EXHIBIT 10.2

    Time Warner Inc. 1988 Restricted Stock and Restricted Stock Unit Plan for
                             Non-Employee Directors

                           Restricted Shares Agreement

     TIME WARNER INC. (the "Company"), pursuant to the Company's 1988 Restricted
Stock and  Restricted  Stock Unit Plan for  Non-Employee  Directors,  as amended
through January 21, 2005 and from time to time  thereafter (the "Plan"),  hereby
irrevocably   awards  (the  "Award")  the  following   restricted   shares  (the
"Restricted  Shares") of the Company's  Common  Stock,  par value $.01 per share
(the  "Common  Stock"),  to the  undersigned  Holder,  and such  Holder has paid
therefor to the  Company  consideration  of $.01 per share,  receipt of which is
hereby  acknowledged.  The Award of Restricted Shares is subject in all cases to
the terms and conditions set forth in the Plan,  which is incorporated  into and
made a part of this Agreement.

     1.   Name: <> <>                    ID: <>

     2.   Grant  Information  for this Award:
          Restricted  Stock  Grant  Number:  <>
          Date  of  Award:   <>
          Purchase  Price  per Restricted  Share:  $0.01
          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 service as a director,  and  accelerated  vesting,  as
          provided in 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 and Supplemental  Trading Policies,  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 Award and that, if
                    I desire to make  such an  election,  I also must  provide a
                    copy of the completed  Section 83(b) form 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 will be
                    responsible  for remitting all such taxes owed to the proper
                    taxing authorities.





     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:

----------------------------                            ------------------------

----------------------------                            ------------------------