EXHIBIT 10.14


                                Time Warner Inc.
                            2003 Stock Incentive Plan

                       Notice of Grant of Restricted Stock

     TIME WARNER INC.  (the  "Company"),  pursuant to the  Company's  2003 Stock
Incentive  Plan (the "Plan"),  hereby  grants (the  "Award") to the  undersigned
Participant the following restricted Shares (the "Restricted  Shares"),  and the
Participant has paid therefore to the Company  consideration  of $.01 per Share,
receipt of which is hereby acknowledged,  subject to the terms and conditions of
this Notice, the 2003 SIP Restricted Stock Agreement, Version 2 (the "Restricted
Stock  Agreement")  and the Plan. The Plan and the Restricted  Stock  Agreement,
both of which  are  incorporated  into and  made a part of this  Notice,  can be
accessed and printed through the HR Website (http://infocenter.aoltw.com).

          1.   Name:                    ID:

          2.   Grant Information for this Award:
               Restricted Share Grant Number:
               Date of Grant:
               Purchase Price per Restricted Share:
               Total Number of Restricted Shares Granted:

          3.   The vesting dates shall be:

                         Shares                      Vesting Date



               subject to earlier forfeiture in certain circumstances, including
               termination of Employment,  and accelerated  vesting, as provided
               in the Restricted Stock Agreement and the Plan.

          4.   Restriction Period.

               The  Restriction   Period  for  the  Restricted   Shares  granted
               hereunder shall be the period commencing on the Date of Grant and
               ending at the close of business on the Vesting  Date with respect
               to the portion of the  Restricted  Shares  corresponding  to such
               Vesting Date.

          5.   I acknowledge that I have read and will comply with the Company's
               Securities Trading Policy (accessible on the HR Website), which I
               understand may be updated from time to time.

          6.   I acknowledge and agree that:

                    a)   An election under Section 83(b) of the Internal Revenue
                         Code must be submitted  by me to the  Internal  Revenue
                         Service within thirty (30) days after the Date of Grant
                         and that, if I desire to make such an election,  I also
                         must provide a copy of the completed Section 83(b) form
                         and a check for the  amount of taxes due to the  Global
                         Stock  Plans  Administration  Group not later  than the
                         thirtieth (30th) day following the Date of Grant.

                    b)   If I do not make a valid Section 83(b) election, I will
                         owe  withholding  taxes  at  each  Vesting  Date on the
                         portion  of  the   Restricted   Shares  for  which  the
                         Restriction Period has lapsed and that I must elect the
                         method of payment of such withholding  taxes in advance
                         of the Vesting Date in accordance  with the  procedures
                         established  by the





                         Global Stock Plans Administration Group, and that such
                         procedures may change and be updated over time.

     IN WITNESS WHEREOF,  the Company has caused this Notice to be signed by its
duly authorized officer or agent as of the ____ day of ____, ______.

                                                           Time Warner Inc.

                                                           By:__________________
Accepted and Agreed to:

Holder:    _______________________
               (Signature)


Home Address:                                        Business Address:

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