Assistant Benefits Officer shall for all purposes of the
Plan be considered the Benefits Officer and all references to the Benefits
Officer shall be deemed to be references to such Assistant Benefits Officer when
acting in such capacity. The Benefits Officer and the Assistant Benefits Officer
may retain such counsel, agents and clerical, medical, accounting and actuarial
services as they may require in carrying out their functions. 7.4 Benefits
Officer; Plan Administrator. In addition to its settlor and ministerial
functions on behalf of the Company as provided for in the Plan, including,
without limitation, amending and modifying the terms of the Plan and performing
ministerial functions with respect to the Plan, the Benefits Officer shall be
the administrator of the Plan and shall have all powers necessary to administer
the Plan except to the extent that any such powers are vested in the
Administrative Committee or any other individual or committee as authorized by
the Plan. The Benefits Officer may from time to time establish rules for the
administration of the Plan. Other than with respect to claims review as
described in Article VIII (which shall be done by the Administrative Committee),
the Benefits Officer shall have exclusive authority and sole and absolute
discretion to interpret the Plan, to determine eligibility for benefits and the
amount of benefit payments and to make any factual determinations, resolve
factual disputes and decide all matters arising in connection with the
interpretation, administration and operation of the Plan or with the
determination of eligibility for benefits or the amount of benefit payments. All
its rules, interpretations and decisions shall be conclusive and binding on the
Company and on Participants, Inactive Participants and their Beneficiaries to
the extent permitted by law. 7.5 Investment Committee. (a)
Appointment. The Investment Committee of the Time Warner Savings Plan as
provided for in Section 14.8 of such Savings Plan shall take all prudent action
necessary or desirable for the purpose of carrying out the overall investment
policy for the Plan (with respect to Investment Funds made available as targeted
hypothetical investments). (b) Quorum and Actions of Investment
Committee. A majority of the members of the Investment Committee at the time
in office shall constitute a quorum for the transaction of business. All
resolutions or other action taken by the Investment Committee shall be by vote
of a majority of its members present at any meeting or, without a meeting, by
instrument in writing

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signed by all its members. Members of the Investment Committee may
participate in a meeting of such Investment Committee by means of a conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other, and such participation in a
meeting shall constitute presence in person at the meeting. (c) Investment
Committee Chairman; Delegation by Investment Committee. The members of the
Investment Committee shall elect one of their number as chairman and may elect a
secretary who may, but need not, be one of their number. The Investment
Committee may delegate any of its powers or duties among its members or to
others as it shall determine. It may authorize one or more of its members to
execute or deliver any instrument or to make any payment in its behalf. It may
employ such counsel, agents and clerical, accounting, actuarial and
recordkeeping services as it may require in carrying out the provisions of the
Plan. 7.6 Indemnification. The Company shall, to the fullest extent
permitted by law, indemnify each director, officer or employee of the Company or
any Affiliate (including the heirs, executors, administrators and other personal
representatives of such person) and each member of the Administrative Committee,
Investment Committee and Benefits Officer against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by such person in connection with any threatened, pending or actual
suit, action or proceeding (whether civil, criminal, administrative or
investigative in nature or otherwise) in which such person may be involved by
reason of the fact that he or she is or was serving any employee benefit plans
of the Company or any Affiliate in any capacity at the request of such company.
7.7 Expenses of Administration. Any expense incurred by the Company, the
Administrative Committee, the Investment Committee or the Benefits Officer
relative to the administration of the Plan shall be paid by the Company and any
of its participating Affiliates in such proportions as the Company may direct.
ARTICLE VIII. CLAIMS REVIEW PROCEDURE 8.1
Participant or Beneficiary Request for Claim. Any request for a benefit
payable under the Plan shall be made in writing by a Participant, Inactive
Participant or Beneficiary (or an authorized representative of any of them), as
the case may be, and shall be paid in accordance with the otherwise applicable
Plan terms. 8.2 Insufficiency of Information. In the event a request for
a benefit that is not otherwise paid contains insufficient information otherwise
required by the Plan, the Benefits Officer shall, within a reasonable period
after receipt of such request, send a written notification to the claimant
setting forth a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material is
necessary. The claimant’s request shall be deemed filed with the Administrative
Committee on the date the Administrative Committee or Benefits Officer receives
in writing such additional information. 8.3 Request Notification. The
Administrative Committee shall make a determination with respect to a request
for benefits that was previously denied within ninety (90) days after such
request is filed (or within such extended period prescribed below). The
Administrative

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Committee shall notify the claimant whether his or her claim has been granted
or whether it has been denied in whole or in part. Such notification shall be in
writing and shall be delivered, by mail or otherwise, to the claimant within the
time period described above. If the claim is denied in whole or in part, the
written notification shall set forth, in a manner calculated to be understood by
the claimant:

	(i)		The specific reason or reasons for the denial;
	(ii)		Specific reference to pertinent provisions of the Plan on which the denial is based; and
	(iii)		An explanation of the Plan’s claim review procedure.

