EXHIBIT 10.6


                        Time Warner Inc. 1999 Stock Plan

                       Restricted Stock Purchase Agreement

     TIME WARNER INC. (the  "Company") and the undersigned  Holder,  pursuant to
the Company's 1999 Stock Plan, as amended through January 21, 2005 and from time
to time thereafter (the "Plan"),  hereby acknowledge that the undersigned Holder
has  hereby  elected to  exercise  Stock  Purchase  Rights  with  respect to the
following  restricted  shares (the "Restricted  Shares") of the Company's Common
Stock, par value $.01 per share (the "Common  Stock"),  and has paid therefor to
the  Company  consideration  of $.01 per  share,  receipt  of  which  is  hereby
acknowledged,  and the  Company  hereby  irrevocably  awards (the  "Award")  the
following  Restricted  Shares,  subject  in all cases to the  General  Terms and
Conditions  set forth on Annex 1, Version 3 to the  Restricted  Stock  Agreement
("Annex 1"). The Plan and Annex 1 are incorporated  into and made a part of this
Agreement.  The  Plan  can be  accessed  and  printed  through  the  HR  Website
(http://infocenter.aoltw.com).

     1.   Name:                         ID:

     2.   Grant Information for this Award:
          Restricted Stock Grant Number: Date of  Award:
          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
          Annex 1 and the Plan.

     4.   Restriction Period.

          The  Restriction  Period for each portion of the Award hereunder shall
          be the period  commencing on the Date of Award and ending at the close
          of business on the Vesting Date listed for that portion of the Award.

     5.   I  acknowledge  that I have read and will  comply  with Time  Warner'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 you to the  Internal  Revenue  Service
                    within thirty (30) days after the Date of Award 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 Stock Plans  Administration Group
                    not later than the  thirtieth  (30th) day following the Date
                    of  Award.
               b)   If I do not make a valid Section 83(b) election,  I will owe
                    taxes at each  Vesting  Date on the portion of the Award for
                    which the Restriction Period has ended and that I must elect
                    the method of  payment  of taxes in  advance of the  Vesting
                    Date in accordance  with the  procedures  established by the
                    Stock Plans  Administration  Group, and that such procedures
                    may change and be updated overtime.

     IN WITNESS  WHEREOF,  the Company has caused this Agreement 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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