TIME WARNER INC/
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>

<PAGE>


                                                                    Exhibit 10.3

                                 AMENDMENT NO. 8
                                     TO THE
                                TIME WARNER INC.
                           DEFERRED COMPENSATION PLAN

1.   Section 5.4(b) is amended by adding the following sentence at the end
     thereof:

                  Notwithstanding the prior sentences of this subsection (b),
                  distribution of any in-service payment (whether or not there
                  has been a prior redeferral) may be deferred pursuant to an
                  employment contract or separation agreement which provides
                  that payment of the deferral shall be made on account of
                  retirement, in which case it shall be distributed in
                  accordance with the provisions of section 5.1.







</TEXT>

</DOCUMENT>
