Time Warner Inc. 2003 Stock Incentive Plan RSU Agreement, Version 1 For Use from January 2005

EXHIBIT 10.17

Time Warner Inc. 2003 Stock Incentive Plan

RSU Agreement, Version 1

For Use from January 2005

Restricted Stock Units Agreement

General Terms and Conditions

WHEREAS, the Company has adopted the Plan (as defined below), the terms of

which are hereby incorporated by reference and made a part of this Agreement;

and

WHEREAS, the Committee has determined that it would be in the best

interests of the Company and its stockholders to grant the restricted stock

units (the "RSUs") provided for herein to the Participant pursuant to the Plan

and the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set

forth, the parties agree as follows:

1. Definitions. Whenever the following terms are used in this Agreement, they

shall have the meanings set forth below. Capitalized terms not otherwise

defined herein shall have the same meanings as in the Plan.

a) "Cause" means, "Cause" as defined in an employment agreement between

the Company or any of its Affiliates and the Participant or, if not

defined therein or if there is no such agreement, "Cause" means (i)

Participant's continued failure substantially to perform such

Participant's duties (other than as a result of total or partial

incapacity due to physical or mental illness) for a period of ten (10)

days following written notice by the Company or any of its Affiliates

to the Participant of such failure, (ii) dishonesty in the performance

of the Participant's duties, (iii) Participant's conviction of, or

plea of nolo contendere to, a crime constituting (A) a felony under

the laws of the United States or any state thereof or (B) a

misdemeanor involving moral turpitude, (iv) Participant's

insubordination, willful malfeasance or willful misconduct in

connection with Participant's duties or any act or omission which is

injurious to the financial condition or business reputation of the

Company or any of its Affiliates, or (v) Participant's breach of any

non-competition, non-solicitation or confidentiality provisions to

which the Participant is subject. The determination of the Committee

as to the existence of "Cause" will be conclusive on the Participant

and the Company.

b) "Disability" means, "Disability" as defined in an employment agreement

between the Company or any of its Affiliates and the Participant or,

if not defined therein or if there shall be no such agreement,

"disability" of the Participant shall have the meaning ascribed to

such term in the Company's long-term disability plan or policy, as in

effect from time to time.

c) "Good Reason" means "Good Reason" as defined in an employment

agreement between the Company or any of its Affiliates and the

Participant or, if not defined therein or if there is no such

agreement, "Good Reason" means (i) the failure of the Company to pay

or cause to be paid the Participant's base salary or annual bonus when

due or (ii) any substantial and sustained diminution in the

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Participant's authority or responsibilities materially inconsistent

with the Participant's position; provided that either of the events

described in clauses (i) and (ii) will constitute Good Reason only if

the Company fails to cure such event within 30 days after receipt from

the Participant of written notice of the event which constitutes Good

Reason; provided, further, that "Good Reason" will cease to exist for

an event on the sixtieth (60th) day following the later of its

occurrence or the Participant's knowledge thereof, unless the

Participant has given the Company written notice of his or her

termination of employment for Good Reason prior to such date.

d) "Plan" means the Time Warner Inc. 2003 Stock Incentive Plan, as the

same may be amended, supplemented or modified from time to time.

e) "Retirement" means a voluntary termination of employment by the

Participant (i) following the attainment of age 55 with ten (10) or

more years of service as an employee or a director with the Company or

any Affiliate or (ii) pursuant to a retirement plan or early

retirement program of the Company or any Affiliate.

f) "Vesting Date" means each vesting date set forth in the Notice.

2. Grant of Restricted Stock Units. The Company hereby grants to the

Participant (the "Award"), on the terms and conditions hereinafter set

forth, the number of RSUs set forth on the Notice of Grant of Restricted

Stock Units (the "Notice"). Each RSU represents the unfunded, unsecured

right of the Participant to receive a Share on the date(s) specified

herein. RSUs do not constitute issued and outstanding shares of Common

Stock for any corporate purposes and do not confer on the Participant any

right to vote on matters that are submitted to a vote of holders of Shares.

