AMENDMENT NO. 1 to SHAREHOLDER AGREEMENT between TIME WARNER INC. and TIME WARNER CABLE INC.

EXHIBIT 10.4

EXECUTION COPY

AMENDMENT NO. 1

to

SHAREHOLDER AGREEMENT

between

TIME WARNER INC.

and

TIME WARNER CABLE INC.

Dated as of May 20, 2008

     AMENDMENT NO. 1 (this “ Amendment ”), dated as of May 20, 2008, to SHAREHOLDER AGREEMENT (the “ Shareholder Agreement ”), dated April 20, 2005, between TIME WARNER INC., a Delaware corporation (“ TWX ”), and TIME WARNER CABLE INC., a Delaware corporation (the “ Company ”).

          WHEREAS TWX and the Company have previously entered into the Shareholder Agreement;

          WHEREAS concurrently with or prior to the execution of this Amendment, in connection with the contemplated separation of TWX and the Company, TWX, the Company, Time Warner Entertainment Company, L.P, TW NY Cable Holding Inc., Warner Communications Inc., Historic TW Inc. and American Television and Communications Corporation are entering into the Separation Agreement; and

          WHEREAS TWX and the Company desire to terminate the Shareholder Agreement.

          NOW, THEREFORE, for good