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Agreement - TIME WARNER INC. - 11-14-2002

VIEWS: 7 PAGES: 520

									EXHIBIT 10.4 FORM OF TIME WARNER ENTERTAINMENT COMPANY, L.P. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

TABLE OF CONTENTS

ARTICLE I 1.1 1.2 ARTICLE II 2.1 2.2 2.3 2.4 2.5 ARTICLE III 3.1 3.2 3.3 3.4 ARTICLE IV 4.1 ARTICLE V 5.1 5.2 5.3 5.4 5.5 5.6 ARTICLE VI 6.1 6.2 6.3 6.4 6.5 ARTICLE VII 7.1 7.2 7.3 7.4 7.5 7.6

DEFINITIONS...................................................................... Definitions...................................................................... Interpretation................................................................... ORGANIZATION; PURPOSE AND POWERS................................................. Name............................................................................. Term............................................................................. Principal Office................................................................. Delaware Office; Agent for Service of Process.................................... Purpose and Powers............................................................... DISPOSITION; ADDITIONAL PARTNERS; RIGHT OF FIRST REFUSAL; WITHDRAWAL............. Disposition; Additional Partners................................................. Withdrawal by Partner............................................................ Substitution of General Partner.................................................. Change in Interests.............................................................. PARTNERSHIP CAPITAL.............................................................. Recapitalization of Partnership Interests........................................ DISTRIBUTIONS.................................................................... Mandatory Distribution of Preferred Return....................................... Mandatory Redemption of Preferred Component...................................... Tax Distributions................................................................ Discretionary Distributions...................................................... Limitation on Distributions...................................................... No Distributions Under Original Agreement........................................ CAPITAL ACCOUNTS; ALLOCATIONS.................................................... Capital Accounts................................................................. Allocations of Preferred Profit; Residual Net Profit............................. Allocations of Residual Net Loss................................................. Regulatory Tax Allocations....................................................... Allocations for Tax Purposes..................................................... MANAGEMENT....................................................................... Powers of the General Partner.................................................... Powers of Limited Partners....................................................... Liability of Partners............................................................ Exculpation and Indemnification.................................................. Certain Tax Matters.............................................................. Transactions with General Partner................................................

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ARTICLE VIII 8.1 8.2 8.3 8.4

DISSOLUTION OF THE PARTNERSHIP................................................... Dissolution...................................................................... Resignation...................................................................... Winding-Up of the Partnership.................................................... No Recourse Against any Partner..................................................

TABLE OF CONTENTS

ARTICLE I 1.1 1.2 ARTICLE II 2.1 2.2 2.3 2.4 2.5 ARTICLE III 3.1 3.2 3.3 3.4 ARTICLE IV 4.1 ARTICLE V 5.1 5.2 5.3 5.4 5.5 5.6 ARTICLE VI 6.1 6.2 6.3 6.4 6.5 ARTICLE VII 7.1 7.2 7.3 7.4 7.5 7.6

DEFINITIONS...................................................................... Definitions...................................................................... Interpretation................................................................... ORGANIZATION; PURPOSE AND POWERS................................................. Name............................................................................. Term............................................................................. Principal Office................................................................. Delaware Office; Agent for Service of Process.................................... Purpose and Powers............................................................... DISPOSITION; ADDITIONAL PARTNERS; RIGHT OF FIRST REFUSAL; WITHDRAWAL............. Disposition; Additional Partners................................................. Withdrawal by Partner............................................................ Substitution of General Partner.................................................. Change in Interests.............................................................. PARTNERSHIP CAPITAL.............................................................. Recapitalization of Partnership Interests........................................ DISTRIBUTIONS.................................................................... Mandatory Distribution of Preferred Return....................................... Mandatory Redemption of Preferred Component...................................... Tax Distributions................................................................ Discretionary Distributions...................................................... Limitation on Distributions...................................................... No Distributions Under Original Agreement........................................ CAPITAL ACCOUNTS; ALLOCATIONS.................................................... Capital Accounts................................................................. Allocations of Preferred Profit; Residual Net Profit............................. Allocations of Residual Net Loss................................................. Regulatory Tax Allocations....................................................... Allocations for Tax Purposes..................................................... MANAGEMENT....................................................................... Powers of the General Partner.................................................... Powers of Limited Partners....................................................... Liability of Partners............................................................ Exculpation and Indemnification.................................................. Certain Tax Matters.............................................................. Transactions with General Partner................................................

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ARTICLE VIII 8.1 8.2 8.3 8.4 ARTICLE IX 9.1 9.2 9.3 9.4 ARTICLE X 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11

DISSOLUTION OF THE PARTNERSHIP................................................... Dissolution...................................................................... Resignation...................................................................... Winding-Up of the Partnership.................................................... No Recourse Against any Partner.................................................. BOOKS AND RECORDS................................................................ Fiscal Year...................................................................... Maintenance of Books and Records................................................. Financial Statements; Tax Matters................................................ Tax Allocations and Reports...................................................... MISCELLANEOUS.................................................................... Confidential Information......................................................... Amendments; Waiver............................................................... Additional Issuances............................................................. Successors and Assigns........................................................... No Waiver........................................................................ Severability..................................................................... No Right to Set-Off.............................................................. Survival of Rights, Duties and Obligations....................................... Further Assurances............................................................... Competing Activities............................................................. Corporate Opportunities..........................................................

ARTICLE VIII 8.1 8.2 8.3 8.4 ARTICLE IX 9.1 9.2 9.3 9.4 ARTICLE X 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 Schedule 4.1

DISSOLUTION OF THE PARTNERSHIP................................................... Dissolution...................................................................... Resignation...................................................................... Winding-Up of the Partnership.................................................... No Recourse Against any Partner.................................................. BOOKS AND RECORDS................................................................ Fiscal Year...................................................................... Maintenance of Books and Records................................................. Financial Statements; Tax Matters................................................ Tax Allocations and Reports...................................................... MISCELLANEOUS.................................................................... Confidential Information......................................................... Amendments; Waiver............................................................... Additional Issuances............................................................. Successors and Assigns........................................................... No Waiver........................................................................ Severability..................................................................... No Right to Set-Off.............................................................. Survival of Rights, Duties and Obligations....................................... Further Assurances............................................................... Competing Activities............................................................. Corporate Opportunities.......................................................... Guarantees....................................................................... Effect of AT&T - Comcast Merger.................................................. Notices.......................................................................... Counterparts; Effectiveness...................................................... No Right to Partition............................................................ Entire Agreement; No Third Party Beneficiaries................................... Governing Law.................................................................... Prior Partnership Interests

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP ("Agreement"), dated as of ________, 200[ ], of TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership (the "Partnership"), by and among Time Warner Cable Inc., a Delaware corporation, as the general partner of the Partnership ("TWC" or the "General Partner"), and MediaOne of Colorado, Inc., a Colorado corporation(1) ("MediaOne"), American Television & Communications Corporation, a Delaware corporation ("ATC"), and solely for the purposes of being bound by Section 10.12 of this Agreement, AT&T Corp.(2), a New York corporation, and AOL Time Warner Inc., a Delaware corporation ("AOLTW"), and solely for the purpose of Section 9.4 of this Agreement, Warner Communications Inc., a Delaware corporation ("WCI"). WHEREAS, the Partnership has heretofore been formed as a limited partnership under the Delaware Act (as defined herein); WHEREAS, the General Partner and the Limited Partners now wish to amend and restate, in its entirety, the Agreement of Limited Partnership, dated as of October 29, 1991, as amended to date (the "Original Agreement") as set forth below. NOW, THEREFORE, the General Partner and the Limited Partners hereby amend and restate the Original Agreement in its entirety to read as follows: ARTICLE I DEFINITIONS 1.1 Definitions. When used in this Agreement, the following terms shall have the meanings set forth below (all

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP ("Agreement"), dated as of ________, 200[ ], of TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership (the "Partnership"), by and among Time Warner Cable Inc., a Delaware corporation, as the general partner of the Partnership ("TWC" or the "General Partner"), and MediaOne of Colorado, Inc., a Colorado corporation(1) ("MediaOne"), American Television & Communications Corporation, a Delaware corporation ("ATC"), and solely for the purposes of being bound by Section 10.12 of this Agreement, AT&T Corp.(2), a New York corporation, and AOL Time Warner Inc., a Delaware corporation ("AOLTW"), and solely for the purpose of Section 9.4 of this Agreement, Warner Communications Inc., a Delaware corporation ("WCI"). WHEREAS, the Partnership has heretofore been formed as a limited partnership under the Delaware Act (as defined herein); WHEREAS, the General Partner and the Limited Partners now wish to amend and restate, in its entirety, the Agreement of Limited Partnership, dated as of October 29, 1991, as amended to date (the "Original Agreement") as set forth below. NOW, THEREFORE, the General Partner and the Limited Partners hereby amend and restate the Original Agreement in its entirety to read as follows: ARTICLE I DEFINITIONS 1.1 Definitions. When used in this Agreement, the following terms shall have the meanings set forth below (all terms used in this Agreement that are not defined in this Article I shall have the meanings set forth elsewhere in this Agreement): "Accountants" means Ernst & Young LLP or such other nationally recognized public accountants of the Partnership as may be selected from time to time by the General Partner. "Act" means the Delaware Revised Uniform Limited Partnership Act (Del. Code Ann. tit. 6 Section 17-101 et seq.). "Adjusted Capital Account Deficit" means, with respect to each Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(1) If MediaOne of Colorado has transferred its interest to an FCC mandated trust prior to the closing, then the trust shall be party to this Agreement instead of MediaOne. (2) In the event that the AT&T - Comcast merger is completed prior to the execution hereof, AT&T Comcast shall replace AT&T as a signatory to this Agreement

(a) Credit to such Capital Account any amount which such Partner is obligated to restore or is deemed obligated to restore pursuant to Treasury Regulations Section 1.704-2(g)(1) and (without duplication) 1.704-2(i)(5); and (b) Debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of

(a) Credit to such Capital Account any amount which such Partner is obligated to restore or is deemed obligated to restore pursuant to Treasury Regulations Section 1.704-2(g)(1) and (without duplication) 1.704-2(i)(5); and (b) Debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. "Affiliate" means, as to any Person, any other Person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with such Person; provided that, for purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of equities securities, by contract or otherwise; provided, further, that, solely for purposes of this definition of Affiliate, with respect to any Person, a Disposition Trust (and any Person controlled by such Disposition Trust) shall be deemed to be controlled by such Person. "Agent" means, with respect to any Person, such Person's officers, directors, employees, consultants, attorneys, accountants, representatives and agents. "Agreement" means this Amended and Restated Agreement of Limited Partnership, as amended, restated or modified from time to time, including any Exhibits or Schedules attached hereto. "AOLTW" has the meaning set forth in the preamble. "AOLTW Partner" means ATC in its capacity as a limited partner of the Partnership and shall include any transferee thereof admitted to the partnership in accordance with Section 3.1. "Applicable Law" means, with respect to any Person, any statute, law, regulation, ordinance, rule, injunction, order, decree, Governmental Approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, applicable to such Person or its Subsidiaries or their respective assets. "ATC" has the meaning set forth in the preamble. "AT&T" means AT&T Corp., a New York corporation; provided that, except as otherwise specifically provided herein, following consummation of the AT&T - Comcast Merger, all references to "AT&T" shall mean AT&T Comcast and shall no longer mean AT&T Corp. 2

"AT&T Comcast" means AT&T Comcast Corporation, a Pennsylvania corporation. "AT&T - Comcast Merger" has the meaning set forth in the Restructuring Agreement. "ATC Capital Account" means the Capital Account of the ATC Partnership Interest. "ATC Partnership Interest" has the meaning set forth in Section 4.1(a). "ATC Common Sub-Account" means the excess of the ATC Capital Account over the ATC Preferred SubAccount. "ATC Percentage Interest" means 1%. "ATC Preferred Sub-Account" means, prior to the Preferred Redemption Date, the portion of the ATC Capital Account that includes the Preferred Amount plus (x) all allocations of Preferred Net Profit pursuant to Section

"AT&T Comcast" means AT&T Comcast Corporation, a Pennsylvania corporation. "AT&T - Comcast Merger" has the meaning set forth in the Restructuring Agreement. "ATC Capital Account" means the Capital Account of the ATC Partnership Interest. "ATC Partnership Interest" has the meaning set forth in Section 4.1(a). "ATC Common Sub-Account" means the excess of the ATC Capital Account over the ATC Preferred SubAccount. "ATC Percentage Interest" means 1%. "ATC Preferred Sub-Account" means, prior to the Preferred Redemption Date, the portion of the ATC Capital Account that includes the Preferred Amount plus (x) all allocations of Preferred Net Profit pursuant to Section 6.2(a), minus (y) (i) all distributions pursuant to Section 5.1 and (ii) all allocations of Residual Net Loss pursuant to Section 6.3(b)(ii). "Bankruptcy" of a Partner means (i) the filing by such Partner of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code (or corresponding provisions of future laws) or any other bankruptcy or insolvency law, or such Partner's filing an answer consenting to or acquiescing in any such petition, (ii) the making by such Partner of any assignment for the benefit of its creditors or the admission by such Partner in writing of its inability to pay its debts as they mature or (iii) the expiration of 60 days after the filing of an involuntary petition under Title 11 of the United States Code (or corresponding provisions of future laws), an application for the appointment of a receiver for the assets of such Partner, or an involuntary petition seeking liquidation, reorganization, arrangements, composition, dissolution or readjustment of its debts or similar relief under any bankruptcy or insolvency law, provided that the same shall not have been vacated, set aside or stayed within such 60-day period. "Business Day" means any day other than a Saturday, Sunday or a day on which banking institutions are not required to be open in New York City. "Capital Account" means, for each Partner, the Capital Account established for such Partner pursuant to Article VI. The Capital Account of each Partner on the date hereof (after giving effect to the conversion described in Section 4.1) shall be as follows: (1) The Capital Account of ATC with respect to the Preferred Component of the ATC Partnership Interest shall be equal to the Preferred Amount; (2) The Capital Account of MediaOne with respect to the MediaOne Partnership Interest shall be equal to the Capital Account with respect to its Prior Partnership Interest 3

that would result under the provisions of the Original Agreement following a revaluation, as of the date hereof, of the Partnership's assets pursuant to Treasury Regulations Section 1.704-1(b)(iv)(f). (3) The Capital Account of ATC with respect to the Common Component of the ATC Partnership Interest shall be equal to the product of (x) 1/95.3 and (y) the excess of (A) the Fair Market Value of the Partnership assets (net of liabilities not otherwise taken into account) as of the date hereof, over (B) the sum of the Preferred Amount and the Capital Account balance of MediaOne, as computed in accordance with the immediately preceding clause (2). (4) The Capital Account of TWC with respect to the TWC Partnership Interest shall be equal to the product of (x) 94.3/95.3 and (y) the excess of (A) the Fair Market Value of the Partnership assets (net of liabilities not

that would result under the provisions of the Original Agreement following a revaluation, as of the date hereof, of the Partnership's assets pursuant to Treasury Regulations Section 1.704-1(b)(iv)(f). (3) The Capital Account of ATC with respect to the Common Component of the ATC Partnership Interest shall be equal to the product of (x) 1/95.3 and (y) the excess of (A) the Fair Market Value of the Partnership assets (net of liabilities not otherwise taken into account) as of the date hereof, over (B) the sum of the Preferred Amount and the Capital Account balance of MediaOne, as computed in accordance with the immediately preceding clause (2). (4) The Capital Account of TWC with respect to the TWC Partnership Interest shall be equal to the product of (x) 94.3/95.3 and (y) the excess of (A) the Fair Market Value of the Partnership assets (net of liabilities not otherwise taken into account) as of the date hereof, over (B) the sum of the Preferred Amount and the Capital Account balance of MediaOne, as computed in accordance with clause (2) above. Following the date hereof, the Capital Accounts shall be adjusted as follows: (a) To each Partner's Capital Account there shall be credited (i) such Partner's Capital Contributions after the date hereof, if any, allocated to such Capital Account when and as received and (ii) the Preferred Profit, the Residual Net Profit and other items of Partnership income and gain allocated to such Capital Account pursuant to Article 6; (b) To each Partner's Capital Account there shall be debited (i) the aggregate amount of cash distributed to such Partner with respect to such Capital Account after the date hereof, (ii) the Residual Net Loss and other items of Partnership loss and deduction allocated to such Partner pursuant to Article 6 with respect to such Capital Account and (iii) the Gross Asset Value of any Partnership assets (other than cash) distributed to such Partner in kind (net of any liabilities secured by such distributed property that the Partner is considered to assume or "take subject to" under Section 752 of the Code) with respect to such Capital Account after the date hereof; (c) Capital Accounts shall be otherwise adjusted in accordance with Treasury Regulations Section 1.704-1(b); and (d) If Partnership Interests are transferred in accordance with the terms of this Agreement after the date hereof, the transferee shall succeed to the Capital Account or Accounts of the transferor to the extent it relates to the transferred Partnership Interests. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. 4

For the avoidance of doubt, after the date hereof, no adjustments shall be made to the Capital Accounts of the Partners pursuant to the provisions of the Original Agreement. "Catch-Up Date" shall mean the date that is twenty-seven (27) months following the date hereof. "C Corporation" means a corporation subject to taxation under Section 11 of the Code. "Capital Contribution" means for each Partner the total amount of cash and the Gross Asset Value of property contributed to the Partnership by such Partner pursuant to Section 4.1 or otherwise, net of any liabilities associated with such contributed property that the Partnership is considered to assume or "take subject to" under Section 752 of the Code. "Code" means the Internal Revenue Code of 1986, as amended. "Common Component" means the portion of the ATC Partnership Interest that corresponds to the ATC

