X0306 4 2016-10-24 0001105705 TIME WARNER INC. TWX 0001476398 Horne Douglas Edward ONE TIME WARNER CENTER NEW YORK NY 10019 1 SVP and Controller Restricted Stock Units 2016-10-24 4 A 0 12682 0 A Common Stock, Par Value $.01 12682 34877 D Each restricted stock unit represents the contingent right to receive one share of common stock. This award of restricted stock units represents a special retention award that was granted in accordance with the Agreement and Plan of Merger, dated as of October 22, 2016, among Time Warner Inc. (the 'Company'), AT&T Inc. and West Merger Sub, Inc. and has a value equal to approximately two times the holder's annual long-term incentive compensation. Half of this award is scheduled to vest in four equal installments on each anniversary of February 15, 2017, and the remaining half is scheduled to vest in four equal installments on each anniversary of February 15, 2018. The Company has no plan to grant the holder a long-term incentive award in respect of 2017 or 2018. These restricted stock units include (i) restricted stock units that vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2013; (ii) restricted stock units that vest in four equal installments on the first four anniversaries of the following dates of grant: February 15, 2014, February 15, 2015 and February 15, 2016; (iii) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2017; and (iv) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2018. Brenda C. Karickhoff for Douglas E. Horne 2016-10-26