EMPLOYMENT AGREEMENT made as of January 4, 2002, effective as of March 1, 2001 (the "Effective
Date"), between AOL TIME WARNER INC., a Delaware corporation (the "Company"), and KENNETH J.
You and the Company desire to set forth the terms and conditions of your employment by the Company and
agree as follows:
1. Term of Employment. Your "term of employment" as this phrase is used throughout this Agreement, shall be
for the period beginning on the Effective Date and ending on December 31, 2003 (the "Term Date"), subject,
however, to earlier termination as set forth in this Agreement.
2. Employment. During the term of employment, you shall serve as Vice Chairman of the Company and you shall
have the authority, functions, duties, powers and responsibilities normally associated with such position. During
the term of employment, (i) your services shall be rendered on a substantially full-time, exclusive basis and you
will apply on a full-time basis all of your skill and experience to the performance of your duties, (ii) you shall
report to the Chairman of the Company, and (iii) you shall have no other employment and, without the prior
written consent of the Chief Executive Officer of the Company, no outside business activities which require the
devotion of substantial amounts of your time. The foregoing shall be subject to the Company's written policies, as
in effect from time to time, regarding vacations, holidays, illness and the like.
3.1 Base Salary. The Company shall pay you a base salary at the rate of not less than $1,000,000 per annum
during the term of employment ("Base Salary"). The Company may not decrease your Base Salary during the
term of employment. Base Salary shall be paid in accordance with the Company's customary payroll practices.
3.2 Stock Options. So long as the term of employment has not terminated, commencing in 2003 you will be
eligible to receive annual grants of stock options, although the Company does not commit to do so. Eac