Failure by the Administrative Committee to give notification pursuant to this
Section within the time prescribed shall be deemed a denial of the request for
the purpose of proceeding to the review stage. 8.4 Extensions. If special
circumstances require an extension of time for processing the claim, the
Administrative Committee shall furnish the claimant with written notice of such
extension. Such notice shall be furnished prior to the termination of the
initial ninety (90)-day period and shall set forth the special circumstances
requiring the extension and the date by which the Administrative Committee
expects to render its decision. In no event shall such extension exceed a period
of ninety (90) days from the end of such initial ninety (90)-day period. 8.5
Claim Review. A claimant whose request for benefits has been denied by
the Administrative Committee in whole or in part, or his or her duly authorized
representative, may, within sixty (60) days after written notification of such
denial, file with a reviewer appointed for such purpose by the Administrative
Committee (or, if none has been appointed, with the Administrative Committee
itself), with a copy to the Administrative Committee, a written request for a
review of his or her claim. Such written request shall be deemed filed upon
receipt of same by the reviewer. 8.6 Time Limitation on Review. A
claimant who timely files a request for review of his or her claim for benefits,
or his or her duly authorized representative, may review pertinent documents
(upon reasonable notice to the reviewer) and may submit the issues and his or
her comments to the reviewer in writing. The reviewer shall, within sixty (60)
days after receipt of the written request for review (or within such extended
period prescribed below), communicate its decision in writing to the claimant
and/or his or her duly authorized representative setting forth, in a manner
calculated to be understood by the claimant, the specific reasons for its
decision and the pertinent provisions of the Plan on which the decision is
based. If the decision is not communicated within the time prescribed, the claim
shall be deemed denied on review. 8.7 Special Circumstances. If special
circumstances require an extension of time beyond the sixty (60)-day period
described above for the reviewer to render his or her decision, the reviewer
shall furnish the claimant with written notice of the extension required. Such
notice shall be furnished prior to the termination of the initial sixty (60)-day
period and shall set forth

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the special circumstances requiring the extension period. In no event shall
such extension exceed a period of sixty (60) days from the end of such initial
sixty (60)-day period. 8.8 Legal Actions. In the event a claimant’s
request for benefits is denied (or deemed denied) under Section 8.6, such
claimant may bring legal action. Evidence presented in such action shall be
limited to the administrative record reviewed by the Administrative Committee in
connection with its determination of the claimant’s request under this Article
VIII. The administrative record shall include evidence timely presented to the
Administrative Committee by the claimant, or his duly authorized representative,
pursuant to this Article VIII. No legal action at law or equity to recover
benefits under the Plan may be filed unless the claimant has complied with and
exhausted the administrative procedures under this Article VIII, nor may such
legal action be filed more than six (6) months after the date on which the claim
is denied (or deemed denied) under Section 8.6. ARTICLE IX. AMENDMENT
AND TERMINATION 9.1 Amendments. The Company (by action of
the Board) or the Benefits Officer (for the Company and the other Employing
Companies) may at any time amend the Plan. 9.2 Termination or
Suspension. The continuance of the Plan and the ability of an Eligible
Employee to make a deferral for any Plan Year are not assumed as contractual
obligations of the Company or any other Employing Company. The Company reserves
the right (for itself and the other Employing Companies) by action of the Board
or the Benefits Officer, to terminate or suspend the Plan, or to terminate or
suspend the Plan with respect to itself or an Employing Company, to the extent
permitted without adverse tax consequences under Treas. Reg. §
1.409A-3(j)(4)(ix) and such other applicable guidance under Code Section 409A.
Any Employing Company may terminate or suspend the Plan with respect to itself
(in a manner consistent with the requirements of Code Section 409A necessary to
avoid adverse tax consequences) by executing and delivering to the Company or
the Benefits Officer such documents as the Company or Benefits Officer shall
deem necessary or desirable. 9.3 Participants’ Rights to Payment. No
termination of the Plan or amendment thereto shall deprive a Participant,
Inactive Participant or Beneficiary of the right to payment of amounts credited
to his or her Supplemental Savings Account as of the date of termination or
amendment, in accordance with the terms of the Plan as of the date of such
termination or amendment; provided, however, that in the event of termination of
the Plan, or termination of the Plan with respect to the Company or one or more
other Employing Companies, the Benefits Officer may, in such officer’s sole and
absolute discretion, accelerate the payment of all such credited deferred
compensation on a uniform basis for all Participants and Inactive Participants
or, in the case of termination of the Plan with respect to one or more other
Employing Companies, for all Participants and Inactive Participants of such
other Employing Companies only, to the extent permitted under Treas. Reg. §
1.409A-3(j)(4)(ix) to avoid adverse tax consequences.

