As Amended through
January 16, 2003
AOL TIME WARNER INC.
1988 Restricted Stock Plan For
1. PURPOSE. The purpose of the Plan is to supplement the compensation paid to Outside Directors and to
increase their proprietary interest in the Company and their identification with the interests of the Company's
stockholders, by grants of annual awards of Common Stock.
2. CERTAIN DEFINITIONS.
(a) "AOL Time Warner" shall mean AOL Time Warner Inc., a Delaware corporation, and any successor thereto.
(b) "Average Market Price" shall mean the average (rounded to the nearest cent) of the means between the high
and low sales prices of a share of Common Stock as reported on the New York Stock Exchange Composite
Tape for the ten consecutive trading days ending on the date of the annual meeting of stockholders of the
Company for the year with respect to which an annual grant of Restricted Shares is automatically made pursuant
to paragraph 5 of the Plan.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Commission" shall mean the Securities and Exchange Commission.
(e) "Common Stock" shall mean the Common Stock, par value $.01 per share, of the Company.
(f) "Company" shall mean (i) with respect to periods prior to January 11, 2001, Time Warner Inc. and (ii) with
respect to periods on and after January 11, 2001, AOL Time Warner.
(g) "Grant Date" shall have the meaning set forth in paragraph 5 of the Plan.
(h) "Outside Director" shall mean a member of the Board of Directors of the
Company who, as of the close of business on the date of the annual meeting of stockholders of the Company, is
not an employee of the Company or any subsidiary of the Company. For the purposes hereof, a "subsidiary" of
the Company shall mean any corporation, partnership or other entity in which the Company owns, directly or
indirectly, an equity interest of 50% or more.
(i) "Plan" shall mean this 1988 Restricted Stock Plan for Non-Employee Directors of the Company.