For the avoidance of doubt, after the date hereof, no adjustments shall be made to the Capital Accounts of the Partners pursuant to the provisions of the Original Agreement. "Catch-Up Date" shall mean the date that is twenty-seven (27) months following the date hereof. "C Corporation" means a corporation subject to taxation under Section 11 of the Code. "Capital Contribution" means for each Partner the total amount of cash and the Gross Asset Value of property contributed to the Partnership by such Partner pursuant to Section 4.1 or otherwise, net of any liabilities associated with such contributed property that the Partnership is considered to assume or "take subject to" under Section 752 of the Code. "Code" means the Internal Revenue Code of 1986, as amended. "Common Component" means the portion of the ATC Partnership Interest that corresponds to the ATC Common Sub-Account. "Corporate Opportunity" means an investment or business opportunity or prospective economic advantage in which the Partnership could, but for the provisions of Section 10.11, have an interest or expectancy. "Depreciation" means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero and the Gross Asset Value of the asset is positive, Depreciation shall be determined with reference to such beginning Gross Asset Value using any permitted method selected by the General Partner. "Determination" means a settlement, compromise, or other agreement with the Internal Revenue Service or the relevant state or local Governmental Authorities, whether contained in an Internal Revenue Service Form 870 or other comparable form, or otherwise, or such procedurally later event, such as a closing agreement with the Internal Revenue Service or the relevant state and local Governmental Authorities, an agreement contained in Internal Revenue Service Form 870-D or other comparable form, an agreement that constitutes a determination under Section 1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax Court or the relevant state or local tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. "Disposition" means any direct or indirect sale, assignment, alienation, gift, exchange, conveyance, transfer, pledge, hypothecation or other disposition, monetization or 5

encumbrance whatsoever, whether voluntary or involuntary, direct or indirect, including through a Subsidiary or by means of an equity offering by any such Subsidiary. The term "Dispose" shall mean to make a Disposition. "Disposition Trust" has the meaning set forth in the Restructuring Agreement. "Dissolution Action" has the meaning set forth in Section 8.1 of this Agreement. "Fair Market Value" means, as of any date, the fair market value on such date as determined in good faith by the General Partner. For this purpose, securities that are restricted by law, contract, market conditions (including trading volume relative to the Partnership's holding) or otherwise as to salability or transferability may be valued at an appropriate discount, based on the nature and term of such restrictions. "Fiscal Year" means (i) the taxable year of the Partnership, which shall be the calendar year unless otherwise

encumbrance whatsoever, whether voluntary or involuntary, direct or indirect, including through a Subsidiary or by means of an equity offering by any such Subsidiary. The term "Dispose" shall mean to make a Disposition. "Disposition Trust" has the meaning set forth in the Restructuring Agreement. "Dissolution Action" has the meaning set forth in Section 8.1 of this Agreement. "Fair Market Value" means, as of any date, the fair market value on such date as determined in good faith by the General Partner. For this purpose, securities that are restricted by law, contract, market conditions (including trading volume relative to the Partnership's holding) or otherwise as to salability or transferability may be valued at an appropriate discount, based on the nature and term of such restrictions. "Fiscal Year" means (i) the taxable year of the Partnership, which shall be the calendar year unless otherwise required (or, in the General Partner's reasonable discretion, permitted) by the Code, and (ii) the portion of any Fiscal Year for which the Partnership is required to (or does) allocate Gross Income, Net Profit, Net Loss, or other items. "GAAP" means United States generally accepted accounting principles as in effect in the United States from time to time consistently applied. "General Partner" has the meaning set forth in the preamble. "Governmental Approval" means any action, order, authorization, consent, approval, license, ruling, permit, tariff, rate, certification, exemption, filing or registration by or with any Governmental Authority. "Governmental Authority" means any government or political subdivision thereof, governmental department, commission, board, bureau, agency, regulatory authority, instrumentality, judicial or administrative body having jurisdiction over the matter or matters in question. "Gross Asset Value" means: (i) in the case of any asset held by the Partnership on the date hereof, the gross Fair Market Value of such asset as of the date hereof, and (ii) in the case of any asset acquired by the Partnership after the date hereof, the adjusted basis of such asset for Federal income tax purposes, except as follows: (a) The initial Gross Asset Value of any Partnership asset contributed by a Partner to the Partnership shall be the gross Fair Market Value of such Partnership asset as of the date of such contribution; (b) The Gross Asset Value of each Partnership asset shall be adjusted to equal its respective gross Fair Market Value, as of the following times: (i) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership assets 6

as consideration for all or part of its Interests unless the General Partner reasonably determines that such adjustment is not necessary to reflect the relative economic interests of the Partners in the Partnership; and (iii) the liquidation of the Partnership within the meaning of Treasury Regulations Section Section 1.704-1(b)(2)(ii)(g); (c) The Gross Asset Value of a Partnership asset distributed to any Partner shall be the Fair Market Value of such Partnership asset as of the date of distribution thereof; (d) The Gross Asset Value of each Partnership asset shall be increased or decreased, as the case may be, to reflect any adjustments to the adjusted basis of such Partnership asset pursuant to Section 734(b) or Section 743 (b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Account balances pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (d) to the extent that an adjustment pursuant to subparagraph (b) above is made in conjunction with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d); and

as consideration for all or part of its Interests unless the General Partner reasonably determines that such adjustment is not necessary to reflect the relative economic interests of the Partners in the Partnership; and (iii) the liquidation of the Partnership within the meaning of Treasury Regulations Section Section 1.704-1(b)(2)(ii)(g); (c) The Gross Asset Value of a Partnership asset distributed to any Partner shall be the Fair Market Value of such Partnership asset as of the date of distribution thereof; (d) The Gross Asset Value of each Partnership asset shall be increased or decreased, as the case may be, to reflect any adjustments to the adjusted basis of such Partnership asset pursuant to Section 734(b) or Section 743 (b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Account balances pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (d) to the extent that an adjustment pursuant to subparagraph (b) above is made in conjunction with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d); and (e) If the Gross Asset Value of a Partnership asset has been determined or adjusted above (other than pursuant to clause (c) above), such Gross Asset Value shall thereafter be adjusted to reflect the Depreciation taken into account with respect to such Partnership asset for purposes of computing Net Profits and Net Losses. "Liabilities" has the meaning set forth in Section 7.4(b)(i). "Limited Partners" means the MediaOne Partner and the AOLTW Partner. "MediaOne" has the meaning set forth in the preamble. "MediaOne Partner" means MediaOne in its capacity as a limited partner of the Partnership and shall include any transferee thereof admitted to the partnership in accordance with Section 3.1. "MediaOne Partnership Interest" has the meaning set forth in Section 4.1(b). "MediaOne Percentage Interest" means 4.7%. "MediaOne Target Capital Account Balance" means a Capital Account balance at the time equal to (x) 4.7%, multiplied by (y) the sum of (A) the ATC Common Sub-Account balance, plus (B) the TWC Capital Account balance, plus (C) the MediaOne Capital Account balance. "Net Profit and Net Loss" means, for each Fiscal Year, an amount equal to the Partnership's taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (including for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1)), with the following adjustments (without duplication): 7

(a) Any income of the Partnership that is exempt from Federal income tax and not otherwise taken into account in computing Net Profit or Net Loss pursuant to this definition shall be added to such taxable income or loss; (b) Any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as Section 705 (a)(2)(B) of the Code expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) (other than expenses in respect of which an election is properly made under Section 709 of the Code), and not otherwise taken into account in computing Net Profit or Net Loss pursuant to this definition shall be subtracted from such taxable income or loss; (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraphs (b), (c) or (d) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain (if the adjustment increases the Gross Asset Value of an asset) or loss (if the adjustment decreases the Gross Asset Value of an asset) from the disposition of such Partnership asset for purposes of computing Net Profit or Net Loss;

(a) Any income of the Partnership that is exempt from Federal income tax and not otherwise taken into account in computing Net Profit or Net Loss pursuant to this definition shall be added to such taxable income or loss; (b) Any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as Section 705 (a)(2)(B) of the Code expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) (other than expenses in respect of which an election is properly made under Section 709 of the Code), and not otherwise taken into account in computing Net Profit or Net Loss pursuant to this definition shall be subtracted from such taxable income or loss; (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraphs (b), (c) or (d) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain (if the adjustment increases the Gross Asset Value of an asset) or loss (if the adjustment decreases the Gross Asset Value of an asset) from the disposition of such Partnership asset for purposes of computing Net Profit or Net Loss; (d) Gain or loss resulting from any disposition of any Partnership asset with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the Gross Asset Value of the Partnership asset disposed of, notwithstanding that the adjusted tax basis of such Partnership asset may differ from its Gross Asset Value; (e) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of Depreciation; (f) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734 (b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner's interest in the Partnership, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Profit or Net Loss; and (g) Any items of income, gain, loss or deduction specially allocated under Section 6.4 shall be excluded. "Original Agreement" has the meaning set forth in the recitals. "Parent" means, with respect to any Person, any such other Person that owns, directly or indirectly, 50 percent or more of the outstanding capital stock or other equity interests of such Person, provided that any Person that directly or indirectly holds all of the ownership 8

interests in a Disposition Trust shall be deemed to be a Parent of such Disposition Trust and its Subsidiaries. "Partner" means each Person that (a) is an initial signatory to this Agreement (other than AOLTW, AT&T and WCI), or has been admitted to the Partnership as a Partner of the Partnership in accordance with the provisions of this Agreement and (b) has not ceased to be a Partner of the Partnership in accordance with the provisions of this Agreement or for any other reason. No Person that is not a Partner shall be deemed a "Partner" under the Act. "Partnership Business" means the ownership, operation and exploitation of the various businesses, assets and rights owned or held from time to time by the Partnership. "Partnership Interest" means any ownership interest of a Partner in the Partnership, including the right of such Partner to benefits to which it may be entitled under, and the obligations of such Partner to comply with, all the terms and conditions of this Agreement. "Partnership Interest Sale Agreement" means the Partnership Interest Sale Agreement, dated the date hereof,

interests in a Disposition Trust shall be deemed to be a Parent of such Disposition Trust and its Subsidiaries. "Partner" means each Person that (a) is an initial signatory to this Agreement (other than AOLTW, AT&T and WCI), or has been admitted to the Partnership as a Partner of the Partnership in accordance with the provisions of this Agreement and (b) has not ceased to be a Partner of the Partnership in accordance with the provisions of this Agreement or for any other reason. No Person that is not a Partner shall be deemed a "Partner" under the Act. "Partnership Business" means the ownership, operation and exploitation of the various businesses, assets and rights owned or held from time to time by the Partnership. "Partnership Interest" means any ownership interest of a Partner in the Partnership, including the right of such Partner to benefits to which it may be entitled under, and the obligations of such Partner to comply with, all the terms and conditions of this Agreement. "Partnership Interest Sale Agreement" means the Partnership Interest Sale Agreement, dated the date hereof, among MediaOne, AOLTW and the General Partner. "Partnership" has the meaning set forth in the preamble. "Percentage Interest" means the ATC Percentage Interest, the MediaOne Percentage Interest and the TWC Percentage Interest. "Permitted AT&T Disposition" has the meaning set forth in the Restructuring Agreement. "Permitted Entity" means, with respect to any MediaOne Partner, any Person, a majority of the equity and other ownership interests in which are owned, directly or indirectly, by the Ultimate Parent of such MediaOne Partner. "Permitted Transfer" means a Disposition by a Partner of all or any part of such Partner's Partnership Interest: (i) with the consent of the General Partner; (ii) to an Affiliate of such Partner (other than to a Disposition Trust); (iii) pursuant to and in accordance with the Partnership Interest Sale Agreement; (iv) to a Disposition Trust pursuant to a Permitted AT&T Disposition; or (v) in a pledge by the Partner of all or any portion of such Partner's Partnership Interest to a bank or other financial institution (the "Lender") in connection with securing a bona fide loan made to such Partner; provided that, in each such case (other than clause (i)), any transferee of such Disposition provides a written agreement (in form and substance reasonably satisfactory to the Partnership) to the Partnership by which it agrees to become a party to and otherwise be bound by the terms and provisions of this Agreement and the Partnership Interest Sale Agreement; and provided, further, that the Lender shall only be required to provide such agreement in the event that the Lender realizes upon its collateral or otherwise takes title to the pledged Partnership Interest. "Person" means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated 9

organization and a governmental entity or any department, agency or political subdivision thereof. "Preferred Amount" means [$ ].(3) "Preferred Component" means the portion of the ATC Partnership Interest that corresponds to the ATC Preferred Sub-Account. "Preferred Profit" for a Fiscal Year means the Net Profit of the Partnership (as defined herein) for such Fiscal Year, adjusted to exclude any Depreciation amounts taken into account in computing Net Profit for such Fiscal Year. "Preferred Redemption Date" means the day after the twentieth (20th) anniversary of the date hereof.

organization and a governmental entity or any department, agency or political subdivision thereof. "Preferred Amount" means [$ ].(3) "Preferred Component" means the portion of the ATC Partnership Interest that corresponds to the ATC Preferred Sub-Account. "Preferred Profit" for a Fiscal Year means the Net Profit of the Partnership (as defined herein) for such Fiscal Year, adjusted to exclude any Depreciation amounts taken into account in computing Net Profit for such Fiscal Year. "Preferred Redemption Date" means the day after the twentieth (20th) anniversary of the date hereof. "Preferred Redemption Value" means an amount equal to (x) the Preferred Amount, plus (y) any accrued and unpaid Preferred Return. "Preferred Return" means, with respect to the ATC Partnership Interest, an amount equal to __%, cumulative and compounded on each Quarterly Payment Date to the extent unpaid, on the amount of the Preferred Amount, commencing on the date hereof.(4)

(3) The Preferred Amount shall be calculated prior to the execution of this Agreement in the manner specified with respect to the "TWE Preferred Amount" in the Restructuring Agreement. (4) The Preferred Return will be determined by adding 100 basis points (1.00%) to the market yield of the Time Warner Entertainment Company, L.P. 8.375% Debentures due March 15, 2023 (the "TWE Debentures"). The market yield will be determined by calculating the average of the average yields on the TWE Debentures for each of the fifteen consecutive trading days ending two trading days prior to the Closing. The average of the average yields will be calculated by the Calculation Agent. The Calculation Agent will obtain bid spread quotes from five (5) Investment Banks at the close of each of the fifteen consecutive trading days. On each of the fifteen consecutive trading days, the Calculation Agent will eliminate the high and low bid spread quotes and average the three remaining bid spread quotes. The Calculation Agent will determine the average yield on each of the fifteen consecutive trading days by adding the average closing (as of 5:00 p.m. New York time) bid spread (expressed in basis points) of the TWE Debentures for such day (determined as provided in the preceding sentence) to the closing (as of 5:00 p.m. New York time) bid yield on such day of the most recently issued 30 year U.S. Treasury bond. The closing bid yield of the most recently issued 30 year U.S. Treasury bond will be determined by referencing PX1 on Bloomberg. For purposes of determining the Preferred Return, the "Calculation Agent" shall be JP Morgan Chase and the "Investment Banks" are (i) Solomon Smith Barney, (ii) Merrill Lynch, (iii) Bear Stearns, (iv) Barclays and (v) Morgan Stanley, if the AT&T-Comcast Merger has closed at such time, or Credit 10

"Prior Partnership Interest" means a Partnership Interest in the Partnership held by a Partner prior to the exchange described in Section 4.1 hereof. "Pro Rata Time" means the time at which the MediaOne Capital Account balance is equal to the MediaOne Target Capital Account balance. "Protected Person" shall mean each of the following Persons: the Partners and their Affiliates and their respective stockholders and Agents. "Quarterly Payment Date" means March 31, June 30, September 30 and December 31, provided that, at any time that any such date falls on a day other than a Business Day, the Quarterly Payment Date shall mean the first Business Day following such date. In the event that a December 31 Quarterly Payment Date is adjusted pursuant to the proviso of the preceding sentence, for purposes of allocations of Preferred Profit pursuant to Section 6, the

"Prior Partnership Interest" means a Partnership Interest in the Partnership held by a Partner prior to the exchange described in Section 4.1 hereof. "Pro Rata Time" means the time at which the MediaOne Capital Account balance is equal to the MediaOne Target Capital Account balance. "Protected Person" shall mean each of the following Persons: the Partners and their Affiliates and their respective stockholders and Agents. "Quarterly Payment Date" means March 31, June 30, September 30 and December 31, provided that, at any time that any such date falls on a day other than a Business Day, the Quarterly Payment Date shall mean the first Business Day following such date. In the event that a December 31 Quarterly Payment Date is adjusted pursuant to the proviso of the preceding sentence, for purposes of allocations of Preferred Profit pursuant to Section 6, the payment shall be deemed to be paid on December 31. "Residual Net Loss" for a Fiscal Year means (a) in any Fiscal Year for which the Partnership has a Net Loss, an amount equal to (w) the Net Loss of the Partnership for such Fiscal Year, minus (i.e., the amount of the Net Loss is increased by) (x) the aggregate amount of Preferred Profit allocated pursuant to Section 6.2(a) for such Fiscal Year; and (b) in any Fiscal Year for which the Partnership has Net Profit, an amount equal to the excess, if any, of (y) the amount of Preferred Profit allocated pursuant to Section 6.2(a) for such Fiscal Year, over (z) the Net Profit of the Partnership for such Fiscal Year. "Residual Net Profit" for a Fiscal Year means the excess, if any, of (a) the Net Profit of the Partnership for such Fiscal Year, over (b) the aggregate amount of Preferred Profit allocated pursuant to Section 6.2(a) for such Fiscal Year. "Restructuring Agreement" means the Restructuring Agreement, dated as of August 20, 2002, by and among AOLTW, the Partnership and the other parties thereto. "Subsidiary" means, with respect to any Person, any other Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person; provided that with respect to any Person, a Disposition Trust, all of the ownership interests of which are owned directly or indirectly by such Person (and any Subsidiary of such Disposition Trust) shall be deemed to be a Subsidiary of such Person. Suisse First Boston, if the AT&T-Comcast Merger has not closed at such time. If the Calculation Agent or any of the Investment Banks (each an "Institution") is sold to or merged with another entity, such successor entity shall be deemed the Calculation Agent or Investment Bank, as the case may be; provided that if one or more of the Institutions is either (a) merged into or acquired by another Institution or (b) ceases to exist or no longer performs the services contemplated to be provided hereunder, the parties will promptly agree on substitute Institutions. 11

"Tax Advance Amount" for any Partner means the Tax Amount for the relevant Fiscal Year, multiplied by such Partner's Percentage Interest. "Tax Amount" means, for any Fiscal Year, the amount obtained by multiplying (x) the Tax Rate for such Fiscal Year by (y) the excess, if any, of (i) the cumulative taxable income of the Partnership for all Fiscal Years, or portions thereof commencing on or after the date hereof, including the current Fiscal Year, allocated to all Partners other than with respect to the Preferred Component, over (ii) the cumulative taxable loss of the Partnership for all prior Fiscal Years or portions thereof commencing on or after the date hereof, allocated to all Partners other than with respect to the Preferred Component, to the extent such excess has not previously been taken into account in determining the Tax Amount for a prior Fiscal Year or a portion thereof.

"Tax Advance Amount" for any Partner means the Tax Amount for the relevant Fiscal Year, multiplied by such Partner's Percentage Interest. "Tax Amount" means, for any Fiscal Year, the amount obtained by multiplying (x) the Tax Rate for such Fiscal Year by (y) the excess, if any, of (i) the cumulative taxable income of the Partnership for all Fiscal Years, or portions thereof commencing on or after the date hereof, including the current Fiscal Year, allocated to all Partners other than with respect to the Preferred Component, over (ii) the cumulative taxable loss of the Partnership for all prior Fiscal Years or portions thereof commencing on or after the date hereof, allocated to all Partners other than with respect to the Preferred Component, to the extent such excess has not previously been taken into account in determining the Tax Amount for a prior Fiscal Year or a portion thereof. "Tax Matters Partner" has the meaning set forth in Section 9.4(b). "Tax Rate" means, at any time, and from time to time, the effective combined federal, state and local income and franchise tax that the Partnership would be required to pay on its taxable income for such year, if it were a corporation for Federal income tax purposes. "Term" has the meaning set forth in Section 2.2. "Transfer Date" means the second anniversary of the date hereof. "Treasury Regulations" means the final or temporary regulations that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code, and any successor regulations. "TWC Partnership Interest" has the meaning set forth in Section 4.1(c). "TWC Percentage Interest" means 94.3%. "Ultimate Parent" means with respect to any Person, any Parent of such Person who is not a Subsidiary of another Person. 1.2 Interpretation. In this Agreement, unless otherwise specified or where the context otherwise requires: (a) a reference to a Recital is to the relevant Recital to this Agreement, to a Section is to the relevant Section of this Agreement and to an Exhibit is to the relevant Exhibit to this Agreement; (b) words importing any gender shall include other genders; (c) words importing the singular only shall include the plural and vice versa; 12

(d) the words "include", "includes" or "including" shall be deemed to be followed by the words "without limitation"; (e) the words "hereof", "herein", "hereunder" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, clause and Exhibit references are to the Articles, clauses and Exhibits to this Agreement unless otherwise specified; (f) references to any party hereto or any other agreement or document shall include such party's successors and permitted assigns; (g) the parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by

(d) the words "include", "includes" or "including" shall be deemed to be followed by the words "without limitation"; (e) the words "hereof", "herein", "hereunder" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, clause and Exhibit references are to the Articles, clauses and Exhibits to this Agreement unless otherwise specified; (f) references to any party hereto or any other agreement or document shall include such party's successors and permitted assigns; (g) the parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provisions of this Agreement; (h) unless otherwise expressly provided herein, any contract or law defined or referred to herein or in any contract that is referred to herein means such contract or law as from time to time amended, modified or supplemented, including (in the case of a contract) by waiver or consent and (in the case of a law) by succession of comparable successor laws, and all attachments thereto and instruments incorporated therein, and any reference in this Agreement to a law shall be deemed to include any rules and regulations promulgated thereunder; and (i) the headings to Sections are inserted for convenience only and shall not affect the construction of this Agreement. ARTICLE II ORGANIZATION; PURPOSE AND POWERS 2.1 Name. (a) The business of the Partnership shall be conducted under the name of "Time Warner Entertainment Company, L.P." or such other name or names as the General Partner shall hereafter from time to time determine. No Limited Partner shall be deemed to have the right to use, and each Limited Partner agrees not to use, any of the names, marks, emblems or logos used by the Partnership, other than on behalf of the Partnership. (b) There shall be filed on behalf of the Partnership such assumed or fictitious name certificates or similar documents as may be required by Applicable Law to evidence the use of any names under which the Partnership may operate. 2.2 Term. The Partnership shall continue until dissolved as provided in Section 8.1. Such period of time as the Partnership shall remain in existence is referred to herein as the "Term." 13

2.3 Principal Office. The principal office of the Partnership shall be located at 75 Rockefeller Plaza, New York, New York 10019, or at such other or additional place or places as the General Partner shall from time to time determine. 2.4 Delaware Office; Agent for Service of Process. The address of the Partnership's registered office in the State of Delaware is Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, and the name of the registered agent for service of process of the Partnership is Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. 2.5 Purpose and Powers. (a) The nature or purpose of the business to be conducted or promoted by the Partnership is to engage in any lawful act or activity for which a limited partnership may be formed under the Act.