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ARTICLE X. PARTICIPATING COMPANIES

10.1 Adoption by Other Entities. Upon the approval of the Company or
the Benefits Officer, the Plan may be adopted by any Affiliate by executing and
delivering to the Company or the Benefits Officer such documents as the Company
or Benefits Officer shall deem necessary or desirable. The provisions of the
Plan shall be fully applicable to such entity except as may otherwise be agreed
to by such adopting company and the Company or Benefits Officer.
ARTICLE XI. GENERAL PROVISIONS 11.1 Participants’
Rights Unsecured. The right of any Participant or Inactive Participant to
receive future payments under the provisions of the Plan shall be a general
unsecured claim against the general assets of the Employing Company employing
the Participant at the time that his or her compensation is deferred. The
Company, and any other Employing Company or former Employing Company shall not
guarantee or be liable for payment of benefits to the employees of any other
Employing Company or former Employing Company under the Plan. 11.2
Non-Assignability. The right of any person to receive any benefit payable
under the Plan shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, lien or charge, and any such
benefit shall not, except to such extent as may be required by law, in any
manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of the person who shall be entitled to such benefits, nor
shall it be subject to attachment or legal process for or against such person.
11.3 No Rights Against the Company. The establishment of the Plan, any
amendment or other modification thereof, or any payments hereunder, shall not be
construed as giving to any Employee, Participant, Inactive Participant or
Beneficiary any legal or equitable rights against the Company its shareholders,
directors, officers or other employees, except as may be contemplated by or
under the Plan including, without limitation, the right of any Participant,
Inactive Participant or Beneficiary to be paid as provided under the Plan.
Participation in the Plan does not give rise to any actual or implied contract
of employment. A Participant, Inactive Participant or Beneficiary may be
terminated at any time for any reason in accordance with the procedures of the
Company. 11.4 Withholding. The Employing Company or former Employing
Company or paying agent shall withhold any federal, state and local income or
employment tax (including F.I.C.A. obligations for both social security and
Medicare) which by any present or future law it is, or may be, required to
withhold with respect to any payment pursuant to the Plan, with respect to any
of its former or present Employees. The Benefits Officer shall provide or direct
the provision of information necessary or appropriate to enable each such
company to so withhold. 11.5 No Guarantee of Tax Consequences. The
Benefits Officer, the Investment Committee, the Administrative Committee, the
Company and any Employing Company or any former Employing Company do not make
any commitment or guarantee that any amounts deferred for the benefit of a
Participant, Inactive Participant or Beneficiary will be excludible from the
gross income of the Participant, Inactive Participant or Beneficiary in the year
deferred or paid for federal, state or local income or employment tax purposes,
or that any other federal,

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state or local tax treatment will apply to or be available to any
Participant, Inactive Participant or Beneficiary. It shall be the obligation of
each Participant, Inactive Participant or Beneficiary to determine whether any
deferral or payment under the Plan is excludible from his or her gross income
for federal, state and local income or employment tax purposes, and to take
appropriate action if he or she has reason to believe that any such deferral or
payment is not so excludible. 11.6 Severability. If any particular
provision of the Plan shall be found to be illegal or unenforceable for any
reason, the illegality or lack of enforceability of such provision shall not
affect the remaining provisions of the Plan, and the Plan shall be construed and
enforced as if the illegal or unenforceable provision had not been included.
11.7 No Individual Liability. It is declared to be the express purpose
and intention of the Plan that no liability whatsoever shall attach to or be
incurred by the shareholders, officers, or directors of the Board or any
representative appointed hereunder by the Company, under or by reason of any of
the terms or conditions of the Plan. 11.8 Applicable Law. This Plan shall
be governed by and construed in accordance with the laws of the State of New
York except to the extent governed by applicable federal law (including the
requirements of Code Section 409A). 11.9 Compliance with Section 409A of the
Code. This Plan is intended to comply with Section 409A of the Code and will
be interpreted in a manner intended to comply with Section 409A of the Code. In
furtherance thereof, no payments may be accelerated under the Plan other than to
the extent permitted under Section 409A of the Code. To the extent that any
provision of the Plan violates Section 409A of the Code such that amounts would
be taxable to a Participant prior to payment or would otherwise subject a
Participant to a penalty tax under Section 409A, such provision shall be
automatically reformed or stricken to preserve the intent hereof.
Notwithstanding anything herein to the contrary, if any other payments due to a
Participant hereunder 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 compliant under Section
409A of the Code, or otherwise such payment shall be restructured, to the extent
possible, in a manner, determined by the Benefits Officer or the Administrative
Committee, that does not cause such an accelerated or additional tax. The
Benefits Officer and the Administrative Committee shall implement the provisions
of this Section 11.9 in good faith; provided that none of the Company, the
Benefits Officer, the Administrative Committee nor any of the Company’s or its
subsidiaries’ employees or representatives shall have any liability to
Participants with respect to this Section 11.9.

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