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Employment Agreement [Amendment No. 2] - Time Warner Entertainment Co. LP and Jeffrey L. Bewkes

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                                SECOND AMENDMENT
                             TO EMPLOYMENT AGREEMENT

                  Second amendment (the "Amendment") to the employment agreement
(the "Employment Agreement"), as amended March 29, 2001, between Time Warner
Entertainment Company, L.P. ("TWE") and Jeffrey L. Bewkes (the "Executive").
This Amendment is made as of March 31, 2003 and is effective as of the date of
the consummation of the transaction contemplated by the Distribution Agreement,
dated as of August 20, 2002, by and among TWE, Warner Communications Inc.
("WCI"), and AOL Time Warner Inc. (the "Closing Date").

                  The parties intending to be legally bound hereby agree as

Effective as of the Closing Date, WCI intends to enter into a trust agreement
(the "Trust Agreement") with U.S. Trust Company, N.A. ("U.S. Trust"), which
Trust Agreement contains substantially the same terms and conditions as the
trust agreement entered into between TWE and U.S. Trust effective as of April 1,
1998 (the "Prior Trust Agreement"), in furtherance of the Employment Agreement,
as amended, and you hereby consent to such new Trust Agreement serving as a
source of funds to pay you the deferred compensation previously deposited in the
"TWE Trust Account" (as defined below) for your benefit.

For purposes of the Employment Agreement, the term "Company" shall mean AOL
Time  Warner Inc. and the term "Company" shall be substituted for "Home Box
Office"  everywhere it appears.

Section 2 of the Employment Agreement is amended in its entirety to read as

                  During the term of employment, the Company shall employ the
                  Executive, and the Executive shall serve as the Chairman of
                  the Entertainment and Networks Group of the Company and shall
                  report only to the Chief Executive Officer of the Company. The
                  Executive's authority, functions, duties, powers and
                  responsibilities shall in no event be less than those which
                  have been afforded or delegated to the Executive through the
                  period from July 18, 2002 through March 31, 2003.

The first sentence of Section 3.3 of the Employment Agreement is replaced with
the following two sentences:

                  Pursuant to the terms of the Executive's previous employment
                  agreements with Time Warner Entertainment Company, L. P.
                  ("TWE"), the Executive has been entitled to deferred
                  compensation which has been paid to the trustee of a TWE
                  grantor trust (the "TWE Rabbi Trust") for credit to a special
                  account maintained on the books of the TWE Rabbi Trust for the
                  Executive's benefit (the "TWE Trust Account"). Effective as of


                  the Closing Date, the assets in the TWE Trust Account shall be
                  transferred to a WCI grantor trust (the "Rabbi Trust") for
                  credit to a special account maintained on the books of the
                  Rabbi Trust for the Executive's benefit (the "Trust Account").
                  The amount in the Trust Account shall be paid to the Executive
                  in accordance with the terms of Annex A hereof and the Trust
                  Agreement. The Company shall pay all fees and expenses of the
                  trustee under the Trust Agreement and shall enforce the
                  provisions of the Trust Agreement for Executive's benefit.
                  Any other deferred compensation account maintained by the
                  Company for Executive's benefit shall continue to be
                  maintained in accordance with the terms of the deferred
                  compensation plan under which such account was established.

The Executive acknowledges that he shall have no right to payments of amounts
credited to the Rabbi Trust on his behalf until the date specified in Section
A.7 of Annex A to the Employment Agreement. If the trustee of the Rabbi Trust
breaches the terms of the Trust Agreement and/or fails to make payments to the
Executive or the Executive's beneficiary, as applicable, in accordance with
Section A.7 of Annex A to the Employment Agreement, AOLTW shall be obligated to
make such payment(s) to Executive or the Executive's beneficiary, as applicable,
which obligation to the Executive or the Executive's beneficiary, as applicable,
shall remain a mere unsecured contractual right.

AOL Time Warner Inc. shall be a guarantor of the obligations to the Executive
under the Rabbi Trust.

                  7.       Section 4.2 of the Employment Agreement is amended by
replacing clause (i) in the third sentence thereof with the following:

                  (i) the Company failing to cause the Executive to remain as
                  Chairman of the Entertainment and Networks Group of the

                  Except as amended hereby, the Employment Agreement shall
remain in full force and effect.

                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be duly executed as of the date first above written.

                                 AOL TIME WARNER INC.

                                 By:           /s/ Mark A. Wainger
                                     Name:   Mark A. Wainger
                                     Title:  Senior Vice President
                                             Global Compensation and Benefits

Agreed and Accepted:


  /s/ Jeffrey L. Bewkes

Agreed and Accepted:


By:  /s/ Mark A. Wainger

For purposes of the Rabbi Trust only:


By:    /s/ Spencer B. Hays
       Name: Spencer B. Hays
       Title:   Senior Vice President