2.3 Principal Office. The principal office of the Partnership shall be located at 75 Rockefeller Plaza, New York, New York 10019, or at such other or additional place or places as the General Partner shall from time to time determine. 2.4 Delaware Office; Agent for Service of Process. The address of the Partnership's registered office in the State of Delaware is Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, and the name of the registered agent for service of process of the Partnership is Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. 2.5 Purpose and Powers. (a) The nature or purpose of the business to be conducted or promoted by the Partnership is to engage in any lawful act or activity for which a limited partnership may be formed under the Act. The Partnership may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Partnership to possess any purpose or power, or to do any act or thing, forbidden by law to a limited partnership formed under the laws of the State of Delaware. (b) Subject to the provisions of this Agreement, the Partnership shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, convenient or incidental to, or for the furtherance of, the purposes set forth in Section 2.5(a). ARTICLE III DISPOSITION; ADDITIONAL PARTNERS; RIGHT OF FIRST REFUSAL; WITHDRAWAL 3.1 Disposition; Additional Partners. (a) No MediaOne Partner shall Dispose of all or any of its Partnership Interest (and no additional MediaOne Partner shall be admitted to the Partnership) other than pursuant to a Permitted Transfer, provided that, in each case, any such Disposition may only occur after the Transfer Date (and prior to the Transfer Date, no MediaOne Partner shall attempt to Dispose of or enter into an agreement to Dispose of all or any portion of its Partnership Interest) and that the MediaOne Partner provides reasonably sufficient information to the Partnership with respect to and prior to any such proposed Disposition, including, without limitation, information concerning any Prospective Purchaser (as defined in the Partnership Interest Sale Agreement), to enable the Partnership to determine that such proposed Disposition complies with all of the provisions of this Section 3.1; provided, however, that, notwithstanding any other provision of this Section 3.1(a), any MediaOne Partner may, at any time (whether before or after the Transfer Date), Dispose of all or any of its Partnership Interest (i) to any Permitted Entity or (ii) pursuant to a Permitted AT&T Disposition to a Disposition Trust of which all of the ownership interests are owned, directly or indirectly, by a Permitted Entity. 14

(b) Any Limited Partner (other than a MediaOne Partner) may Dispose of all or a portion of its Partnership Interests to one or more assignees, and such assignees shall be admitted to the Partnership as additional or substitute Limited Partners. (c) Except as provided in Section 3.1(a) or 3.1(b), no additional Limited Partner shall be admitted to the Partnership without the prior written consent of the General Partner. (d) A Person admitted as a Limited Partner in accordance with this Section 3.1 shall be deemed admitted at the time that such Person (x) executes an amendment, counterpart or supplement to this Agreement (and, in the case of a transferee of a MediaOne Limited Partner, the Partnership Interest Sale Agreement) and such other instruments as the General Partner may reasonably deem necessary or desirable to evidence such Person's agreement to be bound by and to comply with the terms and provisions hereof and (y) is named on the books and records of the Partnership. (e) A transferee of the MediaOne Partner admitted as a Limited Partner pursuant to Section 3.1(a) shall succeed

(b) Any Limited Partner (other than a MediaOne Partner) may Dispose of all or a portion of its Partnership Interests to one or more assignees, and such assignees shall be admitted to the Partnership as additional or substitute Limited Partners. (c) Except as provided in Section 3.1(a) or 3.1(b), no additional Limited Partner shall be admitted to the Partnership without the prior written consent of the General Partner. (d) A Person admitted as a Limited Partner in accordance with this Section 3.1 shall be deemed admitted at the time that such Person (x) executes an amendment, counterpart or supplement to this Agreement (and, in the case of a transferee of a MediaOne Limited Partner, the Partnership Interest Sale Agreement) and such other instruments as the General Partner may reasonably deem necessary or desirable to evidence such Person's agreement to be bound by and to comply with the terms and provisions hereof and (y) is named on the books and records of the Partnership. (e) A transferee of the MediaOne Partner admitted as a Limited Partner pursuant to Section 3.1(a) shall succeed to all of the rights, and expressly assume all of the obligations of the MediaOne Partner set forth in this Agreement and the Partnership Interest Sale Agreement (or the portion of such rights and obligations being transferred as part of any partial transfer of the MediaOne Partner's Partnership Interest), and a transferee of an AOLTW Partner admitted as a Limited Partner pursuant to Section 3.1(b) shall succeed to all of the rights and expressly assume all of the obligations of the AOLTW Partner (or the portion of such rights and obligations being transferred as part of any partial transfer of AOLTW's Partnership Interest) set forth in this Agreement, in each case, including, without limitation, the rights and obligations set forth in Section 5.3. (f) Notwithstanding anything to the contrary contained in this Agreement, no transfer, within the meaning of Treas. Reg. Section 1.7704-1(a)(3), by any Partner of all or any part of its Partnership Interest may be made to any Person if such transfer (i) is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code, (ii) would result in the Partnership having more than 100 partners, determined in accordance with Treas. Reg. 1.7704-1(h), or (iii) would result in the Partnership being, or would result in a material risk that the Partnership would be, in the opinion of legal counsel to the Partnership, treated as a corporation for federal income tax purposes. 3.2 Withdrawal by Partner. Upon the withdrawal of a Partner from the Partnership for any reason, such Partner shall cease to have any further right to or interest in distributions pursuant to Article V. 3.3 Substitution of General Partner. The General Partner may Dispose all or a portion of its Partnership Interest to one or more assignees, and such assignees shall be admitted to the Partnership as additional or substitute General Partners and shall (x) succeed to all of the rights and expressly assume all of the obligations of the General Partner (or the portion of such rights and obligations being transferred as part of any partial transfer of General Partner's Partnership Interests) set forth in this Agreement and (y) be subject to all 15

of the terms and conditions applicable to General Partners of the Partnership. If the General Partner withdraws from the Partnership as the result of any such Disposition, the General Partner nonetheless shall remain liable for obligations and liabilities incurred by it as General Partner prior to the time of such withdrawal, but, from and after the time of such withdrawal, it shall be free of any obligation or liability incurred on account of the activities of the Partnership. 3.4 Change in Interests. Upon any change in the relative interests of the Partners, whether by reason of the admission or withdrawal of a Partner or otherwise, the Partners' shares of all Partnership items shall be determined, except as otherwise required by law, by an interim closing of the Partnership's books. ARTICLE IV PARTNERSHIP CAPITAL 4.1 Recapitalization of Partnership Interests. In connection with consummation of the transactions contemplated

of the terms and conditions applicable to General Partners of the Partnership. If the General Partner withdraws from the Partnership as the result of any such Disposition, the General Partner nonetheless shall remain liable for obligations and liabilities incurred by it as General Partner prior to the time of such withdrawal, but, from and after the time of such withdrawal, it shall be free of any obligation or liability incurred on account of the activities of the Partnership. 3.4 Change in Interests. Upon any change in the relative interests of the Partners, whether by reason of the admission or withdrawal of a Partner or otherwise, the Partners' shares of all Partnership items shall be determined, except as otherwise required by law, by an interim closing of the Partnership's books. ARTICLE IV PARTNERSHIP CAPITAL 4.1 Recapitalization of Partnership Interests. In connection with consummation of the transactions contemplated by the Restructuring Agreement, the Partnership shall be recapitalized as of the date hereof as follows: (a) ATC's Prior Partnership Interest, as described in Schedule 4.1, shall be converted into a Partnership Interest (the "ATC Partnership Interest"), which shall consist of a Preferred Component and a Common Component, and shall entitle it to distributions and allocations as provided in Sections 5 and 6 herein; (b) MediaOne's Prior Partnership Interest, as described in Schedule 4.1, shall be converted into a Partnership Interest (the "MediaOne Partnership Interest"), which shall entitle it to distributions and allocations as provided in Section 5 and 6 herein; and (c) TWC's Prior Partnership Interest, as described in Schedule 4.1, shall be converted into a Partnership Interest (the "TWC Partnership Interest"), which shall entitle it to distributions and allocations as provided in Sections 5 and 6 herein. ARTICLE V DISTRIBUTIONS 5.1 Mandatory Distribution of Preferred Return. The Partnership shall distribute to ATC, with respect to the Preferred Component of its Partnership Interest, on each Quarterly Payment Date, an amount equal to the Preferred Return for such quarterly period, plus any unpaid Preferred Return for any prior quarterly period. In the case of the dissolution or winding-up of the Partnership pursuant to Section 8.3, the Partnership shall distribute to ATC, with respect to its Preferred Sub-Account, on the date of such dissolution or winding-up an amount equal to the product of (i) the Preferred Return for such quarterly period and (ii) a fraction, the numerator of which is the number of days from the last day of the quarter immediately preceding the dissolution or winding-up through (and including) the date of such dissolution or winding-up, and the denominator of which is 91.25. 16

5.2 Mandatory Redemption of Preferred Component. On the Preferred Redemption Date, the Partnership shall distribute to ATC, in complete redemption of the Preferred Component of its Partnership Interest, an amount equal to the Preferred Redemption Value. 5.3 Tax Distributions. (a) After the Partnership has made distributions described in Section 5.1 and, when applicable, Section 5.2 above, the Partnership shall, at least quarterly, distribute to each Partner an amount equal to 25 percent of such Partner's Tax Advance Amount for the Fiscal Year that includes such calendar quarter (as estimated in good faith by the General Partner). (b) The General Partner's computation of each Partner's Tax Advance Amount for each year shall be revised (x) prior to each distribution pursuant to Section 5.3(a) for such year, (y) upon the filing of the Partnership's Federal

5.2 Mandatory Redemption of Preferred Component. On the Preferred Redemption Date, the Partnership shall distribute to ATC, in complete redemption of the Preferred Component of its Partnership Interest, an amount equal to the Preferred Redemption Value. 5.3 Tax Distributions. (a) After the Partnership has made distributions described in Section 5.1 and, when applicable, Section 5.2 above, the Partnership shall, at least quarterly, distribute to each Partner an amount equal to 25 percent of such Partner's Tax Advance Amount for the Fiscal Year that includes such calendar quarter (as estimated in good faith by the General Partner). (b) The General Partner's computation of each Partner's Tax Advance Amount for each year shall be revised (x) prior to each distribution pursuant to Section 5.3(a) for such year, (y) upon the filing of the Partnership's Federal income tax return for such year, and (z) upon any Determination of the taxable income of the Partnership for such year. Following such revision, (A) the Partnership shall distribute to each Partner the excess (if any) of the amount that should have been distributed to such Partner pursuant to Section 5.3(a) based on such revised estimate, over the amount actually distributed to such Partner pursuant to Section 5.3(a); or (B) each Partner shall contribute to the Partnership the excess (if any) of the amount actually distributed to such Partner pursuant to Section 5.3(a) over the amount that should have been distributed to such Partner pursuant to Section 5.3(b) based on such revised estimate. 5.4 Discretionary Distributions. Provided that, at or prior to such time, the Partnership has made in full all distributions required to have been made through such date under Sections 5.1, 5.2 and 5.3, and subject to Section 8.3, the Partnership may, in the sole and absolute discretion of the General Partner, make distributions to the Partners in proportion to their Percentage Interests. 5.5 Limitation on Distributions. (a) In no event shall a distribution be made to a Partner pursuant to Sections 5.1 through 5.4 or Section 8.3 if such distribution would cause or increase an Adjusted Capital Account Deficit with respect to the applicable Partner; provided that such distribution, plus (except with respect to distributions pursuant to Sections 5.1 or 5.2) an amount equal to interest compounded quarterly on such delayed distribution at a rate equal to the percentage used in computing the Preferred Return, shall be made as soon as, and to the extent, such distribution plus such amount would not so cause or increase an Adjusted Account Deficit; and provided, further, the General Partner is authorized to make appropriate adjustments in the allocation of items of income, gain, loss and deduction as necessary to prevent the operation of this sentence from limiting the amount otherwise distributable under this Agreement. 17

(b) Notwithstanding any provision in this Agreement to the contrary, the Partnership shall not make a distribution to any Partner on account of its Partnership Interest if such distribution would violate the Act. 5.6 No Distributions Under Original Agreement. (a) For the avoidance of doubt, as of the date hereof, the provisions contained in Sections 8.4 and 8.5 of the Original Agreement (along with all other provisions of the Original Agreement) shall have no further force and effect. (b) In the event that, following the date hereof, an adjustment is made by any Governmental Authority that results in an increase or decrease in tax owed by any Partner with respect to its Partnership Interest (as defined in the Original Agreement) for any taxable year (or portion thereof) ending on or prior to the date hereof: (i) no Partner shall have any right to additional distributions from the Partnership for any such increase in tax; and (ii) no Partner shall have any obligation to make additional contributions to the Partnership in respect of any such decrease in tax.

(b) Notwithstanding any provision in this Agreement to the contrary, the Partnership shall not make a distribution to any Partner on account of its Partnership Interest if such distribution would violate the Act. 5.6 No Distributions Under Original Agreement. (a) For the avoidance of doubt, as of the date hereof, the provisions contained in Sections 8.4 and 8.5 of the Original Agreement (along with all other provisions of the Original Agreement) shall have no further force and effect. (b) In the event that, following the date hereof, an adjustment is made by any Governmental Authority that results in an increase or decrease in tax owed by any Partner with respect to its Partnership Interest (as defined in the Original Agreement) for any taxable year (or portion thereof) ending on or prior to the date hereof: (i) no Partner shall have any right to additional distributions from the Partnership for any such increase in tax; and (ii) no Partner shall have any obligation to make additional contributions to the Partnership in respect of any such decrease in tax. ARTICLE VI CAPITAL ACCOUNTS; ALLOCATIONS 6.1 Capital Accounts. "Capital Accounts" shall be established and maintained for each Partner on the books of the Partnership and shall be maintained as provided in the definition of Capital Account. 6.2 Allocations of Preferred Profit; Residual Net Profit. The Partnership's Preferred Profit and Residual Net Profit for each Fiscal Year shall be allocated annually (and at such other times that such allocation would make a difference in connection with another allocation, distribution or other event under this Agreement) to the Partners in the following order: (a) Preferred Profit Allocation. First, Preferred Profit of the Partnership shall be allocated to ATC until ATC has been allocated Preferred Profit with respect to the Preferred Component of its Partnership Interest in the following amounts: (i) First, until ATC has received aggregate allocations of Preferred Profit pursuant to this clause (a)(i) equal to the amount of Residual Net Loss previously allocated under Subsection 6.3(b)(ii) below not previously offset by an allocation of Preferred Profit under this subsection (a)(i); and (ii) Second, until ATC has received allocations of Preferred Profit pursuant to this clause (a)(ii) equal to the cumulative amounts distributed pursuant to Section 5.1 through the end of the such Fiscal Year (or portion thereof). 18

(b) Residual Net Profit Allocation. Thereafter, Residual Net Profit of the Partnership shall be allocated as follows: (i) For all Fiscal Years or portions thereof commencing on the date hereof and ending on or before the Catch-Up Date, Residual Net Profit shall be allocated to the Partners in proportion to their Percentage Interests; (ii) For all Fiscal Years or portions thereof beginning after the Catch-Up Date and prior to the Pro Rata Time: (A) 100% of Residual Net Profit shall be allocated to MediaOne, until the Capital Account balance of MediaOne is equal to the MediaOne Target Capital Account Balance; and (B) Thereafter, Residual Net Profit shall be allocated to the Partners in proportion to their Percentage Interests. (iii) Following the Pro Rata Date, Residual Net Profit shall be allocated to the Partners in proportion to their

(b) Residual Net Profit Allocation. Thereafter, Residual Net Profit of the Partnership shall be allocated as follows: (i) For all Fiscal Years or portions thereof commencing on the date hereof and ending on or before the Catch-Up Date, Residual Net Profit shall be allocated to the Partners in proportion to their Percentage Interests; (ii) For all Fiscal Years or portions thereof beginning after the Catch-Up Date and prior to the Pro Rata Time: (A) 100% of Residual Net Profit shall be allocated to MediaOne, until the Capital Account balance of MediaOne is equal to the MediaOne Target Capital Account Balance; and (B) Thereafter, Residual Net Profit shall be allocated to the Partners in proportion to their Percentage Interests. (iii) Following the Pro Rata Date, Residual Net Profit shall be allocated to the Partners in proportion to their Percentage Interests. 6.3 Allocations of Residual Net Loss. Residual Net Loss of the Partnership for each Fiscal Year shall be allocated annually (and at such other times that such allocation would make a difference in connection with another allocation, distribution or other event under this Agreement) to the Partners in the following order: (a) Allocations Prior to Pro Rata Time. Prior to the Pro Rata Time, Residual Net Loss of the Partnership shall be allocated between ATC and TWC, in proportion to their Percentage Interests. (b) Allocations After the Pro Rata Time. After the Pro Rata Time, Residual Net Loss of the Partnership shall be allocated as follows: (i) First, to the Partners, in proportion to their Percentage Interests, to the extent of (A) in the case of MediaOne and TWC, their positive Capital Account balances, and (B) in the case of ATC, its positive Common SubAccount balance; (ii) Next, to ATC, to the extent of its positive Preferred Sub-Account balance; and (iii) Thereafter, to the Partners, in proportion to their Percentage Interests. 6.4 Regulatory Tax Allocations. Section 704 of the Code and the Treasury Regulations issued thereunder, including the provisions of such Treasury Regulations addressing qualified income offset provisions, minimum gain chargeback requirements and allocations of deductions attributable to non-recourse debt and partner nonrecourse debt, are hereby incorporated by reference. If, as a result of the provisions of Section 704 of the Code 19

and such Treasury Regulations, items of income, gain, deduction or loss are allocated to the Partners in a manner that is inconsistent with the manner in which they intend to divide such items as reflected in Sections 6.2 and 6.3, to the extent permitted under such Treasury Regulations, items of future income and loss shall be allocated among the Partners so as to prevent such allocations from distorting the manner in which the net amounts of Partnership income, gain, deduction and loss will be divided among the Partners pursuant to this Agreement; provided, that nothing in Section 704 of the Code and such Treasury Regulations shall require a Partner to restore a deficit balance in its Capital Account. 6.5 Allocations for Tax Purposes. (a) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for Federal income tax purposes and its initial Gross Asset Value using the traditional method described in Treasury Regulations Section 1.704-3(b) in a manner consistent with the application of such method under prior practice of the Partnership.

and such Treasury Regulations, items of income, gain, deduction or loss are allocated to the Partners in a manner that is inconsistent with the manner in which they intend to divide such items as reflected in Sections 6.2 and 6.3, to the extent permitted under such Treasury Regulations, items of future income and loss shall be allocated among the Partners so as to prevent such allocations from distorting the manner in which the net amounts of Partnership income, gain, deduction and loss will be divided among the Partners pursuant to this Agreement; provided, that nothing in Section 704 of the Code and such Treasury Regulations shall require a Partner to restore a deficit balance in its Capital Account. 6.5 Allocations for Tax Purposes. (a) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for Federal income tax purposes and its initial Gross Asset Value using the traditional method described in Treasury Regulations Section 1.704-3(b) in a manner consistent with the application of such method under prior practice of the Partnership. (b) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for Federal income tax purposes and its Gross Asset Value in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder. (c) Subject to the preceding paragraphs (a) and (b), for United States Federal, state and local income tax purposes, the income, gains, losses and deductions of the Partnership shall, for each taxable period, be allocated among the Partners in the same manner and in the same proportion that such items have been allocated among the Partners' respective Capital Accounts. ARTICLE VII MANAGEMENT 7.1 Powers of the General Partner. Except as otherwise expressly provided herein, the management and operation of the Partnership shall be vested exclusively in the General Partner, who shall have the power on behalf and in the name of the Partnership to carry out any and all of the purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary or advisable or incidental thereto. Except as otherwise expressly provided in this Agreement, the General Partner shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Partnership, all rights and powers of a general partner of a limited partnership under the Act necessary or convenient to carry out the purposes of the Partnership. 20

Any person not a party to this Agreement dealing with the Partnership shall be entitled to rely conclusively upon the power and authority of the General Partner to bind the Partnership in all respects, and to execute any and all agreements, instruments and other writings on behalf of and in the name of the Partnership. 7.2 Powers of Limited Partners. The Limited Partners shall not participate in the management or control of the business of the Partnership, or have any rights or powers with respect thereto, except those rights or powers expressly granted to them by the terms of this Agreement or those conferred on them by law. The Limited Partners shall not have the authority to bind the Partnership. 7.3 Liability of Partners. The liability of the Limited Partners shall be limited as provided in the Act and as set forth in this Agreement. Neither the General Partner nor any Limited Partner shall be obligated to restore by way of capital contribution or otherwise any deficits in its Capital Account or the Capital Account of any other Partner (if such deficits occur).

