EXHIBIT 10.3

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

                        Restricted Stock Units 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  Stock Units (the
"RSUs")  related to the Company's  Common  Stock,  par value $.01 per share (the
"Common Stock"),  to the undersigned Holder. The Award of RSUs 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 Unit Grant Number: <>
          Date of Award: <>
          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 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:
               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:

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