AOL TIME WARNER ANNOUNCES SENIOR MANAGEMENT SUCCESSION PLAN

       Jerry Levin Initiates Six-Month Transition to New Leadership Team,
              Will Retire in May 2002 at Company's Annual Meeting
                Richard Parsons To Become Chief Executive Officer
              Robert Pittman To Become Sole Chief Operating Officer
                      in Streamlined Management Structure
       As Active Chairman, Steve Case To Work Closely with New Management
                        Team To Execute Company Strategy


NEW YORK,  December 5, 2001 -- Jerry Levin,  Chief Executive Officer of AOL Time
Warner, today announced a senior management  succession plan for the Company and
said AOL Time Warner will begin to  implement  a six-month  transition  to a new
leadership  team.  The plan,  which Mr. Levin proposed to the Board of Directors
and Mr. Case endorsed,  grew out of ongoing  discussions with the Board over the
past year on succession planning. As part of this plan, Mr. Levin announced that
after long and  careful  consideration,  he has decided to retire at the time of
the Company's annual meeting in May 2002.

Under  this  succession  plan,  which  calls  for a new  streamlined  management
structure effective at the Annual Meeting,  Richard Parsons,  Co-Chief Operating
Officer, will become Chief Executive Officer of the Company, and Robert Pittman,
now  Co-Chief  Operating  Officer with Mr.  Parsons,  will become the sole Chief
Operating Officer.  Steve Case will continue to have an active role as Chairman,
working closely with the top management team to help AOL Time Warner achieve its
unique potential.

Mr. Levin and Mr. Case said the new management  team will maintain the Company's
current strategic focus on transforming the media and communications  industries
by creating new products and services for consumers  around the world. Mr. Levin
will work  closely  with  Messrs.  Case,  Parsons and Pittman  over the next six
months to ensure a smooth and efficient transition.

Under the new management  structure,  Mr. Pittman will report to Mr. Parsons, as
will all of Mr. Levin's current reports. All the CEOs of the Company's divisions
will report to Mr. Pittman.

"An Orderly Transition to a New Era of Leadership"

Mr.  Levin  said,  "After  spending  virtually  my entire  career at this  great
Company,  it is  obviously  a major  decision  for me to begin  this  succession
process.  But this is a step that I have been  thinking  about for some time and
whose  time has come.  Given  that we are almost a full year into the merger and
that  an  outstanding  management  team is now in  place  at the  Company,  I am
convinced  that AOL Time Warner should begin an orderly  transition to a new era
of leadership."

Mr. Levin added,  "I have the greatest  confidence in Dick  Parsons'  ability to
lead the Company  forward,  coalesce  its diverse  interests,  and work with our
strategic partners to achieve our ambitious goals. At the same time, Bob Pittman
is the best  operating  executive in the business and it makes  perfect sense to
expand  his   responsibilities  to  include  all  of  the  Company's  day-to-day
operations.  Dick and Bob's new roles play to their  strengths.  They've  worked
seamlessly  together in helping  bring the  Company to this  point,  and they'll
continue to make a great team.  They will benefit  from Steve Case's  vision and
strategic thinking, working closely with him to take AOL Time Warner to the next
level.  I know that this team will lead the  Company  in a way that  builds  its
value as a business  and ensures that it continues to operate for the benefit of
consumers and the general public around the world."

Mr. Case said, "All of us at AOL Time Warner and the industry at large owe Jerry
Levin a huge debt of  gratitude  for his role in  building  this great  Company.
Thanks to his vision and commitment over the past three decades, AOL Time Warner
today  is  the  unchallenged  world  leader  in  the  media  and  communications
industries."

Mr.  Case  continued,  "Part of  Jerry's  enormous  legacy is AOL Time  Warner's
breadth of management  talent and unmatched track record of innovation.  In Dick
Parsons and Bob Pittman, this Company has two of the most extraordinary business
leaders to be found anywhere.  They have been  instrumental in pulling  together
the various units of our Company,  streamlining our operations and pursuing many
growth  opportunities  for the  future.  Dick and Bob  offer us a  powerful  and
complementary   combination   of  intellect,   business   acumen  and  strategic
perspective,  and I am looking forward to working with them closely in the years
ahead. Dick has exactly the right style of leadership,  understanding of people,
ability to build  alliances and commitment to serve the public  interest that is
critical for the Company. And with Bob now managing the operations of the entire
Company, we can accelerate our cross-division synergies and innovations.  As our
businesses  increasingly converge,  everyone on our team will focus intensely on
using our extraordinary assets to create superior value for consumers,  business
partners, shareholders and the public at large."

Mr. Parsons added, "As the world knows, if it were not for Jerry Levin, AOL Time
Warner would not be in the position it is today as the world's  preeminent media
and communications company.  Although I will miss him deeply, I am happy for him
as a  friend  because  I know  that  retirement  is  something  that he has been
considering  for some time.  Steve,  Bob and I will work  hand-in-hand in a full
partnership  to build on  Jerry's  legacy.  We will  continue  to use the unique
collection  of assets he  assembled  to  dramatically  enhance  the lives of our
customers with consistently high-quality content and services."

Mr.  Pittman  said,  "Under  Jerry  Levin's  stewardship,  AOL Time  Warner  has
strengthened  its  leadership  position  in each of its major  businesses.  With
unparalleled consumer  relationships,  the world's most trusted media brands and
news  organizations  and the most creative  content,  we're poised for continued
strong growth in the years ahead.  I love running a company's  operations  and I
look forward to  continuing to work with Steve Case and Dick Parsons in this new
streamlined  leadership  structure,  which will enable us to be even more nimble
and efficient in a fast-moving,  competitive  landscape.  I've worked with Jerry
off and on for over a decade and his  contributions  to this  Company and to the
entire  media  industry are  incalculable.  The growth  strategy  that he set in
motion  over the past year will  continue  to  benefit  AOL Time  Warner and its
shareholders for years to come."






About AOL Time Warner

AOL Time Warner  (NYSE:AOL)  is the  world's  first  Internet-powered  media and
communications  company, whose  industry-leading  businesses include interactive
services,   cable   systems,   publishing,   music,   TV  networks   and  filmed
entertainment.

####

Contact Info:
Edward Adler
212-484-6630



                                       2