Any person not a party to this Agreement dealing with the Partnership shall be entitled to rely conclusively upon the power and authority of the General Partner to bind the Partnership in all respects, and to execute any and all agreements, instruments and other writings on behalf of and in the name of the Partnership. 7.2 Powers of Limited Partners. The Limited Partners shall not participate in the management or control of the business of the Partnership, or have any rights or powers with respect thereto, except those rights or powers expressly granted to them by the terms of this Agreement or those conferred on them by law. The Limited Partners shall not have the authority to bind the Partnership. 7.3 Liability of Partners. The liability of the Limited Partners shall be limited as provided in the Act and as set forth in this Agreement. Neither the General Partner nor any Limited Partner shall be obligated to restore by way of capital contribution or otherwise any deficits in its Capital Account or the Capital Account of any other Partner (if such deficits occur). 7.4 Exculpation and Indemnification. (a) Exculpation. To fullest extent permitted under the Act, no Protected Person shall be liable to the Partnership or any Partner for any action taken or omitted to be taken by it or by any other Partner or other Person with respect to the Partnership. Notwithstanding the immediately preceding sentence and except as otherwise expressly provided in this Agreement (including, without limitation, in Sections 10.10 and 10.11 hereof), nothing herein is intended to limit, or relieve any Partner from, any fiduciary duty applicable to such Partner under Applicable Law. Any Protected Person may (but shall not be obligated to) consult with legal counsel and accountants with respect to Partnership affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Partnership selected with reasonable care; provided, that no such Protected Person may rely upon such statements to the extent it believed that such statements were false. This Section 7.4(a) shall not be deemed to impose on any Protected Person any liability to which such Protected Person would not be subject absent this Section 7.4. (b) Indemnification. (i) To the fullest extent permitted by law, the Partnership shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against any such losses, claims, damages or liabilities, and any amounts expended in settlement of any claims approved by the General Partner, not to be unreasonably withheld (collectively, "Liabilities"), to which any Protected Person may become subject: 21

(A) by reason of any act or omission or alleged act or omission (even if negligent) performed or omitted to be performed in connection with the activities of the Partnership; (B) by reason of the fact that it is or was acting in connection with the activities of the Partnership in any capacity or that it is or was serving at the request of the Partnership as a partner, stockholder or Agent of any Person; or (C) by reason of any other act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Partnership; unless such Liability results from such Protected Person's own willful misconduct, fraud, gross negligence or willful or material breach of this Agreement. (ii) The Partnership shall promptly reimburse as incurred (and advance to the extent reasonably requested) each Protected Person for reasonable legal or other expenses of each Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for

(A) by reason of any act or omission or alleged act or omission (even if negligent) performed or omitted to be performed in connection with the activities of the Partnership; (B) by reason of the fact that it is or was acting in connection with the activities of the Partnership in any capacity or that it is or was serving at the request of the Partnership as a partner, stockholder or Agent of any Person; or (C) by reason of any other act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Partnership; unless such Liability results from such Protected Person's own willful misconduct, fraud, gross negligence or willful or material breach of this Agreement. (ii) The Partnership shall promptly reimburse as incurred (and advance to the extent reasonably requested) each Protected Person for reasonable legal or other expenses of each Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 7.4(b); provided, that such Protected Person executes a written undertaking to repay the Partnership for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 7.4(b). (iii) The provisions of this Section 7.4(b) shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 7.4(b) and regardless of any subsequent amendment to this Agreement; provided, that no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (iv) To the extent available on commercially reasonable terms, the General Partner may purchase, at the Partnership's expense, insurance (including liability insurance policies and errors and omissions policies) to cover Liabilities covered by the foregoing indemnification provisions and to otherwise cover Liabilities for any breach or alleged breach by any Protected Person of its duties in such amount and with such deductibles as the General Partner may determine in its discretion; the failure to obtain such insurance shall not affect the right to indemnification of any Protected Person under the indemnification provisions contained herein. Any such insurance may extend beyond the termination of the Partnership. 22

7.5 Certain Tax Matters. (a) Change in Law. In the event that a change in Applicable Law could result in taxation of the Partnership as a C Corporation, the Limited Partners and the General Partner shall cooperate in good faith to restructure the Partnership to avoid such treatment. (b) Section 754 Election. The General Partner may make an election under Section 754 of the Code. The Partnership shall make an election under Section 754 of the Code in connection with any transfer of Partnership Interests permitted under this Agreement if such election is requested by the transferring party. 7.6 Transactions with General Partner. Except as provided in this Agreement, all transactions between the General Partner or any of its Subsidiaries (other than the Partnership and its Subsidiaries), on the one hand, and the Partnership or any of its Subsidiaries, on the other hand, shall be conducted on an arm's-length basis, except that any management, corporate or similar services provided to the Partnership by the General Partner shall be provided on a no mark-up basis, it being understood that the foregoing shall not preclude fair allocations of administrative and other costs and general overhead. ARTICLE VIII DISSOLUTION OF THE PARTNERSHIP 8.1 Dissolution. A dissolution of the Partnership shall take place upon the first to occur of: (i) a determination by

7.5 Certain Tax Matters. (a) Change in Law. In the event that a change in Applicable Law could result in taxation of the Partnership as a C Corporation, the Limited Partners and the General Partner shall cooperate in good faith to restructure the Partnership to avoid such treatment. (b) Section 754 Election. The General Partner may make an election under Section 754 of the Code. The Partnership shall make an election under Section 754 of the Code in connection with any transfer of Partnership Interests permitted under this Agreement if such election is requested by the transferring party. 7.6 Transactions with General Partner. Except as provided in this Agreement, all transactions between the General Partner or any of its Subsidiaries (other than the Partnership and its Subsidiaries), on the one hand, and the Partnership or any of its Subsidiaries, on the other hand, shall be conducted on an arm's-length basis, except that any management, corporate or similar services provided to the Partnership by the General Partner shall be provided on a no mark-up basis, it being understood that the foregoing shall not preclude fair allocations of administrative and other costs and general overhead. ARTICLE VIII DISSOLUTION OF THE PARTNERSHIP 8.1 Dissolution. A dissolution of the Partnership shall take place upon the first to occur of: (i) a determination by the General Partner in its sole and absolute discretion to dissolve the Partnership; (ii) the transfer or sale of all or substantially all of the Partnership's assets; or (iii) the occurrence of any circumstances that by Applicable Law requires a dissolution of the Partnership; provided, that the General Partner shall not, without the consent of the MediaOne Partners holding a majority of the MediaOne Partnership Interest, take any action which would cause, or would reasonably be expected to cause, the liquidation, dissolution, winding up or Bankruptcy (under clause (i) of the definition thereof) of the Partnership (each a "Dissolution Action"), or permit any Dissolution Action to be taken prior to the third anniversary of the date hereof, and thereafter only upon at least five (5) days' notice to the MediaOne Partners; provided, further, that the General Partner shall not, without the consent of the MediaOne Partners holding a majority of the MediaOne Partnership Interest, take or permit to be taken any Dissolution Action, unless a Dissolution Action has previously been commenced in accordance with this Section 8.1, during any period commencing on the date that any MediaOne Partner initiates its right to Dispose of its Partnership Interest pursuant to Section 3 or 4 of the Partnership Interest Sale Agreement through and until the earlier of (i) the closing of such Disposition in accordance with Section 3 or 4, as applicable, of the Partnership Interest Sale Agreement and (ii) the final date upon which Section 3 or 4, as applicable, of the Partnership Interest Sale Agreement requires such a closing to take place (provided that the General Partner shall not take or permit to be taken any Dissolution Action during any period of delay in such closing which results directly from a breach by AOLTW or TWC of its obligations under the Partnership Interest Sale Agreement). 23

8.2 Resignation. Subject to Section 8.1, each Partner covenants and agrees that it will not withdraw or resign from the Partnership or do anything that would otherwise terminate the Partnership without the prior consent of the other Partners (such consent not to be unreasonably withheld or delayed). 8.3 Winding-Up of the Partnership. Upon any dissolution of the Partnership, the following shall be accomplished: (a) The chief financial officer of the Partnership shall be directed to prepare a balance sheet of the Partnership in accordance with GAAP as of the date of dissolution, which shall be reported upon by the Accountants. (b) To the extent that the General Partner determines that any or all of the assets of the Partnership shall be sold, such assets shall be sold as promptly as possible, but in an orderly and business-like manner so as not to involve undue sacrifice. Prior to any such determination, the Partners shall discuss in good faith the in-kind distribution of some or all of the Partnership's assets, to the extent one or more Partners desire to acquire such assets. If the Partners are unable to agree on an equitable distribution of such assets among the Partners, such assets shall be sold in accordance with the first sentence of this clause (b); provided that each Partner shall be given the right to

8.2 Resignation. Subject to Section 8.1, each Partner covenants and agrees that it will not withdraw or resign from the Partnership or do anything that would otherwise terminate the Partnership without the prior consent of the other Partners (such consent not to be unreasonably withheld or delayed). 8.3 Winding-Up of the Partnership. Upon any dissolution of the Partnership, the following shall be accomplished: (a) The chief financial officer of the Partnership shall be directed to prepare a balance sheet of the Partnership in accordance with GAAP as of the date of dissolution, which shall be reported upon by the Accountants. (b) To the extent that the General Partner determines that any or all of the assets of the Partnership shall be sold, such assets shall be sold as promptly as possible, but in an orderly and business-like manner so as not to involve undue sacrifice. Prior to any such determination, the Partners shall discuss in good faith the in-kind distribution of some or all of the Partnership's assets, to the extent one or more Partners desire to acquire such assets. If the Partners are unable to agree on an equitable distribution of such assets among the Partners, such assets shall be sold in accordance with the first sentence of this clause (b); provided that each Partner shall be given the right to submit a bid for such assets and shall be entitled to purchase such assets if its bid, as reasonably determined by the General Partner, is the most favorable to the Partnership of all bids submitted. In connection with the foregoing, the General Partner shall take reasonable steps to provide each Partner with the opportunity to submit a bid for the purchase of the Partnership's assets or any portion thereof. (c) The Capital Account of each Partner shall be adjusted to take into account the Net Profit or Net Loss resulting from the sale or distribution in-kind of the assets of the Partnership. (d) The proceeds of sale of the assets of the Partnership and all other remaining assets of the Partnership shall be applied and distributed as follows, and in the following order of priority: (i) first, to the extent not otherwise adequately provided for, to the payment of all debts and liabilities of the Partnership and the expenses of liquidation and to the setting up of any reserves which are reasonably necessary for any contingent liabilities or obligations of the Partnership or Partners arising out of, or in connection with, the Partnership; and (ii) second, to ATC with respect to its Preferred Sub-Account to the extent of the Preferred Redemption Value; (iii) third, pro rata to the Partners with respect to their Capital Account balances, to the extent of their positive Capital Account balances; and (iv) thereafter, to the Partners, in proportion to their Percentage Interests. 24

(e) The Partnership shall terminate when all property and assets owned by the Partnership to be sold or distributed shall have been disposed of, and the net sale proceeds, after payment of or provision for the amounts specified in Sections 8.3(d)(i) and 8.3(d)(ii), and any assets to be distributed in-kind shall have been distributed to the Partners as provided herein. 8.4 No Recourse Against any Partner. A Partner shall look solely to the assets of the Partnership for the return of its investment, and if the property of the Partnership remaining after the payment or discharge of the debts and liabilities of the Partnership is insufficient to return such investment, it shall have no recourse against any other Partner. Distributions upon dissolution of the Partnership will constitute a complete return to the Partners of their interests in the profits of the Partnership and their Capital Contributions, a final and complete distribution to the Partners of all of their interests in the Partnership properties and its other assets and a final termination and settlement of all of the Partners' other interests in the Partnership. ARTICLE IX BOOKS AND RECORDS

(e) The Partnership shall terminate when all property and assets owned by the Partnership to be sold or distributed shall have been disposed of, and the net sale proceeds, after payment of or provision for the amounts specified in Sections 8.3(d)(i) and 8.3(d)(ii), and any assets to be distributed in-kind shall have been distributed to the Partners as provided herein. 8.4 No Recourse Against any Partner. A Partner shall look solely to the assets of the Partnership for the return of its investment, and if the property of the Partnership remaining after the payment or discharge of the debts and liabilities of the Partnership is insufficient to return such investment, it shall have no recourse against any other Partner. Distributions upon dissolution of the Partnership will constitute a complete return to the Partners of their interests in the profits of the Partnership and their Capital Contributions, a final and complete distribution to the Partners of all of their interests in the Partnership properties and its other assets and a final termination and settlement of all of the Partners' other interests in the Partnership. ARTICLE IX BOOKS AND RECORDS 9.1 Fiscal Year. The books and records of the Partnership shall be kept on an accrual basis consistent with the Fiscal Year of the Partnership. 9.2 Maintenance of Books and Records. At all times during the Term, the General Partner shall cause to be kept, at the principal office of the Partnership, full and complete books of account. The books of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions of the Partnership are executed in accordance with the general or specific authorization of the General Partner or the officers of the Partnership, consistent with the provisions of this Agreement; and (b) transactions of the Partnership are recorded in such form and manner as will (i) permit preparation of income and franchise tax returns of the Partners in their respective appropriate jurisdictions and information returns in accordance with this Agreement and as required by law, (ii) permit preparation of the Partnership's financial statements in a manner consistent with the manner in which AOLTW prepares its financial statements, subject to such changes as are necessitated by the transactions contemplated hereby, and (iii) maintain accountability for the Partnership's assets. 9.3 Financial Statements; Tax Matters. (a) Annual Statements. As soon as practicable following the end of each fiscal year but in any event within 120 days after the end of such fiscal year, the General Partner shall cause to be prepared and delivered to each Partner an audited statement of income (loss) of the Partnership and a statement of cash flow for such fiscal year, and an audited balance sheet of the Partnership as of the end of such fiscal year, including the 25

footnotes thereto, each prepared in accordance with GAAP and accompanied by the Accountants' report thereon. (b) Quarterly Statements. As soon as practicable following the end of each fiscal quarter (other than the last fiscal quarter of each fiscal year) but in any event within 60 days after the end of such fiscal quarter, the General Partner shall cause to be prepared and delivered to each Partner a statement of income (loss) of the Partnership for such quarter and for the year to date and an unaudited balance sheet of the Partnership as of the end of such quarter, together with a certificate of the chief financial officer of the Partnership to the effect that such financial statements have been prepared under his supervision and that, although such financial statements do not contain the footnotes and other disclosures required by GAAP, such financial statements, in his judgment, except as disclosed in the notes to such financial statements, fairly present in all material respects the interim results of operations and financial position of the Partnership for the period and as of the date indicated, subject to normal audit adjustments.

footnotes thereto, each prepared in accordance with GAAP and accompanied by the Accountants' report thereon. (b) Quarterly Statements. As soon as practicable following the end of each fiscal quarter (other than the last fiscal quarter of each fiscal year) but in any event within 60 days after the end of such fiscal quarter, the General Partner shall cause to be prepared and delivered to each Partner a statement of income (loss) of the Partnership for such quarter and for the year to date and an unaudited balance sheet of the Partnership as of the end of such quarter, together with a certificate of the chief financial officer of the Partnership to the effect that such financial statements have been prepared under his supervision and that, although such financial statements do not contain the footnotes and other disclosures required by GAAP, such financial statements, in his judgment, except as disclosed in the notes to such financial statements, fairly present in all material respects the interim results of operations and financial position of the Partnership for the period and as of the date indicated, subject to normal audit adjustments. (c) Estimated Returns. The Partnership shall provide each Partner with such information as such Partner shall reasonably request to enable it to comply on a timely basis with its estimated tax obligations. 9.4 Tax Allocations and Reports. (a) As soon as practicable following the end of each Fiscal Year, but in no event later than seven calendar months following the end of such Fiscal Year, the General Partner shall cause to be prepared and delivered to each Partner a preliminary draft Schedule K-1 of the Partnership. As soon as practicable thereafter, the General Partner shall cause to be prepared and delivered to each Partner a final Schedule K-1. Upon the written request of any such Partner and at the expense of such Partner, the Partnership will use reasonable efforts to deliver or cause to be delivered, at such time and in the format as such Partner shall reasonably request, any additional information necessary for the preparation of any state, local and foreign income tax return which must be filed by such Partner. (b) To the extent applicable, the Partnership hereby designates the General Partner to act as the "Tax Matters Partner" (as defined in Section 6231(a)(7) of the Code) in accordance with Sections 6221 through 6233 of the Code for all Fiscal Years or portions thereof commencing on or after the date hereof. The Tax Matters Partner for all Fiscal Years or portions thereof ending on or prior to the date hereof shall be a former General Partner of the Partnership, WCI. The Tax Matters Partner is authorized and required to represent the Partnership (at the Partnership's expense) in connection with all examinations of the Partnership's affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Each Partner agrees to cooperate with the Tax Matters Partner and to do or refrain from doing any or all things reasonably requested by the Tax Matters Partner with respect to the conduct of such proceedings. Subject to the foregoing proviso, the Tax Matters Partner will have reasonable discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing 26

authority. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax or interest imposed with respect to such taxes) will be paid by such Partner, and if paid by the Partnership, will be recoverable from such Partner (including by offset against distributions otherwise payable to such Partner). The Tax Matters Partner shall take reasonable action to cause each other Partner to be treated as a "notice partner" within the meaning of Section 6231(a)(8) of the Code. Each such Partner shall have the right to participate in any administrative proceeding and any discussions with the Internal Revenue Service at its own expense. The Tax Matters Partner shall determine in good faith and consistent with any fiduciary duties it has to all Partners whether to make or revoke any available election pursuant to the Code. Each Partner will, upon request, supply the information necessary to give proper effect to any such election. (c) Each of the Partners and the Partnership shall take no action or position (whether on a tax return or otherwise) inconsistent with, and shall make or cause to be made all applicable elections with respect to (i) the treatment of the Partnership as a partnership; and (ii) the treatment of the Partnership as not a publicly traded partnership for federal income tax purposes.

authority. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax or interest imposed with respect to such taxes) will be paid by such Partner, and if paid by the Partnership, will be recoverable from such Partner (including by offset against distributions otherwise payable to such Partner). The Tax Matters Partner shall take reasonable action to cause each other Partner to be treated as a "notice partner" within the meaning of Section 6231(a)(8) of the Code. Each such Partner shall have the right to participate in any administrative proceeding and any discussions with the Internal Revenue Service at its own expense. The Tax Matters Partner shall determine in good faith and consistent with any fiduciary duties it has to all Partners whether to make or revoke any available election pursuant to the Code. Each Partner will, upon request, supply the information necessary to give proper effect to any such election. (c) Each of the Partners and the Partnership shall take no action or position (whether on a tax return or otherwise) inconsistent with, and shall make or cause to be made all applicable elections with respect to (i) the treatment of the Partnership as a partnership; and (ii) the treatment of the Partnership as not a publicly traded partnership for federal income tax purposes. ARTICLE X MISCELLANEOUS 10.1 Confidential Information. For so long as any Limited Partner is a party to this Agreement each Limited Partner shall, and shall use its reasonable best efforts to cause its Affiliates and its and their respective Agents to, keep secret and hold in strictest confidence any and all confidential information relating to the Partnership Business that is proprietary to the Partnership, other than the following: (i) information that has become generally available to the public other than as a result of a disclosure by such Limited Partner, its Affiliates or its Agents; (ii) information that becomes available to such Limited Partner or an Agent of such Limited Partner on a nonconfidential basis from a third party having, to such Partner's knowledge, no obligation of confidentiality to a party to this Agreement or the Partnership and which, to such Partner's knowledge, has not itself received such information directly or indirectly in breach of any such obligation of confidentiality; (iii) information that is required to be disclosed by Applicable Law, judicial order or pursuant to any listing agreement with, or the rules or regulations of, any securities exchange or quotation system on which securities of such Limited Partner or any such Affiliate are listed or traded; provided that the party making such disclosure or whose Affiliates or Agents are making such disclosure shall notify the other parties and the Partnership as promptly as practicable (and, if possible, prior to making such disclosure) and shall use its reasonable best efforts to 27

limit the scope of such disclosure and seek confidential treatment of the information to be disclosed; and (iv) reasonable disclosures made in good faith to a prospective transferee of such Partner's Partnership Interest in connection with a potential Permitted Transfer; provided that prior to any such disclosure such prospective transferee executes a confidentiality agreement in form and substance reasonably acceptable to the Partnership. 10.2 Amendments; Waiver. Except as otherwise expressly provided in this Agreement, any provision of this Agreement (other than this Section 10.2, Section 10.3 and Section 10.10) may be amended or waived if, but only if, such amendment is in writing and signed by the General Partner; provided, however, that: (a) any amendment to or waiver of any provision of this Agreement that would increase the liabilities or obligations of any Limited Partner shall require the written consent of such Limited Partner; (b) any amendment to or waiver of any provision that would alter the allocations to Capital Accounts, or the distributions from the Partnership shall require the written consent of each Limited Partner who would be

limit the scope of such disclosure and seek confidential treatment of the information to be disclosed; and (iv) reasonable disclosures made in good faith to a prospective transferee of such Partner's Partnership Interest in connection with a potential Permitted Transfer; provided that prior to any such disclosure such prospective transferee executes a confidentiality agreement in form and substance reasonably acceptable to the Partnership. 10.2 Amendments; Waiver. Except as otherwise expressly provided in this Agreement, any provision of this Agreement (other than this Section 10.2, Section 10.3 and Section 10.10) may be amended or waived if, but only if, such amendment is in writing and signed by the General Partner; provided, however, that: (a) any amendment to or waiver of any provision of this Agreement that would increase the liabilities or obligations of any Limited Partner shall require the written consent of such Limited Partner; (b) any amendment to or waiver of any provision that would alter the allocations to Capital Accounts, or the distributions from the Partnership shall require the written consent of each Limited Partner who would be adversely affected by such amendment; (c) any amendment to or waiver of any provision which discriminates against any Limited Partner, or adversely affects the value or rights of one Limited Partner in the Partnership, in relation to one or more of the other Partners shall require the written consent of such Limited Partner; and (d) any amendment of Section 7.4, 7.6 or 8.1 shall require the consent of the MediaOne Partners holding a majority of the MediaOne Partnership Interests. Promptly after any change or amendment or waiver in accordance with this Section 10.2, the General Partner shall send a written notice to each Limited Partner describing such change or amendment or waiver in reasonable detail. Any amendment of this Section 10.2 shall require the written consent of all of the Partners. 10.3 Additional Issuances. The Partnership, in the sole and absolute discretion of the General Partner, shall be permitted to issue additional equity of the Partnership, provided, that any Partnership Interest so issued shall be at Fair Market Value. Notwithstanding Section 10.2, the General Partner may authorize the amendment of this Agreement as necessary to reflect any such issuance of equity of the Partnership. Any amendment of this Section 10.3 shall require the written consent of all of the Partners. To the extent applicable, the provisions of this Section 10.3 shall be subject to the provisions of Article VI of the Bylaws of the General Partner or Section 7.6 of this Agreement. 10.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Partners. 28

