EXHIBIT 10.16



                                Time Warner Inc.
                                   <>

                    Notice of Grant of Restricted Stock Units

     TIME WARNER INC. (the  "Company"),  pursuant to the Company's <>
(the "Plan"),  hereby grants (the "Award") to the  undersigned  Participant  the
following  restricted  stock  units  (the  "RSUs"),  subject  to the  terms  and
conditions of this Notice, the <> and the Plan.
Each RSU represents the unfunded,  unsecured right of the Participant to receive
a Share on the date(s) specified herein.  The Plan and the Restricted Stock Unit
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.twi.com).

          1.   Name:                            ID:

          2.   Grant  Information  for this Award:
               Restricted  Stock Unit Grant Number:
               Date of Grant:
               Total Number of  Restricted  Stock Units Granted:

          3.   The vesting dates shall be:

                  Units                           Vesting Date



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


     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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