AOL TIME WARNER INC.
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
1. PURPOSE OF THE PLAN
The purpose of the Plan is to enhance the Company's ability to attract and retain talented individuals to serve as
members of the Board.
The following capitalized terms used in the Plan have the respective meanings set forth in this Section:
(a) "ACT" means The Securities Exchange Act of 1934, as amended, or any successor thereto.
(b) "AFFILIATE" 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) "ANNUAL DEFERRAL AMOUNT" means the portion of a Participant's Cash Compensation that is to be
(d) "BOARD" means the Board of Directors of the Company.
(e) "CASH COMPENSATION" means cash compensation earned by a Participant as a director of the
Company (including, but not limited to, annual retainer, board meeting fees, committee meeting fees and
committee chairman fees).
(f) "CODE" means The Internal Revenue Code of 1986, as amended, or any successor thereto.
(g) "COMPANY" means AOL Time Warner Inc., a Delaware corporation.
(h) "DEFERRAL ELECTION FORM" means an election form approved by the Board.
(i) "DEFERRED CASH" means a bookkeeping entry credited in accordance with an election made by a
Participant pursuant to
(j) "DEFERRED SHARE UNIT" means a bookkeeping entry, equivalent in value to one Share, credited in
accordance with an election made by a Participant pursuant to Section 5.
(k) "DEFERRED ACCOUNT" means a bookkeeping account maintained by the Company pursuant to which
the Company records amounts deferred by a Participant as Deferred Cash and/or Deferred Share Units.
(l) "EFFECTIVE DATE" means the date the Board approves the Plan.
(m) "ELIGIBLE DIRECTOR" means any director of the Company