10.5 No Waiver. No failure or delay by any Partner in exercising any right, power or privilege hereunder shall operate as a waiver hereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law. 10.6 Severability. If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible. 10.7 No Right to Set-Off. No Partner shall be entitled to offset against any of its financial obligations to the

10.5 No Waiver. No failure or delay by any Partner in exercising any right, power or privilege hereunder shall operate as a waiver hereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law. 10.6 Severability. If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible. 10.7 No Right to Set-Off. No Partner shall be entitled to offset against any of its financial obligations to the Partnership under this Agreement, any obligation owed to it or any of its Affiliates by any other Partner or any of such other Partner's Affiliates. 10.8 Survival of Rights, Duties and Obligations. The dissolution or termination of the Partnership for any reason shall not release any Partner from any liability, which at the time of dissolution or termination had already accrued to any other party or parties or which thereafter may accrue in respect of any act or omission prior to such dissolution or termination. 10.9 Further Assurances. Each of the parties to this Agreement hereby agrees to execute and deliver all such other and additional instruments and documents and to do such other acts and things as may be reasonably necessary more fully to effectuate the Partnership and this Agreement. In addition, each party hereto agrees to use its commercially reasonable efforts to cooperate with the other parties in obtaining any regulatory approvals necessary for any Disposition of Partnership Interests permitted by this Agreement.. 10.10 Competing Activities. Except as otherwise expressly provided in an agreement between or among the Partnership and any Partner or Partners, (i) the Partners, including, the General Partner and its officers, directors, agents, stockholders, members, partners and Affiliates, may engage or invest in, independently or with others, any business activity of any type or description, including those that might be the same as or similar to the Partnership Business or the business of any Subsidiary of the Partnership; (ii) neither the Partnership, any Subsidiary of the Partnership nor any Partner of the Partnership shall have any right in or to such business activities or ventures or to receive or share in any income or proceeds derived therefrom; and (iii) to the extent required by applicable law in order to effectuate the purpose of this provision, the Partnership shall have no interest or expectancy, and specifically renounces any interest or expectancy, in any such business activities or ventures. 29

10.11 Corporate Opportunities. If any Protected Person (or, as set forth below, any of such Protected Person's officers, directors, agents, stockholders, members or partners) acquires knowledge of a potential transaction or matter which may be a Corporate Opportunity or otherwise is then exploiting any Corporate Opportunity, the Partnership shall have no interest in such Corporate Opportunity and no expectancy that such Corporate Opportunity be offered to the Partnership, any such interest or expectancy being hereby renounced, so that, as a result of such renunciation, and for the avoidance of doubt, such Person (i) shall have no duty to communicate or present such Corporate Opportunity to the Partnership, (ii) shall have the right to hold any such Corporate Opportunity for its (and/or its officers', directors', agents', stockholders', members' or partners') own account or to recommend, sell, assign or transfer such Corporate Opportunity to Persons other than the Partnership or any Subsidiary of the Partnership, and (iii) shall not breach any fiduciary duty to the Partnership, in such Person's capacity as the General Partner of the Partnership or otherwise, by reason of the fact that such Person pursues or acquires such Corporate Opportunity for itself, directs, sells, assigns or transfers such Corporate Opportunity to another Person, or does not communicate information regarding such Corporate Opportunity to the Partnership. 10.12 Guarantees. Each of AOLTW and AT&T agrees that it shall cause the AOLTW Partner and the MediaOne Partner, as applicable, (and any direct or indirect transferee of such Partner) to comply with all of the

10.11 Corporate Opportunities. If any Protected Person (or, as set forth below, any of such Protected Person's officers, directors, agents, stockholders, members or partners) acquires knowledge of a potential transaction or matter which may be a Corporate Opportunity or otherwise is then exploiting any Corporate Opportunity, the Partnership shall have no interest in such Corporate Opportunity and no expectancy that such Corporate Opportunity be offered to the Partnership, any such interest or expectancy being hereby renounced, so that, as a result of such renunciation, and for the avoidance of doubt, such Person (i) shall have no duty to communicate or present such Corporate Opportunity to the Partnership, (ii) shall have the right to hold any such Corporate Opportunity for its (and/or its officers', directors', agents', stockholders', members' or partners') own account or to recommend, sell, assign or transfer such Corporate Opportunity to Persons other than the Partnership or any Subsidiary of the Partnership, and (iii) shall not breach any fiduciary duty to the Partnership, in such Person's capacity as the General Partner of the Partnership or otherwise, by reason of the fact that such Person pursues or acquires such Corporate Opportunity for itself, directs, sells, assigns or transfers such Corporate Opportunity to another Person, or does not communicate information regarding such Corporate Opportunity to the Partnership. 10.12 Guarantees. Each of AOLTW and AT&T agrees that it shall cause the AOLTW Partner and the MediaOne Partner, as applicable, (and any direct or indirect transferee of such Partner) to comply with all of the obligations of such Partner hereunder. AT&T further agrees that it will continue to own directly and indirectly a majority of the equity and other ownership interests of each MediaOne Partner (or, if such MediaOne Partner is a Disposition Trust, of a Person that owns all of the ownership interests of in such Disposition Trust) until such time as such MediaOne Partner shall have Disposed of its Partnership Interests to any Person who is not an Affiliate of such MediaOne Partner in accordance with Section 3.1; provided that AT&T may Dispose of all of its equity interests in the MediaOne Partner or any Parent thereof in connection with a sale or transfer of all or substantially all of its broadband business if the transferee thereof (and, if such transferee is a Subsidiary of another Person, then such transferee's Ultimate Parent) agrees in writing to succeed to the benefits of and be bound by all of the terms and conditions binding upon or to the benefit of AT&T under this Agreement and the Partnership Interest Sale Agreement. TWC will continue to own, directly or indirectly, a majority of the equity of the Partnership through and until the third anniversary of the date hereof and thereafter shall not take any action that would result in TWC ceasing to own, directly or indirectly, a majority of the equity of the Partnership unless it provides at least five (5) days' notice to the MediaOne Partners; provided, however, that TWC shall not, without the consent of the MediaOne Partners holding a majority of the MediaOne Partnership Interest, take any such action, unless such action has previously been commenced in accordance with this Section 10.12, during any period commencing on the date that any MediaOne Partner initiates its right to Dispose of its Partnership Interest pursuant to Section 3 or 4 of the Partnership Interest Sale Agreement through and until the earlier of (i) the closing of such Disposition in accordance with Section 3 or 4, as applicable, of the Partnership Interest Sale Agreement and (ii) the final date upon which Section 3 or 4, as applicable, of the Partnership Interest Sale Agreement requires such a closing to take place (provided that TWC shall not take or permit to be taken any such action during any period of delay in such closing which results directly 30

from a breach by AOLTW or TWC of its obligations under the Partnership Interest Sale Agreement). 10.13 Effect of AT&T - Comcast Merger.(5) Upon consummation of the AT&T - Comcast Merger, the parties hereto acknowledge and agree that all of AT&T Corp.'s rights and obligations hereunder will automatically and without further action of any of the parties hereto be assigned to and assumed by AT&T Comcast. Upon execution of this Agreement by AT&T Comcast, AT&T Comcast will replace AT&T Corp. as a party hereto, and AT&T Corp. shall automatically be released from any and all of its obligations under this Agreement, and each party hereto shall execute and deliver such instruments as are reasonably requested by AT&T Corp. to evidence such release. 10.14 Notices. All notices, requests and other communications to any party hereto shall be in writing (including facsimile transmission) and shall be given,
if to AOLTW: AOL Time Warner Inc. 75 Rockefeller Center Plaza New York, New York 10019 Attention: Executive Vice President

from a breach by AOLTW or TWC of its obligations under the Partnership Interest Sale Agreement). 10.13 Effect of AT&T - Comcast Merger.(5) Upon consummation of the AT&T - Comcast Merger, the parties hereto acknowledge and agree that all of AT&T Corp.'s rights and obligations hereunder will automatically and without further action of any of the parties hereto be assigned to and assumed by AT&T Comcast. Upon execution of this Agreement by AT&T Comcast, AT&T Comcast will replace AT&T Corp. as a party hereto, and AT&T Corp. shall automatically be released from any and all of its obligations under this Agreement, and each party hereto shall execute and deliver such instruments as are reasonably requested by AT&T Corp. to evidence such release. 10.14 Notices. All notices, requests and other communications to any party hereto shall be in writing (including facsimile transmission) and shall be given,
if to AOLTW: AOL Time Warner Inc. 75 Rockefeller Center Plaza New York, New York 10019 Attention: Executive Vice President and General Counsel Fax: (212) 258-3172 Time Warner Cable Inc. 75 Rockefeller Center Plaza New York, New York 10019 Attention: Executive Vice President and General Counsel Fax: (212) 258-3172 With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 if to AT&T Corp. prior to closing of the AT&T-Comcast Merger, to: AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Attention: Corporate Secretary Fax: (908) 953-8360

(5) In the event that the AT&T - Comcast Merger is consummated prior to the execution of this Agreement, this Section 10.13 shall be deleted and the Section numbers in the remainder of the document shall be appropriately adjusted. 31
With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Trevor S. Norwitz Fax: (212) 403-2000 if to AT&T Comcast after closing of the AT&T-Comcast Merger, to: AT&T Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to: Davis Polk & Wardwell

With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Trevor S. Norwitz Fax: (212) 403-2000 if to AT&T Comcast after closing of the AT&T-Comcast Merger, to: AT&T Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Dennis S. Hersch William L. Taylor Fax: (212) 450-4800

or such other address or facsimile number as such party hereto may hereafter specify for such purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. 10.15 Counterparts; Effectiveness. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. 10.16 No Right to Partition. The Partners, on behalf of themselves and their shareholders, partners, successors and assigns, if any, hereby specifically renounce, waive and forfeit all rights, whether arising under contract or statute or by operation of law, except as otherwise expressly provided in this Agreement, to seek, bring or maintain any action in any court of law or equity for partition of the Partnership or any asset of the Partnership, or any interest which is considered to be Partnership property, regardless of the manner in which title to such property may be held. 10.17 Entire Agreement; No Third Party Beneficiaries. (a) This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and 32

understandings, both oral and written, between the parties with respect to such subject matter. (b) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 10.18 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (other than its rules of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby), and specifically, the Partnership shall be subject to the provisions of the Act, except to the extent modified by the provisions hereof. 33

understandings, both oral and written, between the parties with respect to such subject matter. (b) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 10.18 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (other than its rules of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby), and specifically, the Partnership shall be subject to the provisions of the Act, except to the extent modified by the provisions hereof. 33

IN WITNESS WHEREOF, all of the parties hereto have executed this Agreement, effective as of the date first written above; provided, however, AT&T and AOLTW are parties to this Agreement solely for purposes of being bound by Section 10.12 hereof and WCI is a party to this Agreement solely for purposes of Section 9.4 hereof. TIME WARNER CABLE INC. By: Name:

Title: AMERICAN TELEVISION & COMMUNICATIONS CORPORATION By: Name:

Title: MEDIAONE OF COLORADO, INC. By: Name:

Title: AT&T CORP. By: Name:

Title: AOL TIME WARNER INC.

IN WITNESS WHEREOF, all of the parties hereto have executed this Agreement, effective as of the date first written above; provided, however, AT&T and AOLTW are parties to this Agreement solely for purposes of being bound by Section 10.12 hereof and WCI is a party to this Agreement solely for purposes of Section 9.4 hereof. TIME WARNER CABLE INC. By: Name:

Title: AMERICAN TELEVISION & COMMUNICATIONS CORPORATION By: Name:

Title: MEDIAONE OF COLORADO, INC. By: Name:

Title: AT&T CORP. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: 34

WARNER COMMUNICATIONS INC. By:

WARNER COMMUNICATIONS INC. By: Name:

Title: 35

SCHEDULE 4.1(6) A. ATC's Prior Partnership Interest shall be a portion of ATC's A Sub-Account (as defined in the Original Agreement) with a value equal to the Preferred Amount plus 1% of the value of the equity of TWE net of the Preferred Amount immediately following the TWE Distribution. B. MediaOne's Prior Partnership Interest shall be the interest of MediaOne prior to the transactions contemplated by the Restructuring Agreement. C. TWC's Prior Partnership Interest shall be the aggregate partnership interests of (i) ATC and WCI (other than ATC's Prior Partnership Interest as described above in this Schedule 4.1) immediately following the TWE Distribution and (ii) the Company prior to the transactions contemplated by the Restructuring Agreement.

(6) All capitalized terms used in this Schedule 4.1 unless defined herein shall have the meanings set forth in the Restructuring Agreement.

EXHIBIT 10.5 FORM OF TIME WARNER CABLE INC. BY-LAWS ARTICLE I OFFICES Section 1. Registered Office. The registered office of TIME WARNER CABLE INC. (hereinafter called the "Corporation") in the State of Delaware shall be at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, and the registered agent shall be The Corporation Trust Company, or such other office or agent as the Board of Directors of the Corporation (the "Board") shall from time to time select. Section 2. Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by law, at such other place or places, either within or without the State of Delaware, as the Board may from time to time determine or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meeting. All meetings of the stockholders of the Corporation (the "stockholders") shall be

SCHEDULE 4.1(6) A. ATC's Prior Partnership Interest shall be a portion of ATC's A Sub-Account (as defined in the Original Agreement) with a value equal to the Preferred Amount plus 1% of the value of the equity of TWE net of the Preferred Amount immediately following the TWE Distribution. B. MediaOne's Prior Partnership Interest shall be the interest of MediaOne prior to the transactions contemplated by the Restructuring Agreement. C. TWC's Prior Partnership Interest shall be the aggregate partnership interests of (i) ATC and WCI (other than ATC's Prior Partnership Interest as described above in this Schedule 4.1) immediately following the TWE Distribution and (ii) the Company prior to the transactions contemplated by the Restructuring Agreement.

(6) All capitalized terms used in this Schedule 4.1 unless defined herein shall have the meanings set forth in the Restructuring Agreement.

EXHIBIT 10.5 FORM OF TIME WARNER CABLE INC. BY-LAWS ARTICLE I OFFICES Section 1. Registered Office. The registered office of TIME WARNER CABLE INC. (hereinafter called the "Corporation") in the State of Delaware shall be at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, and the registered agent shall be The Corporation Trust Company, or such other office or agent as the Board of Directors of the Corporation (the "Board") shall from time to time select. Section 2. Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by law, at such other place or places, either within or without the State of Delaware, as the Board may from time to time determine or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meeting. All meetings of the stockholders of the Corporation (the "stockholders") shall be held at such place as may be determined by the Board. Section 2. Annual Meetings. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such hour as shall from time to time be fixed by the Board. Any previously scheduled annual meeting of the stockholders may be postponed by action of the Board taken prior to the time previously scheduled for such annual meeting of the stockholders. Section 3. Special Meetings. Except as otherwise required by law or the Restated Certificate of Incorporation of the Corporation (the "Certificate") and subject to the rights of the holders of any series of Preferred Stock (as defined in the Certificate) or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, special meetings of the stockholders for any purpose or

EXHIBIT 10.5 FORM OF TIME WARNER CABLE INC. BY-LAWS ARTICLE I OFFICES Section 1. Registered Office. The registered office of TIME WARNER CABLE INC. (hereinafter called the "Corporation") in the State of Delaware shall be at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, and the registered agent shall be The Corporation Trust Company, or such other office or agent as the Board of Directors of the Corporation (the "Board") shall from time to time select. Section 2. Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by law, at such other place or places, either within or without the State of Delaware, as the Board may from time to time determine or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meeting. All meetings of the stockholders of the Corporation (the "stockholders") shall be held at such place as may be determined by the Board. Section 2. Annual Meetings. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such hour as shall from time to time be fixed by the Board. Any previously scheduled annual meeting of the stockholders may be postponed by action of the Board taken prior to the time previously scheduled for such annual meeting of the stockholders. Section 3. Special Meetings. Except as otherwise required by law or the Restated Certificate of Incorporation of the Corporation (the "Certificate") and subject to the rights of the holders of any series of Preferred Stock (as defined in the Certificate) or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, special meetings of the stockholders for any purpose or purposes may be called by the Chairman, the Chief Executive Officer or a majority of the Board of Directors, excluding any vacancies or unfilled newly-created directorships (the "Existing Board"). Only such business as is

2 specified in the notice of any special meeting of the stockholders shall come before such meeting. Section 4. Notice of Meetings. Except as otherwise provided by law, notice of each meeting of the stockholders, whether annual or special, shall be given not less than 10 days nor more than 60 days before the date of the meeting to each stockholder of record entitled to notice of the meeting. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation. Each such notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any meeting of the stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy without protesting, prior to or at the commencement of the meeting, the lack of proper notice to such stockholder, or who shall waive notice thereof as provided in Article XI of these By-laws. Notice of adjournment of a meeting of the stockholders need not be given if the date, time and place to which it is adjourned are announced at such meeting, unless the adjournment is for more than 30 days or, after adjournment, a new record date is fixed for the adjourned meeting.

2 specified in the notice of any special meeting of the stockholders shall come before such meeting. Section 4. Notice of Meetings. Except as otherwise provided by law, notice of each meeting of the stockholders, whether annual or special, shall be given not less than 10 days nor more than 60 days before the date of the meeting to each stockholder of record entitled to notice of the meeting. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation. Each such notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any meeting of the stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy without protesting, prior to or at the commencement of the meeting, the lack of proper notice to such stockholder, or who shall waive notice thereof as provided in Article XI of these By-laws. Notice of adjournment of a meeting of the stockholders need not be given if the date, time and place to which it is adjourned are announced at such meeting, unless the adjournment is for more than 30 days or, after adjournment, a new record date is fixed for the adjourned meeting. Section 5. Quorum. Except as otherwise provided by law or by the Certificate, the holders of a majority of the votes entitled to be cast by the holders of all outstanding shares of stock which are entitled to vote on any particular matter, present in person or by proxy, shall constitute a quorum at any meeting of the stockholders with respect to such matter; provided, however, that in the case of any vote to be taken by classes or series, the holders of a majority of the votes entitled to be cast by the holders of the outstanding shares of the particular class or series, present in person or by proxy, shall constitute a quorum of such class or series. Section 6. Adjournments. The chairman of the meeting or the holders of a majority of the votes entitled to be cast by the stockholders who are present in person or by proxy may adjourn the meeting from time to time whether or not a quorum is present. In the event that a quorum does not exist with respect to any vote to be taken by a particular class or series, the chairman of the meeting or the holders of a majority of the votes entitled to be cast by the stockholders of such class or series who are present in person or by proxy may adjourn the meeting with respect to the vote(s) to be taken by such class or series. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called. Section 7. Order of Business. At each meeting of the stockholders, the Chairman of the Board or, in the absence of the Chairman of the Board, the Chief Executive Officer or, in the absence of the Chairman of the Board and the Chief Executive Officer, such person as shall be selected by the Board shall act as chairman of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as

3 are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls. At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the annual meeting (i) by or at the direction of the chairman of the meeting or (ii) by any stockholder who is a holder of record at the time of the giving of the notice provided for in this Section 7, who is entitled to vote at the meeting and who complies with the procedures set forth in this Section 7. For business properly to be brought before an annual meeting of stockholders by a stockholder, the stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation (the "Secretary"). To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the stockholder to be timely must be so delivered or received not earlier than the 120th day prior to such annual meeting and not later

3 are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls. At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the annual meeting (i) by or at the direction of the chairman of the meeting or (ii) by any stockholder who is a holder of record at the time of the giving of the notice provided for in this Section 7, who is entitled to vote at the meeting and who complies with the procedures set forth in this Section 7. For business properly to be brought before an annual meeting of stockholders by a stockholder, the stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation (the "Secretary"). To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the stockholder to be timely must be so delivered or received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made; provided, further, that for the purpose of calculating the timeliness of stockholder notices for the first annual meeting of stockholders after the Closing Date (as defined in Section 1 of Article V of the Certificate), the date of the immediately preceding annual meeting shall be deemed to be [ ].(1) No adjournment or postponement of any meeting shall be deemed to affect any of the time periods set forth in the previous sentence. To be in proper written form, a stockholder's notice to the Secretary shall set forth in writing as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business; (iii) the class or series and number of shares of the Corporation which are beneficially owned by the stockholder; (iv) any material interest of the stockholder in such business; and (v) if the stockholder intends to solicit proxies in support of such stockholder's proposal, a representation to that effect. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting and such stockholder's proposal has been included in a proxy statement that has been prepared by management of the Corporation to solicit proxies for such annual meeting; provided, however, that if such stockholder does not appear or send a qualified

(1) Date will be date of the immediately preceding annual meeting of stockholders of AOLTW.