3. Dividend Equivalents and Retained Distributions. If on any date while RSUs

are outstanding hereunder the Company shall pay any regular cash dividend

on the Shares, the Participant shall be paid, for each RSU held by the

Participant on the record date, an amount of cash equal to the dividend

paid on a Share (the "Dividend Equivalents") at the time that such

dividends are paid to holders of Shares. If on any date while RSUs are

outstanding hereunder the Company shall pay any dividend other than a

regular cash dividend or make any other distribution on the Shares, the

Participant shall be credited with a bookkeeping entry equivalent to such

dividend or distribution for each RSU held by the Participant on the record

date for such dividend or distribution, but the Company shall retain

custody of all such dividends and distributions unless the Board has in its

sole discretion determined that an amount equivalent to such dividend or

distribution shall be paid currently to the Participant (the "Retained

Distributions"); provided, however, that if the Retained Distribution

relates to a dividend paid in Shares, the Participant shall receive an

additional amount of RSUs equal to the product of (I) the aggregate number

of RSUs held by the Participant pursuant to this Agreement through the

related dividend record date, multiplied by (II) the number of Shares

(including any fraction thereof) payable as a dividend on a Share. Retained

Distributions will not bear interest and will be subject to the same

restrictions as the RSUs to which they relate. Notwithstanding anything

else contained in this paragraph 3, no payment of Dividend Equivalents or

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Retained Distributions shall occur before the first date on which a payment

could be made without subjecting the Participant to tax under the

provisions of Section 409A of the Internal Revenue Code of 1986, as amended

(the "Code").

4. Vesting and Delivery of Vested Securities.

a) Subject to the terms and provisions of the Plan and this Agreement,

after each Vesting Date with respect to the Award, the Company shall

issue or transfer to the Participant the number of Shares

corresponding to such Vesting Date and the Retained Distributions, if

any, covered by that portion of the Award. Except as otherwise

provided in paragraphs 6 and 7, the vesting of such RSUs and any

Retained Distributions relating thereto shall occur only if the

Participant has continued in Employment of the Company or any of its

Affiliates on the Vesting Date and has continuously been so employed

since the Date of Grant (as defined in the Notice).

b) RSUs Extinguished. Upon each issuance or transfer of Shares in

accordance with this Agreement, a number of RSUs equal to the number

of Shares issued or transferred to the Participant shall be

extinguished and such number of RSUs will not be considered to be held

by the Participant for any purpose.

c) Final Issuance. Upon the final issuance or transfer of Shares and

Retained Distributions, if any, to the Participant pursuant to this

Agreement, in lieu of a fractional Share, the Participant shall

receive a cash payment equal to the Fair Market Value of such

fractional Share.

d) Section 409A. Notwithstanding anything else contained in this

Agreement, no Shares shall be issued or transferred to a Participant

before the first date on which a payment could be made without

subjecting the Participant to tax under the provisions of Section 409A

of the Code.

5. Termination of Employment.

(a) If the Participant's Employment with the Company and its Affiliates is

(i) terminated by the Participant for any reason other than those

described in clauses (b) and (c) below prior to the Vesting Date with

respect to any portion of the Award, then the RSUs covered by any such

portion of the Award and all Retained Distributions relating thereto

shall be completely forfeited on the date of any such termination,

unless otherwise provided in an employment agreement between the

Participant and the Company or an Affiliate.

(b) If the Participant's Employment terminates (i) as a result of his or

her death or Disability or (ii) as a result of his or her Retirement

or is terminated by the Company and its Affiliates for any reason

other than for Cause on a date when the Participant satisfies the

requirements for Retirement, then the RSUs for which a Vesting Date

has not yet occurred and all Retained Distributions relating thereto

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shall, to the extent the RSUs were not extinguished prior to such

termination of Employment, fully vest on the date of any such

termination and Shares subject to the RSUs shall be issued or

transferred to the Participant, as soon as practicable following such

termination of Employment.

(c) If the Participant's Employment is terminated by the Company and its

Affiliates for any reason other than for Cause (unless such

termination is due to death or Disability), then a pro rata portion of

the RSUs that would vest on the next Vesting Date, and any Retained

Distributions relating thereto, shall, to the extent the RSUs were not

extinguished prior to such termination of Employment, become vested,

and Shares subject to such RSUs shall be issued or transferred to the

Participant as soon as practicable following such termination of

Employment, determined as follows:

(x) the number of RSUs covered by the portion of the Award that

would vest on the next Vesting Date multiplied by;

(y) a fraction, the numerator of which shall be the number of

days from the last Vesting Date (or the Date of Grant if

there has not yet occurred a Vesting Date) preceding the

date of such termination of Employment through the date of

such te