4 representative to present such proposal at such annual meeting, the Corporation need not present such proposal for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation. Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 7. The chairman of an annual meeting may refuse to permit any business to be brought before an annual meeting which fails to comply with the foregoing procedures or, in the case of a stockholder proposal, if the stockholder solicits proxies in support of

4 representative to present such proposal at such annual meeting, the Corporation need not present such proposal for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation. Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 7. The chairman of an annual meeting may refuse to permit any business to be brought before an annual meeting which fails to comply with the foregoing procedures or, in the case of a stockholder proposal, if the stockholder solicits proxies in support of such stockholder's proposal without having made the representation required by clause (v) of the third preceding sentence. Section 8. List of Stockholders. It shall be the duty of the Secretary or other officer who has charge of the stock ledger to prepare and make, at least 10 days before each meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in such stockholder's name. Such list shall be produced and kept available at the times and places required by law. Section 9. Voting. Except as otherwise provided by law or by the Certificate (including, without limitation, Article V of the Certificate), each stockholder of record of any series of Preferred Stock shall be entitled at each meeting of the stockholders to such number of votes, if any, for each share of such stock as may be fixed in the Certificate or in the resolution or resolutions adopted by the Board providing for the issuance of such stock, each stockholder of record of Class B Common Stock shall be entitled at each meeting of the stockholders to twelve votes for each such share of such stock and each stockholder of record of Class A Common Stock shall be entitled at each meeting of the stockholders to one vote for each share of such stock, in each case, registered in such stockholder's name on the books of the Corporation: (1) on the date fixed pursuant to Section 6 of Article VIII of these By-laws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting; or (2) if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Each stockholder entitled to vote at any meeting of the stockholders may authorize not in excess of three persons to act for such stockholder by proxy. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated for holding such meeting, but in any event not later than the time designated in the order of business for so delivering such proxies. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. At each meeting of the stockholders, all corporate actions to be taken by vote of the stockholders (except as otherwise required by law and except as otherwise

5 provided in the Certificate or these By-laws) shall be authorized by a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy, and where a separate vote by class or series is required, a majority of the votes cast by the stockholders of such class or series who are present in person or represented by proxy shall be the act of such class or series. Unless required by law or determined by the chairman of the meeting to be advisable, the vote on any matter, including the election of directors, need not be by written ballot. Section 10. Inspectors. The chairman of the meeting shall appoint two or more inspectors to act at any meeting of the stockholders. Such inspectors shall perform such duties as shall be required by law or specified by the chairman of the meeting. Inspectors need not be stockholders. No director or nominee for the office of director shall be appointed such inspector. Section 11. Public Announcements. For the purpose of Section 7 of this Article II and Section 3 of Article III,

5 provided in the Certificate or these By-laws) shall be authorized by a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy, and where a separate vote by class or series is required, a majority of the votes cast by the stockholders of such class or series who are present in person or represented by proxy shall be the act of such class or series. Unless required by law or determined by the chairman of the meeting to be advisable, the vote on any matter, including the election of directors, need not be by written ballot. Section 10. Inspectors. The chairman of the meeting shall appoint two or more inspectors to act at any meeting of the stockholders. Such inspectors shall perform such duties as shall be required by law or specified by the chairman of the meeting. Inspectors need not be stockholders. No director or nominee for the office of director shall be appointed such inspector. Section 11. Public Announcements. For the purpose of Section 7 of this Article II and Section 3 of Article III, "public announcement" shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Reuters Information Service or any similar or successor news wire service or (ii) in a communication distributed generally to stockholders and in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934 or any successor provisions thereto. ARTICLE III BOARD OF DIRECTORS Section 1. General Powers. Except as otherwise provided in the Certificate, the business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate directed or required to be exercised or done by the stockholders. Section 2. Number, Qualification and Election. Subject to Section 3 of Article V of the Certificate and except as otherwise fixed by or pursuant to the provisions of Article IV of the Certificate relating to the rights of the holders of any series of Preferred Stock or any class or series of stock having preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, the number of directors constituting the Authorized Board shall initially be 6, and shall thereafter be as determined from time to time by resolution of the Board. The term "Authorized Board" shall mean the total number of authorized directors, whether or not there exist any vacancies or unfilled newly-created directorships. The directors, other than those who may be elected by the holders of shares of any series of Preferred Stock or any class or series of stock having a preference

6 over the Common Stock of the Corporation as to dividends or upon dissolution, liquidation or winding up pursuant to the terms of Article IV of the Certificate or any resolution or resolutions providing for the issuance of such stock adopted by the Board, shall be elected in the manner provided in Article V of the Certificate. Each director shall be at least 21 years of age. Directors need not be stockholders of the Corporation. In any election of directors, the persons receiving a plurality of the votes cast, up to the number of directors to be elected in such election, shall be deemed elected. Section 3. Notification of Nominations. Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, nominations for the election of directors may be made by the Board or by any stockholder who is a stockholder of record at the time of giving of the notice of nomination provided for in this Section 3 and who is entitled to vote for the election of directors. Any stockholder of record entitled to vote for

6 over the Common Stock of the Corporation as to dividends or upon dissolution, liquidation or winding up pursuant to the terms of Article IV of the Certificate or any resolution or resolutions providing for the issuance of such stock adopted by the Board, shall be elected in the manner provided in Article V of the Certificate. Each director shall be at least 21 years of age. Directors need not be stockholders of the Corporation. In any election of directors, the persons receiving a plurality of the votes cast, up to the number of directors to be elected in such election, shall be deemed elected. Section 3. Notification of Nominations. Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, nominations for the election of directors may be made by the Board or by any stockholder who is a stockholder of record at the time of giving of the notice of nomination provided for in this Section 3 and who is entitled to vote for the election of directors. Any stockholder of record entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if timely written notice of such stockholder's intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to the Secretary. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation (i) with respect to an election to be held at an annual meeting of the stockholders, not less than 90 days nor more than 120 days prior to the first anniversary of the date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the stockholder to be timely must be so delivered or received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made; provided, further, that for the purpose of calculating the timeliness of stockholder notices for the first annual meeting of stockholders after the Closing Date (as defined in the Certificate), the date of the immediately preceding annual meeting shall be deemed to be [ ](2) and (ii) with respect to an election to be held at a special meeting of the stockholders for the election of directors, not earlier than the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees to be elected at such meeting. No adjournment or postponement of any meeting shall be deemed to affect any of the time periods set forth in the previous sentence. Each such notice shall set forth: (a) the name and address, as they appear on the Corporation's books, of the stockholder who intends to make the nomination and the name and address of the person or persons to be nominated; (b) the class or series and numbers of shares of

(2) Date will be date of the immediately preceding annual meeting of stockholders of AOLTW.

7 the Corporation which are beneficially owned by the stockholder; (c) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote in the election of directors and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (d) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (e) such other information regarding each nominee proposed by such stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board; (f) the executed written consent of each nominee to serve as a director of the Corporation if so elected; and (g) if the stockholder intends to solicit proxies in support of such stockholder's nominee(s), a representation to that effect. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure or if the stockholder solicits proxies in favor of such stockholder's nominee(s) without having made the representations required by the immediately preceding sentence. Only such persons who are nominated in accordance with the procedures set forth in this Section 3 shall be eligible to serve as directors of the Corporation.

7 the Corporation which are beneficially owned by the stockholder; (c) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote in the election of directors and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (d) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (e) such other information regarding each nominee proposed by such stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board; (f) the executed written consent of each nominee to serve as a director of the Corporation if so elected; and (g) if the stockholder intends to solicit proxies in support of such stockholder's nominee(s), a representation to that effect. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure or if the stockholder solicits proxies in favor of such stockholder's nominee(s) without having made the representations required by the immediately preceding sentence. Only such persons who are nominated in accordance with the procedures set forth in this Section 3 shall be eligible to serve as directors of the Corporation. Notwithstanding anything in the immediately preceding paragraph of this Section 3 to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting of the stockholders is increased and there is no public announcement naming all of the nominees for directors or specifying the size of the increased Board made by the Corporation at least 90 days prior to the first anniversary of the date of the immediately preceding annual meeting, a stockholder's notice required by this Section 3 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to or mailed to and received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. Section 4. Quorum and Manner of Acting. Except as otherwise provided by law, the Certificate or these Bylaws, a majority of the Existing Board shall constitute a quorum for the transaction of business at any meeting of the Board, and the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. The chairman of the meeting or a majority of the directors present may adjourn the meeting to another time and place whether or not a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Section 5. Place of Meeting. Subject to Sections 6 and 7 of this Article III, the Board may hold its meetings at such place or places within or without the State of Delaware as the Board may from time to time determine or as shall be specified or fixed in the respective notices or waivers of notice thereof.

8 Section 6. Regular Meetings. No fewer than one regular meeting per year of the Board shall be held at such times as the Board shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday under the laws of the place where the meeting is to be held, the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Section 7. Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman of the Board, the Chief Executive Officer or by a majority of the Existing Board, and shall be held at such place, on such date and at such time as he or they, as applicable, shall fix. Section 8. Notice of Meetings. Notice of regular meetings of the Board or of any adjourned meeting thereof need not be given. Notice of each special meeting of the Board shall be given by overnight delivery service or by overnight mail to each director, in either case addressed to such director at such director's residence or usual place of business, at least two days before the day on which the meeting is to be held or shall be sent to such director at such place by telecopy or by electronic transmission or shall be given personally or by telephone, not later than the day before the meeting is to be held, but notice need not be given to any director who shall, either before or after the meeting, submit a waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to such director. Unless otherwise required by these By-laws,

8 Section 6. Regular Meetings. No fewer than one regular meeting per year of the Board shall be held at such times as the Board shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday under the laws of the place where the meeting is to be held, the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Section 7. Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman of the Board, the Chief Executive Officer or by a majority of the Existing Board, and shall be held at such place, on such date and at such time as he or they, as applicable, shall fix. Section 8. Notice of Meetings. Notice of regular meetings of the Board or of any adjourned meeting thereof need not be given. Notice of each special meeting of the Board shall be given by overnight delivery service or by overnight mail to each director, in either case addressed to such director at such director's residence or usual place of business, at least two days before the day on which the meeting is to be held or shall be sent to such director at such place by telecopy or by electronic transmission or shall be given personally or by telephone, not later than the day before the meeting is to be held, but notice need not be given to any director who shall, either before or after the meeting, submit a waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to such director. Unless otherwise required by these By-laws, every such notice shall state the time and place but need not state the purpose of the meeting. Section 9. Rules and Regulations. The Board shall adopt such rules and regulations not inconsistent with the provisions of law, the Certificate or these By-laws for the conduct of its meetings and management of the affairs of the Corporation as the Board may deem proper. Section 10. Participation in Meeting by Means of Communications Equipment. Any one or more members of the Board or any committee thereof may participate in any meeting of the Board or of any such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other or as otherwise permitted by law, and such participation in a meeting shall constitute presence in person at such meeting. Section 11. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all of the members of the Board or of any such committee consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes or proceedings of the Board or of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Section 12. Resignations. Any director of the Corporation may at any time resign by giving notice to the Board, the Chairman of the Board, the Chief

9 Executive Officer or the Secretary in writing or by electronic transmission. Such resignation shall take effect at the time specified therein or, if the time be not specified therein, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 13. Vacancies. Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock of the Corporation as to dividends or upon dissolution, liquidation or winding up, any vacancies on the Board resulting from death, resignation, removal or other cause shall only be filled as contemplated by Article V of the Certificate. Section 14. Compensation. Each director, in consideration of such person serving as a director, shall be entitled to receive from the Corporation such amount per annum and such fees (payable in cash or stock-based compensation) for attendance at meetings of the Board or of committees of the Board, or both, as the Board shall from time to time determine. In addition, each director shall be entitled to receive from the Corporation reimbursement for the reasonable expenses incurred by such person in connection with the performance of such person's duties as a director. Nothing contained in this

9 Executive Officer or the Secretary in writing or by electronic transmission. Such resignation shall take effect at the time specified therein or, if the time be not specified therein, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 13. Vacancies. Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock of the Corporation as to dividends or upon dissolution, liquidation or winding up, any vacancies on the Board resulting from death, resignation, removal or other cause shall only be filled as contemplated by Article V of the Certificate. Section 14. Compensation. Each director, in consideration of such person serving as a director, shall be entitled to receive from the Corporation such amount per annum and such fees (payable in cash or stock-based compensation) for attendance at meetings of the Board or of committees of the Board, or both, as the Board shall from time to time determine. In addition, each director shall be entitled to receive from the Corporation reimbursement for the reasonable expenses incurred by such person in connection with the performance of such person's duties as a director. Nothing contained in this Section 14 shall preclude any director from serving the Corporation or any of its subsidiaries in any other capacity and receiving compensation therefor. ARTICLE IV COMMITTEES OF THE BOARD OF DIRECTORS Section 1. Establishment of Committees of the Board of Directors. (a) The Board may, by resolution passed by a majority of the Existing Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (b) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. (c) Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board to the extent provided by Section 141(c)(2) of the DGCL as it exists now or may hereafter be amended. (d) Each committee of the Board shall keep regular minutes of its meetings and report the same to the Board when required.

10 Section 2. Procedure. Any committee of the Board may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate or these By-laws for the conduct of its meetings as such committee of the Board may deem proper. ARTICLE V OFFICERS Section 1. Number; Term of Office. The officers of the Corporation shall be elected by the Board and shall consist of: a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a Treasurer, a Secretary and a Controller and, as the Board may from time to time determine, one or more Vice Chairmen and Vice Presidents (including, without limitation, Assistant, Executive, Senior and Group Vice Presidents) and such other officers or agents with such titles and such duties as the Board may from time to time determine, each to have such authority, functions or duties as set forth in these By-laws or as determined by the Board, and each to hold

10 Section 2. Procedure. Any committee of the Board may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate or these By-laws for the conduct of its meetings as such committee of the Board may deem proper. ARTICLE V OFFICERS Section 1. Number; Term of Office. The officers of the Corporation shall be elected by the Board and shall consist of: a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a Treasurer, a Secretary and a Controller and, as the Board may from time to time determine, one or more Vice Chairmen and Vice Presidents (including, without limitation, Assistant, Executive, Senior and Group Vice Presidents) and such other officers or agents with such titles and such duties as the Board may from time to time determine, each to have such authority, functions or duties as set forth in these By-laws or as determined by the Board, and each to hold office for such term as may be prescribed by the Board and until such person's successor shall have been chosen and shall qualify, or until such person's death or resignation, or until such person's removal in the manner hereinafter provided. One person may hold the offices and perform the duties of any two or more of said officers; provided, however, that no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Certificate or these By-laws to be executed, acknowledged or verified by two or more officers. The Board may require any officer or agent to give security for the faithful performance of such person's duties. Section 2. Removal. Any officer may be removed, either with or without cause, by the Board at any meeting thereof called for such purpose. Section 3. Resignation. Any officer may resign at any time by giving notice to the Board, the Chief Executive Officer or the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. Chairman of the Board. The Chairman of the Board shall be deemed an officer of the Corporation, subject to the control of the Board, and shall report directly to the Board. Section 5. Chief Executive Officer. The Chief Executive Officer shall have general supervision and direction of the business and affairs of the Corporation, shall be responsible for corporate policy and strategy, and shall report directly to the Chairman. Unless otherwise provided in these By-laws, all other officers of the Corporation shall report directly to the Chief Executive Officer or as otherwise determined by the Chief Executive Officer. The Chief Executive Officer shall, if present

11 and in the absence of the Chairman of the Board, preside at meetings of the stockholders and of the Board. Section 6. Chief Financial Officer. The Chief Financial Officer, if any, shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. Section 7. Vice Presidents. The Vice President, if any, shall have such powers and duties as shall be prescribed by his superior officer or the Chief Executive Officer. A Vice President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. A Vice President need not be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected by the Board. Section 8. Treasurer. The Treasurer, if any, shall supervise and be responsible for all the funds and securities of

11 and in the absence of the Chairman of the Board, preside at meetings of the stockholders and of the Board. Section 6. Chief Financial Officer. The Chief Financial Officer, if any, shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. Section 7. Vice Presidents. The Vice President, if any, shall have such powers and duties as shall be prescribed by his superior officer or the Chief Executive Officer. A Vice President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. A Vice President need not be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected by the Board. Section 8. Treasurer. The Treasurer, if any, shall supervise and be responsible for all the funds and securities of the Corporation; the deposit of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation; borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party; the disbursement of funds of the Corporation and the investment of its funds; and in general shall perform all of the duties incident to the office of the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. Section 9. Controller. The Controller, if any, shall be the chief accounting officer of the Corporation. The Controller shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer, the Chief Financial Officer or as the Board may from time to time determine. Section 10. Secretary. It shall be the duty of the Secretary, if any, to act as secretary at all meetings of the Board, of the committees of the Board and of the stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose; the Secretary shall see that all notices required to be given by the Corporation are duly given and served; the Secretary shall be custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all certificates of stock of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By- laws; the Secretary shall have charge of the books, records and papers of the Corporation and shall see that the reports, statements and other documents required by law to be kept and filed are properly kept and filed; and in general shall perform all of the

12 duties incident to the office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. Section 11. Assistant Treasurers, Assistant Controllers and Assistant Secretaries. Any Assistant Treasurers, Assistant Controllers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Board or by the Treasurer, Controller or Secretary, respectively, or by the Chief Executive Officer. An Assistant Treasurer, Assistant Controller or Assistant Secretary need not be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected by the Board. Section 12. Additional Matters. The Chief Executive Officer and the Chief Financial Officer of the Corporation shall have the authority to designate employees of the corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer, Assistant Controller or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board.

12 duties incident to the office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. Section 11. Assistant Treasurers, Assistant Controllers and Assistant Secretaries. Any Assistant Treasurers, Assistant Controllers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Board or by the Treasurer, Controller or Secretary, respectively, or by the Chief Executive Officer. An Assistant Treasurer, Assistant Controller or Assistant Secretary need not be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected by the Board. Section 12. Additional Matters. The Chief Executive Officer and the Chief Financial Officer of the Corporation shall have the authority to designate employees of the corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer, Assistant Controller or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board. ARTICLE VI TRANSACTIONS WITH AFFILIATES Section 1. Defined Terms. For purposes of this Article VI: "Affiliate" shall mean, with respect to any specified Person, any other Person who or which, directly or indirectly controls, is controlled by or is under common control with such specified Person. "AOLTW" shall mean AOL Time Warner Inc. and all Affiliates thereof (other than the Corporation and its Subsidiaries). "Closing Date" has the meaning ascribed to it in Section 1 of Article V of the Certificate. "Independent Director" has the meaning ascribed to it in Section 1 of Article V of the Certificate. "Person" shall mean any individual, corporation, limited liability company, partnership, firm, group (as such term is used under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), joint venture, association, trust, unincorporated organization, estate, trust or other entity.

13 "Restructuring Agreement" shall mean the Restructuring Agreement, dated as of August 20, 2002, among AOL Time Warner Inc., the Corporation and the other parties thereto. "Subsidiary" shall have the meaning ascribed to it in Section 2 of Article IV of the Certificate. Section 2. Affiliate Transactions. (a) Neither the Corporation nor any of its Subsidiaries shall enter into, extend or renew any transaction, agreement or arrangement or series of transactions, agreements or arrangements or amend in any material respect any previously existing transaction, agreement or arrangement with AOLTW (each, an "Affiliate Transaction"), unless: (i) such Affiliate Transaction is on terms that, when taken as a whole, are substantially as favorable to the Corporation or such Subsidiary as the Corporation or such Subsidiary would be able to obtain at the time of entering into the Affiliate Transaction in a comparable arm's-length transaction, agreement or arrangement with a third party other than AOLTW; and (ii) in the case of an Affiliate Transaction involving reasonably anticipated payments or other consideration to be

13 "Restructuring Agreement" shall mean the Restructuring Agreement, dated as of August 20, 2002, among AOL Time Warner Inc., the Corporation and the other parties thereto. "Subsidiary" shall have the meaning ascribed to it in Section 2 of Article IV of the Certificate. Section 2. Affiliate Transactions. (a) Neither the Corporation nor any of its Subsidiaries shall enter into, extend or renew any transaction, agreement or arrangement or series of transactions, agreements or arrangements or amend in any material respect any previously existing transaction, agreement or arrangement with AOLTW (each, an "Affiliate Transaction"), unless: (i) such Affiliate Transaction is on terms that, when taken as a whole, are substantially as favorable to the Corporation or such Subsidiary as the Corporation or such Subsidiary would be able to obtain at the time of entering into the Affiliate Transaction in a comparable arm's-length transaction, agreement or arrangement with a third party other than AOLTW; and (ii) in the case of an Affiliate Transaction involving reasonably anticipated payments or other consideration to be made or provided by the Corporation over the term of such Affiliate Transaction of $50 million or greater, a majority of the Independent Directors then in office approve such Affiliate Transaction; provided, however, that nothing contained in this Article VI shall be deemed to prohibit, restrict or invalidate any Affiliate Transaction entered into prior to the Closing Date or any Affiliate Transaction expressly contemplated by the Restructuring Agreement or any other Transaction Agreement (as defined in the Restructuring Agreement). (b) This Article VI shall terminate on the first date upon which the Corporation is no longer an Affiliate of AOLTW. ARTICLE VII INDEMNIFICATION Section 1. Right to Indemnification. The Corporation, to the fullest extent permitted or required by the DGCL or other applicable law, as the same exists or may hereafter be amended, shall indemnify and hold harmless any person who is or was a director or officer of the Corporation and who is or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action, suit or proceedings by or in the right of the Corporation to procure a judgment in its favor) (a "Proceeding") by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the

14 request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) (a "Covered Entity") against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding; provided, however, that the foregoing shall not apply to a director or officer of the Corporation with respect to a Proceeding that was commenced by such director or officer unless the proceeding was commenced either with the approval of the Board or after a Change in Control (as hereinafter defined in Section 5(d) of this Article VII). Any director or officer of the Corporation eligible for indemnification as provided in this Section 1 is hereinafter called an "Indemnitee." Any right of an Indemnitee to indemnification shall be a contract right and shall include the right to receive, prior to the conclusion of any Proceeding, payment of any expenses incurred by the Indemnitee in connection with such Proceeding, consistent with the provisions of applicable law as then in effect and the other provisions of this Article VII. Section 2. Insurance, Contracts and Funding. The Corporation may purchase and maintain insurance to protect

14 request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) (a "Covered Entity") against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding; provided, however, that the foregoing shall not apply to a director or officer of the Corporation with respect to a Proceeding that was commenced by such director or officer unless the proceeding was commenced either with the approval of the Board or after a Change in Control (as hereinafter defined in Section 5(d) of this Article VII). Any director or officer of the Corporation eligible for indemnification as provided in this Section 1 is hereinafter called an "Indemnitee." Any right of an Indemnitee to indemnification shall be a contract right and shall include the right to receive, prior to the conclusion of any Proceeding, payment of any expenses incurred by the Indemnitee in connection with such Proceeding, consistent with the provisions of applicable law as then in effect and the other provisions of this Article VII. Section 2. Insurance, Contracts and Funding. The Corporation may purchase and maintain insurance to protect itself and any director, officer, employee or agent of the Corporation or of any Covered Entity against any expenses, judgments, fines and amounts paid in settlement as specified in Section 1 of this Article VII or incurred by any such director, officer, employee or agent in connection with any Proceeding referred to in Section 1 of this Article VII, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. The Corporation may enter into contracts with any director, officer, employee or agent of the Corporation or of any Covered Entity in furtherance of the provisions of this Article VII and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided or authorized in this Article VII. Section 3. Advancement of Expenses. All reasonable expenses (including attorneys' fees) incurred by or on behalf of the Indemnitee in connection with any Proceeding shall be advanced to the Indemnitee by the Corporation within 20 days after the receipt by the Corporation of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the expenses incurred by the Indemnitee and shall include or be accompanied by an undertaking by or on behalf of the Indemnitee to repay the amounts advanced if ultimately it should be determined that the Indemnitee is not entitled to be indemnified against such expenses pursuant to this Article VII. Section 4. Not Exclusive Rights. The rights of indemnification and advancement of expenses provided in this Article VII shall not be exclusive of any other rights to which an Indemnitee may otherwise be entitled, and the provisions of this Article VII shall inure to the benefit of the heirs and legal representatives of any Indemnitee under this Article VII and shall be applicable to Proceedings commenced or continuing after the adoption of this Article VII, whether arising from acts or omissions occurring before or after such adoption.

15 Section 5. Procedures; Presumptions and Effect of Certain Proceedings; Remedies. In furtherance, but not in limitation of the foregoing provisions, the following procedures, presumptions and remedies shall apply with respect to the right to indemnification under this Article VII: (a) Procedure for Determination of Entitlement to Indemnification. (i) To obtain indemnification under this Article VII, an Indemnitee shall submit to the Secretary a written request, including such documentation and information as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification (the "Supporting Documentation"). The determination of the Indemnitee's entitlement to indemnification shall be made not later than 60 days after receipt by the Corporation of the written request for indemnification together with the Supporting Documentation. The Secretary shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. (ii) The Indemnitee's entitlement to indemnification under this Article VII shall be determined in any of the

15 Section 5. Procedures; Presumptions and Effect of Certain Proceedings; Remedies. In furtherance, but not in limitation of the foregoing provisions, the following procedures, presumptions and remedies shall apply with respect to the right to indemnification under this Article VII: (a) Procedure for Determination of Entitlement to Indemnification. (i) To obtain indemnification under this Article VII, an Indemnitee shall submit to the Secretary a written request, including such documentation and information as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification (the "Supporting Documentation"). The determination of the Indemnitee's entitlement to indemnification shall be made not later than 60 days after receipt by the Corporation of the written request for indemnification together with the Supporting Documentation. The Secretary shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. (ii) The Indemnitee's entitlement to indemnification under this Article VII shall be determined in any of the following ways: (A) by a majority vote of the Disinterested Directors (as hereinafter defined in Section 5(d) of this Article VII), whether or not they constitute a quorum of the Board, or by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors; (B) by a written opinion of Independent Counsel (as hereinafter defined in Section 5(d) of this Article VII) if (x) a Change in Control shall have occurred and the Indemnitee so requests or (y) there are no Disinterested Directors or a majority of such Disinterested Directors so directs; (C) by the stockholders of the Corporation; or (D) as provided in Section 5 (b) of this Article VII. (iii) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5(a)(ii) of this Article VII, such Independent Counsel shall be selected by: (x) a majority of the Board, if such selection is made prior to the Initial Offering Date (as defined in Section 2 of Article IV of the Certificate); or (y) a majority of the audit committee of the Board, if such selection is made following the Initial Offering Date, but only, in each case, an Independent Counsel to which the Indemnitee does not reasonably object; provided, however, that if a Change in Control shall have occurred, the Indemnitee shall select such Independent Counsel, but only an Independent Counsel to which a majority of the Disinterested Directors or, if there are no such Disinterested Directors, a majority of the audit committee of the Board, do not reasonably object. (b) Presumptions and Effect of Certain Proceedings. Except as otherwise expressly provided in this Article VII, if a Change in Control shall have occurred, the Indemnitee shall be presumed to be entitled to indemnification under this Article VII (with respect to actions or omissions occurring prior to such Change in

16 Control) upon submission of a request for indemnification together with the Supporting Documentation in accordance with Section 5(a)(i) of this Article VII, and thereafter the Corporation shall have the burden of proof to overcome that presumption in reaching a contrary determination. In any event, if the person or persons empowered under Section 5(a) of this Article VII to determine entitlement to indemnification shall not have been appointed or shall not have made a determination within 60 days after receipt by the Corporation of the request therefor, together with the Supporting Documentation, the Indemnitee shall be deemed to be, and shall be, entitled to indemnification unless (A) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in the Supporting Documentation or (B) such indemnification is prohibited by law. The termination of any Proceeding described in Section 1 of this Article VII, or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawful.

16 Control) upon submission of a request for indemnification together with the Supporting Documentation in accordance with Section 5(a)(i) of this Article VII, and thereafter the Corporation shall have the burden of proof to overcome that presumption in reaching a contrary determination. In any event, if the person or persons empowered under Section 5(a) of this Article VII to determine entitlement to indemnification shall not have been appointed or shall not have made a determination within 60 days after receipt by the Corporation of the request therefor, together with the Supporting Documentation, the Indemnitee shall be deemed to be, and shall be, entitled to indemnification unless (A) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in the Supporting Documentation or (B) such indemnification is prohibited by law. The termination of any Proceeding described in Section 1 of this Article VII, or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawful. (c) Remedies of Indemnitee. (i) In the event that a determination is made pursuant to Section 5(a) of this Article VII that the Indemnitee is not entitled to indemnification under this Article VII, (A) the Indemnitee shall be entitled to seek an adjudication of entitlement to such indemnification either, at the Indemnitee's sole option, in (x) an appropriate court of the State of Delaware or any other court of competent jurisdiction or (y) an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association; (B) any such judicial proceeding or arbitration shall be de novo and the Indemnitee shall not be prejudiced by reason of such adverse determination; and (C) if a Change in Control shall have occurred, in any such judicial proceeding or arbitration, the Corporation shall have the burden of proving that the Indemnitee is not entitled to indemnification under this Article VII (with respect to actions or omissions occurring prior to such Change in Control). (ii) If a determination shall have been made or deemed to have been made, pursuant to Section 5(a) or (b) of this Article VII, that the Indemnitee is entitled to indemnification, the Corporation shall be obligated to pay the amounts constituting such indemnification within five days after such determination has been made or deemed to have been made and shall be conclusively bound by such determination unless (A) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in the Supporting Documentation or (B) such indemnification is prohibited by law. In the event that (X) advancement of expenses is not timely made pursuant to Section 3 of this Article VII or (Y) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5(a) or (b) of this Article VII, the Indemnitee shall be entitled to seek judicial enforcement of the Corporation's obligation to pay to the Indemnitee such advancement of expenses or indemnification. Notwithstanding the foregoing, the Corporation may bring an action, in an appropriate court in the State of Delaware or any other court of competent jurisdiction,

17 contesting the right of the Indemnitee to receive indemnification hereunder due to the occurrence of an event described in sub-clause (A) or (B) of this clause (ii) (a "Disqualifying Event"); provided, however, that in any such action the Corporation shall have the burden of proving the occurrence of such Disqualifying Event. (iii) The Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 5(c) that the procedures and presumptions of this Article VII are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Article VII. (iv) In the event that the Indemnitee, pursuant to this Section 5(c), seeks a judicial adjudication of or an award in arbitration to enforce rights under, or to recover damages for breach of, this Article VII, the Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any expenses actually and reasonably incurred by the Indemnitee if the Indemnitee prevails in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to

17 contesting the right of the Indemnitee to receive indemnification hereunder due to the occurrence of an event described in sub-clause (A) or (B) of this clause (ii) (a "Disqualifying Event"); provided, however, that in any such action the Corporation shall have the burden of proving the occurrence of such Disqualifying Event. (iii) The Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 5(c) that the procedures and presumptions of this Article VII are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Article VII. (iv) In the event that the Indemnitee, pursuant to this Section 5(c), seeks a judicial adjudication of or an award in arbitration to enforce rights under, or to recover damages for breach of, this Article VII, the Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any expenses actually and reasonably incurred by the Indemnitee if the Indemnitee prevails in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by the Indemnitee in connection with such judicial adjudication or arbitration shall be prorated accordingly. (d) Definitions. For purposes of this Article VII: "Authorized Officer" means any one of the Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any Vice President or the Secretary of the Corporation. "Change in Control" means the occurrence of any of the following: (w) any merger or consolidation of the Corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which shares of the Corporation's Common Stock would be converted into cash, securities or other property, other than a merger of the Corporation in which the holders of the Corporation's Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, (x) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Corporation, or the liquidation or dissolution of the Corporation or (y) individuals who would constitute a majority of the members of the Board elected at any meeting of stockholders or by written consent (excluding any Preferred Stock Directors) shall be elected to the Board and the election or the nomination for election by the stockholders of such directors was not approved by a vote of at least twothirds of the directors in office immediately prior to such election. "Disinterested Director" means a director of the Corporation who is not or was not a party to the Proceeding in respect of which indemnification is sought by the Indemnitee.

18 "Independent Counsel" means a law firm or a member of a law firm that neither currently is, nor in the past five years has been, retained to represent: (x) the Corporation or the Indemnitee in any matter material to either such party or (y) any other party to the Proceeding giving rise to a claim for indemnification under this Article VII. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct would have a conflict of interest in representing either the Corporation or the Indemnitee in an action to determine the Indemnitee's rights under this Article VII. Section 6. Severability. If any provision or provisions of this Article VII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article VII (including, without limitation, all portions of any paragraph of this Article VII containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VII (including, without limitation, all portions of any paragraph of this Article VII containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or enforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

18 "Independent Counsel" means a law firm or a member of a law firm that neither currently is, nor in the past five years has been, retained to represent: (x) the Corporation or the Indemnitee in any matter material to either such party or (y) any other party to the Proceeding giving rise to a claim for indemnification under this Article VII. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct would have a conflict of interest in representing either the Corporation or the Indemnitee in an action to determine the Indemnitee's rights under this Article VII. Section 6. Severability. If any provision or provisions of this Article VII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article VII (including, without limitation, all portions of any paragraph of this Article VII containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VII (including, without limitation, all portions of any paragraph of this Article VII containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or enforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. Section 7. Indemnification of Employees Serving as Directors. The Corporation, to the fullest extent of the provisions of this Article VII with respect to the indemnification of directors and officers of the Corporation, shall indemnify any person who is or was an employee of the Corporation and who is or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made so involved in any threatened, pending or completed Proceeding by reason of the fact that such employee is or was serving (a) as a director of a corporation in which the Corporation had at the time of such service, directly or indirectly, a 50% or greater equity interest (a "Subsidiary Director") or (b) at the written request of an Authorized Officer, as a director of another corporation in which the Corporation had at the time of such service, directly or indirectly, a less than 50% equity interest (or no equity interest at all) or in a capacity equivalent to that of a director for any partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) in which the Corporation has an interest (a "Requested Employee"), against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Subsidiary Director or Requested Employee in connection with such Proceeding. The Corporation shall also advance expenses incurred by any such Subsidiary Director or Requested Employee in connection with any such Proceeding, consistent with the provisions of this Article VII with respect to the advancement of expenses of directors and officers of the Corporation. Section 8. Indemnification of Employees and Agents. Notwithstanding any other provision or provisions of this Article VII, the Corporation, to the fullest extent of the provisions of this Article VII with respect to the indemnification of directors and officers of the Corporation, may indemnify any person other than a director or officer of the Corporation, a Subsidiary Director or a Requested Employee,

19 who is or was an employee or agent of the Corporation and who is or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made so involved in any threatened, pending or completed Proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or of a Covered Entity against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding. The Corporation may also advance expenses incurred by such employee or agent in connection with any such Proceeding, consistent with the provisions of this Article VII with respect to the advancement of expenses of directors and officers of the Corporation. ARTICLE VIII CAPITAL STOCK Section 1. Certificates for Shares. The shares of stock of the Corporation shall be represented by certificates, or shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or a combination of both. To the extent that shares are represented by certificates, such certificates shall

19 who is or was an employee or agent of the Corporation and who is or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made so involved in any threatened, pending or completed Proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or of a Covered Entity against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding. The Corporation may also advance expenses incurred by such employee or agent in connection with any such Proceeding, consistent with the provisions of this Article VII with respect to the advancement of expenses of directors and officers of the Corporation. ARTICLE VIII CAPITAL STOCK Section 1. Certificates for Shares. The shares of stock of the Corporation shall be represented by certificates, or shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or a combination of both. To the extent that shares are represented by certificates, such certificates shall be in such form as shall be approved by the Board. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the Chairman of the Board or by any Vice President, and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the Corporation, and sealed with the seal of the Corporation, which may be a facsimile thereof. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue. The stock ledger and blank share certificates shall be kept by the Secretary or by a transfer agent or by a registrar or by any other officer or agent designated by the Board. Section 2. Transfer of Shares. Transfers of shares of stock of each class of the Corporation shall be made only on the books of the Corporation upon authorization by the registered holder thereof, or by such holder's attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent for such stock, if any, and if such shares are represented by a certificate, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power (or by proper evidence of succession, assignment or authority to transfer) and the payment of any taxes thereon; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. The person in whose name shares are registered on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided, however, that whenever any transfer of shares shall be made

20 for collateral security and not absolutely, and written notice thereof shall be given to the Secretary or to such transfer agent, such fact shall be stated in the entry of the transfer. No transfer of shares shall be valid as against the Corporation, its stockholders and creditors for any purpose, except to render the transferee liable for the debts of the Corporation to the extent provided by law, until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. Section 3. Registered Stockholders and Addresses of Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. Each stockholder shall designate to the Secretary or transfer agent of the Corporation an address at which notices of meetings and all other corporate notices may be given to such person, and, if any stockholder shall fail

20 for collateral security and not absolutely, and written notice thereof shall be given to the Secretary or to such transfer agent, such fact shall be stated in the entry of the transfer. No transfer of shares shall be valid as against the Corporation, its stockholders and creditors for any purpose, except to render the transferee liable for the debts of the Corporation to the extent provided by law, until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. Section 3. Registered Stockholders and Addresses of Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. Each stockholder shall designate to the Secretary or transfer agent of the Corporation an address at which notices of meetings and all other corporate notices may be given to such person, and, if any stockholder shall fail to designate such address, corporate notices may be given to such person by mail directed to such person at such person's post office address, if any, as the same appears on the stock record books of the Corporation or at such person's last known post office address. Section 4. Lost, Destroyed and Mutilated Certificates. The holder of any certificate representing any shares of stock of the Corporation shall immediately notify the Corporation of any loss, theft, destruction or mutilation of such certificate; the Corporation may issue to such holder a new certificate or certificates for shares, upon the surrender of the mutilated certificate or, in the case of loss, theft or destruction of the certificate, upon satisfactory proof of such loss, theft or destruction; the Board, or a committee designated thereby, or the transfer agents and registrars for the stock, may, in their discretion, require the owner of the lost, stolen or destroyed certificate, or such person's legal representative, to give the Corporation a bond in such sum and with such surety or sureties as they may direct to indemnify the Corporation and said transfer agents and registrars against any claim that may be made on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. Section 5. Regulations. The Board may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of stock of each class and series of the Corporation and may make such rules and take such action as it may deem expedient concerning the issue of certificates in lieu of certificates claimed to have been lost, destroyed, stolen or mutilated. Section 6. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to

21 exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which shall not be more than 60 days nor less than 10 days before the date of such meeting. A determination of stockholders entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Section 7. Transfer Agents and Registrars. The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars. ARTICLE IX SEAL

21 exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which shall not be more than 60 days nor less than 10 days before the date of such meeting. A determination of stockholders entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Section 7. Transfer Agents and Registrars. The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars. ARTICLE IX SEAL The Board shall approve a suitable corporate seal, which shall be in the form of a circle and shall bear the full name of the Corporation and shall be in the charge of the Secretary. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. ARTICLE X FISCAL YEAR The fiscal year of the Corporation shall end on the 31st day of December in each year. ARTICLE XI WAIVER OF NOTICE Whenever any notice whatsoever is required to be given by these By-laws, by the Certificate or by law, the person entitled thereto may, either before or after the meeting or other matter in respect of which such notice is to be given, waive such notice in writing or as otherwise permitted by law, which shall be filed with or entered upon the records of the meeting or the records kept with respect to such other matter, as the case may be, and in such event such notice need not be given to such person and such waiver shall be deemed equivalent to such notice.

22 ARTICLE XII AMENDMENTS These By-laws may be altered, amended or repealed, in whole or in part, or new By-laws may be adopted by the stockholders or by the Board at any meeting thereof in accordance with the terms of Article VI of the Certificate; provided, however, that notice of such alteration, amendment, repeal or adoption of new By-laws is contained in the notice of such meeting of the stockholders or in the notice of such meeting of the Board and, in the latter case, such notice is given not less than twenty-four hours prior to the meeting. ARTICLE XIII MISCELLANEOUS Section 1. Execution of Documents. The Board or any committee thereof shall designate the officers, employees and agents of the Corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, notes, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation and may authorize (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation. Such delegation may be by resolution or otherwise and the authority granted shall be general or confined to specific matters, all as the Board or any such committee may

22 ARTICLE XII AMENDMENTS These By-laws may be altered, amended or repealed, in whole or in part, or new By-laws may be adopted by the stockholders or by the Board at any meeting thereof in accordance with the terms of Article VI of the Certificate; provided, however, that notice of such alteration, amendment, repeal or adoption of new By-laws is contained in the notice of such meeting of the stockholders or in the notice of such meeting of the Board and, in the latter case, such notice is given not less than twenty-four hours prior to the meeting. ARTICLE XIII MISCELLANEOUS Section 1. Execution of Documents. The Board or any committee thereof shall designate the officers, employees and agents of the Corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, notes, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation and may authorize (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation. Such delegation may be by resolution or otherwise and the authority granted shall be general or confined to specific matters, all as the Board or any such committee may determine. In the absence of such designation referred to in the first sentence of this Section, the officers of the Corporation shall have such power so referred to, to the extent incident to the normal performance of their duties. Section 2. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board or any committee thereof or any officer of the Corporation to whom power in respect of financial operations shall have been delegated by the Board or any such committee or in these By-laws shall select. Section 3. Checks. All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board or of any committee thereof or by any officer of the Corporation to whom power in respect of financial operations shall have been delegated by the Board or any such committee thereof or as set forth in these By-laws. Section 4. Proxies in Respect of Stock or Other Securities of Other Corporations. The Board or any committee thereof shall designate the officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and

23 rights which the Corporation may have as the holder of stock or other securities in any other corporation or other entity, and to vote or consent in respect of such stock or securities; such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights; and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights. Section 5. Subject to Law and Certificate of Incorporation. All powers, duties and responsibilities provided for in these By-laws, whether or not explicitly so qualified, are qualified by the provisions of the Certificate and applicable laws.

EXHIBIT 10.6 FORM OF

23 rights which the Corporation may have as the holder of stock or other securities in any other corporation or other entity, and to vote or consent in respect of such stock or securities; such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights; and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights. Section 5. Subject to Law and Certificate of Incorporation. All powers, duties and responsibilities provided for in these By-laws, whether or not explicitly so qualified, are qualified by the provisions of the Certificate and applicable laws.

EXHIBIT 10.6 FORM OF REGISTRATION RIGHTS AGREEMENT between AOL TIME WARNER, INC. and TIME WARNER CABLE INC. Dated: [ ], 200[ ]

TABLE OF CONTENTS
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ARTICLE I DEFINITIONS.................................................................................... 1.1 1.2 1.3 Certain Definitions.................................................................... Capitalized Terms...................................................................... Successor Laws, Rules, Regulations and Forms...........................................

ARTICLE II General; Securities Subject to this Agreement................................................. 2.1 2.2 2.3 2.4 Grant of Rights........................................................................ Registrable Securities................................................................. Holders of Registrable Securities...................................................... Transfer of Registration Rights........................................................

ARTICLE III ACKNOWLEDGEMENTS OF THE STOCKHOLDERS......................................................... 3.1 Certain Acknowledgments of the Stockholders............................................

ARTICLE IV Demand Registration........................................................................... 4.1 4.2 4.3 4.4 4.5 Request for Demand Registration........................................................ Effective Demand Registration.......................................................... Underwriting. ........................................................................ Hedging Transactions................................................................... Cutback Provisions. .................................................................1

ARTICLE V Incidental or "Piggy-Back" Registration.......................................................1 5.1 5.2 Issuer Incidental Registration. .....................................................1 Stockholder Incidental Registration...................................................1

ARTICLE VI Registration Procedures......................................................................1

EXHIBIT 10.6 FORM OF REGISTRATION RIGHTS AGREEMENT between AOL TIME WARNER, INC. and TIME WARNER CABLE INC. Dated: [ ], 200[ ]

TABLE OF CONTENTS
Pa

ARTICLE I DEFINITIONS.................................................................................... 1.1 1.2 1.3 Certain Definitions.................................................................... Capitalized Terms...................................................................... Successor Laws, Rules, Regulations and Forms...........................................

ARTICLE II General; Securities Subject to this Agreement................................................. 2.1 2.2 2.3 2.4 Grant of Rights........................................................................ Registrable Securities................................................................. Holders of Registrable Securities...................................................... Transfer of Registration Rights........................................................

ARTICLE III ACKNOWLEDGEMENTS OF THE STOCKHOLDERS......................................................... 3.1 Certain Acknowledgments of the Stockholders............................................

ARTICLE IV Demand Registration........................................................................... 4.1 4.2 4.3 4.4 4.5 Request for Demand Registration........................................................ Effective Demand Registration.......................................................... Underwriting. ........................................................................ Hedging Transactions................................................................... Cutback Provisions. .................................................................1

ARTICLE V Incidental or "Piggy-Back" Registration.......................................................1 5.1 5.2 Issuer Incidental Registration. .....................................................1 Stockholder Incidental Registration...................................................1

ARTICLE VI Registration Procedures......................................................................1 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 Obligations of the Issuer.............................................................1 Seller Information, Compliance with Laws, Customary Agreements........................1 Notice to Discontinue, Deferral Periods...............................................1 Reports and Materials to be Filed under the Securities Act and the Exchange Act. ....1 Registration Expenses.................................................................1 Confidentiality. ....................................................................1 Restrictions on Covered Transactions..................................................1 Restrictions on Public Sales..........................................................1 Selection of Underwriters.............................................................1 Limitations on Registration...........................................................2

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TABLE OF CONTENTS
Pa

ARTICLE I DEFINITIONS.................................................................................... 1.1 1.2 1.3 Certain Definitions.................................................................... Capitalized Terms...................................................................... Successor Laws, Rules, Regulations and Forms...........................................

ARTICLE II General; Securities Subject to this Agreement................................................. 2.1 2.2 2.3 2.4 Grant of Rights........................................................................ Registrable Securities................................................................. Holders of Registrable Securities...................................................... Transfer of Registration Rights........................................................

ARTICLE III ACKNOWLEDGEMENTS OF THE STOCKHOLDERS......................................................... 3.1 Certain Acknowledgments of the Stockholders............................................

ARTICLE IV Demand Registration........................................................................... 4.1 4.2 4.3 4.4 4.5 Request for Demand Registration........................................................ Effective Demand Registration.......................................................... Underwriting. ........................................................................ Hedging Transactions................................................................... Cutback Provisions. .................................................................1

ARTICLE V Incidental or "Piggy-Back" Registration.......................................................1 5.1 5.2 Issuer Incidental Registration. .....................................................1 Stockholder Incidental Registration...................................................1

ARTICLE VI Registration Procedures......................................................................1 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 Obligations of the Issuer.............................................................1 Seller Information, Compliance with Laws, Customary Agreements........................1 Notice to Discontinue, Deferral Periods...............................................1 Reports and Materials to be Filed under the Securities Act and the Exchange Act. ....1 Registration Expenses.................................................................1 Confidentiality. ....................................................................1 Restrictions on Covered Transactions..................................................1 Restrictions on Public Sales..........................................................1 Selection of Underwriters.............................................................1 Limitations on Registration...........................................................2

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Pag 6.11 Stock Split...........................................................................1

ARTICLE VII Indemnification.............................................................................2 7.1 7.2 7.3 7.4 7.5 Indemnification by the Issuer.........................................................2 Indemnification by the Stockholder....................................................2 Conduct of Indemnification Proceedings. .............................................2 Contribution. .......................................................................2 Indemnification Payments. ...........................................................2

ARTICLE VIII Miscellaneous..............................................................................2 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 8.11 Recapitalizations, Exchanges, etc.....................................................2 Notices...............................................................................2 Entire Agreement; No Inconsistent Agreements..........................................2 Further Assurances....................................................................2 Other Agreements. ...................................................................2 No Third-Party Beneficiaries..........................................................2 Assignment............................................................................2 Amendments and Waivers................................................................2 Nominees for Beneficial Owners........................................................2 Severability..........................................................................2 Counterparts and Signature............................................................2

Pag 6.11 Stock Split...........................................................................1

ARTICLE VII Indemnification.............................................................................2 7.1 7.2 7.3 7.4 7.5 Indemnification by the Issuer.........................................................2 Indemnification by the Stockholder....................................................2 Conduct of Indemnification Proceedings. .............................................2 Contribution. .......................................................................2 Indemnification Payments. ...........................................................2

ARTICLE VIII Miscellaneous..............................................................................2 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 8.11 8.12 8.13 8.14 8.15 8.16 Recapitalizations, Exchanges, etc.....................................................2 Notices...............................................................................2 Entire Agreement; No Inconsistent Agreements..........................................2 Further Assurances....................................................................2 Other Agreements. ...................................................................2 No Third-Party Beneficiaries..........................................................2 Assignment............................................................................2 Amendments and Waivers................................................................2 Nominees for Beneficial Owners........................................................2 Severability..........................................................................2 Counterparts and Signature............................................................2 Interpretation........................................................................2 GOVERNING LAW.........................................................................2 Submission to Jurisdiction............................................................2 Remedies..............................................................................2 WAIVER OF JURY TRIAL..................................................................2

ii

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of August [ ], 200[ ] (this "Agreement"), by and between AOL Time Warner Inc., a Delaware corporation ("AOLTW"), and Time Warner Cable Inc., a Delaware corporation (the "Issuer"). WHEREAS, AT&T Corp., a New York corporation ("AT&T"), MediaOne of Colorado, Inc., a Colorado corporation ("MediaOne"), Comcast Corporation, a Pennsylvania corporation, AT&T Comcast Corporation, a Pennsylvania corporation, AOLTW, TWI Cable Inc., a Delaware corporation, Warner Communications Inc., a Delaware corporation, American Television and Communications Corporation, a Delaware corporation, and the Issuer have entered into a Restructuring Agreement dated as of August 20, 2002 (the "Restructuring Agreement"). WHEREAS, AOLTW, the Issuer and MediaOne are concurrently entering into a registration rights agreement granting certain registration rights with respect to the MediaOne Registrable Securities (as defined below) (the "MediaOne Registration Rights Agreement"). WHEREAS, AOLTW and the Issuer are entering into this Agreement in order to provide for certain registration rights relating to the Class A Common Stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") now or hereafter held by AOLTW. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 Certain Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of August [ ], 200[ ] (this "Agreement"), by and between AOL Time Warner Inc., a Delaware corporation ("AOLTW"), and Time Warner Cable Inc., a Delaware corporation (the "Issuer"). WHEREAS, AT&T Corp., a New York corporation ("AT&T"), MediaOne of Colorado, Inc., a Colorado corporation ("MediaOne"), Comcast Corporation, a Pennsylvania corporation, AT&T Comcast Corporation, a Pennsylvania corporation, AOLTW, TWI Cable Inc., a Delaware corporation, Warner Communications Inc., a Delaware corporation, American Television and Communications Corporation, a Delaware corporation, and the Issuer have entered into a Restructuring Agreement dated as of August 20, 2002 (the "Restructuring Agreement"). WHEREAS, AOLTW, the Issuer and MediaOne are concurrently entering into a registration rights agreement granting certain registration rights with respect to the MediaOne Registrable Securities (as defined below) (the "MediaOne Registration Rights Agreement"). WHEREAS, AOLTW and the Issuer are entering into this Agreement in order to provide for certain registration rights relating to the Class A Common Stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") now or hereafter held by AOLTW. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 Certain Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "Affiliate" means, with respect to a Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to a Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

2 "AOLTW Registration Date" means the earlier to occur of (i) the date on which MediaOne and its Affiliates no longer beneficially own Registrable Securities with an aggregate Market Price in excess of $250,000,000 and (ii) the date that is five years after the date of this Agreement. "AOLTW Securities" means securities of the Issuer beneficially owned by AOLTW or any of its Affiliates (other than Issuer Securities) that are proposed to be offered to the public for the account of AOLTW or any of its Affiliates (other than the Issuer or a Subsidiary of the Issuer) in a transaction registered under the Securities Act. "AT&T" has the meaning set forth in the recitals to this Agreement. "beneficially own" means to possess beneficial ownership as determined under Rule 13d-3 under the Exchange Act. "Board of Directors" means the board of directors of the Issuer or any committee thereof. "Business Day" means a day of the year other than a Saturday, Sunday or other day on which banks are required

2 "AOLTW Registration Date" means the earlier to occur of (i) the date on which MediaOne and its Affiliates no longer beneficially own Registrable Securities with an aggregate Market Price in excess of $250,000,000 and (ii) the date that is five years after the date of this Agreement. "AOLTW Securities" means securities of the Issuer beneficially owned by AOLTW or any of its Affiliates (other than Issuer Securities) that are proposed to be offered to the public for the account of AOLTW or any of its Affiliates (other than the Issuer or a Subsidiary of the Issuer) in a transaction registered under the Securities Act. "AT&T" has the meaning set forth in the recitals to this Agreement. "beneficially own" means to possess beneficial ownership as determined under Rule 13d-3 under the Exchange Act. "Board of Directors" means the board of directors of the Issuer or any committee thereof. "Business Day" means a day of the year other than a Saturday, Sunday or other day on which banks are required or authorized to close in New York City. "Class A Common Stock" has the meaning set forth in the recitals to this Agreement. "Closing Price" means, with respect to a security, as of the date of determination, (a) if such security is listed on a national securities exchange, the closing price per share of such security for such date as published in The Wall Street Journal (National Edition) or, if no such closing price on such date is published in The Wall Street Journal (National Edition), the average of the closing bid and asked prices on such date, as officially reported on the principal national securities exchange on which such security is then listed or admitted to trading; or (b) if such security is not then listed or admitted to trading on any national securities exchange but is designated as a national market system security by the NASD, the last trading price per share of such security on such date; or (c) if there is no trading on such date or if such security is not designated as a national market system security by the NASD, the average of the reported closing bid and asked prices of such security on such date as shown by The Nasdaq Stock Market, Inc. (or its successor) and reported by any member firm of The New York Stock Exchange, Inc. selected by the Issuer; or (d) if none of (a), (b) or (c) is available, a market price per security determined in good faith by the Board of Directors or, if such determination is not satisfactory to the Stockholders for whom such determination is being made, by a nationally recognized investment banking firm selected by the Issuer and such Stockholders, the expenses for which shall be borne equally by the Issuer and such Stockholders. If trading is conducted on a continuous basis on any exchange, then the closing price shall be at 4:00 P.M. New York City time. "Commission" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

3 "Common Equity" means, collectively, the Class A Common Stock and the Class B Common Stock, par value $0.01 per share, of the Issuer. "Cumulative Net Proceeds" means, with respect to a Person, as of any date of determination, the "Cumulative Net Proceeds," as defined in the MediaOne Registration Rights Agreement, of such Person as of such date of determination. "Counterparty" means any underwriter, broker or dealer with respect to a Disposition. "Deferral Period" has the meaning set forth in Section 6.3(b). "Demand Registration" has the meaning set forth in Section 4.1. "Disposition" means an underwritten public offering, including, for the avoidance of doubt, (1) a transaction in

3 "Common Equity" means, collectively, the Class A Common Stock and the Class B Common Stock, par value $0.01 per share, of the Issuer. "Cumulative Net Proceeds" means, with respect to a Person, as of any date of determination, the "Cumulative Net Proceeds," as defined in the MediaOne Registration Rights Agreement, of such Person as of such date of determination. "Counterparty" means any underwriter, broker or dealer with respect to a Disposition. "Deferral Period" has the meaning set forth in Section 6.3(b). "Demand Registration" has the meaning set forth in Section 4.1. "Disposition" means an underwritten public offering, including, for the avoidance of doubt, (1) a transaction in which the underwriter or underwriters act as principal for the sale of Registrable Class Securities pursuant to any Registration Statement (including in order to hedge its economic exposure to a Hedging Transaction) and (2) a transaction that constitutes an "at the market offering" (as such term is defined in Rule 415 under the Securities Act), in which the counterparty acts as agent (and not as principal). "Exchange Act" means the Securities Exchange Act of 1934 and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Governmental Entity" means any supranational, national, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency, instrumentality or other authority thereof, or any quasi-governmental or private body (including any self-regulatory organization) exercising any regulatory, taxing, importing or other governmental authority, whether domestic or foreign. "Hedging Counterparty" means a broker-dealer registered under Section 15(b) of the Exchange Act or an Affiliate thereof. "Hedging Transaction" means any transaction involving a security linked to the Registrable Class Securities or any security that would be deemed to be a "derivative security" (as defined in Rule 16a-1(c) under the Exchange Act) with respect to the Registrable Class Securities or transaction (even if not a security) which would (were it a security) be considered such a derivative security, or which transfers some or all of the economic risk of ownership of the Registrable Class Securities, including, without limitation, any forward contract, equity swap, put or call, put or call equivalent position, collar, non-recourse loan, sale of exchangeable security or similar transaction. For the avoidance of doubt, the following transactions shall be deemed to be Hedging Transactions:

4 (a) transactions by a Stockholder in which a Hedging Counterparty engages in short sales of Registrable Class Securities pursuant to a Prospectus and may use Registrable Securities to close out its short position; (b) transactions pursuant to which a Stockholder sells short Registrable Class Securities pursuant to a Prospectus and delivers Registrable Securities to close out its short position; (c) transactions by a Stockholder in which the Stockholder delivers, in a transaction exempt from registration under the Securities Act, Registrable Securities to the Hedging Counterparty who will then publicly resell or otherwise transfer such Registrable Securities pursuant to a Prospectus or an exemption from registration under the Securities Act; and (d) a loan or pledge of Registrable Securities to a Hedging Counterparty who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, then sell the pledged shares, in each case, in a public transaction pursuant to a Prospectus. "Incidental Registration" has the meaning set forth in Section 5.1.

4 (a) transactions by a Stockholder in which a Hedging Counterparty engages in short sales of Registrable Class Securities pursuant to a Prospectus and may use Registrable Securities to close out its short position; (b) transactions pursuant to which a Stockholder sells short Registrable Class Securities pursuant to a Prospectus and delivers Registrable Securities to close out its short position; (c) transactions by a Stockholder in which the Stockholder delivers, in a transaction exempt from registration under the Securities Act, Registrable Securities to the Hedging Counterparty who will then publicly resell or otherwise transfer such Registrable Securities pursuant to a Prospectus or an exemption from registration under the Securities Act; and (d) a loan or pledge of Registrable Securities to a Hedging Counterparty who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, then sell the pledged shares, in each case, in a public transaction pursuant to a Prospectus. "Incidental Registration" has the meaning set forth in Section 5.1. "Indemnified Party" has the meaning set forth in Section 7.3. "Indemnifying Party" has the meaning set forth in Section 7.3. "Initial Public Offering" means the initial offering to the public of any shares of the Common Equity in a transaction registered under the Securities Act. "Inspector" has the meaning set forth in Section 6.1(f). "Issuer" has the meaning set forth in the preamble to this Agreement. "Issuer Securities" means (i) for purposes of Section 6.10(c), securities of the Issuer proposed to be offered to the public for the account of the Issuer in a transaction registered under the Securities Act, together with securities of the Issuer to be offered to the public for the account of another Person other than AOLTW or any of its Affiliates (other than the Issuer and the Issuer's Subsidiaries) that are proposed to be included in such offering pursuant to Section 5.1 and (ii) for all other purposes, securities of the Issuer proposed to be offered to the public for the account of the Issuer in a transaction registered under the Securities Act. "Lead Underwriter" means, with respect to an offering, the lead book-running underwriter(s) for such offering. "Liability" has the meaning set forth in Section 7.1. "Lock-up Agreement" has the meaning set forth in Section 6.8.

5 "Majority Requesting Stockholders" means, with respect to a Registration Statement, Stockholders holding Registrable Securities representing more than 50% of those to be included in a Registration Statement (on an asconverted basis). "Majority Stockholders" means beneficial owners of Registrable Securities representing more than 50% of the total number of outstanding Registrable Securities (on an as-converted basis). "Market Price" means, as of any date of determination, the average of the daily Closing Price of the Registrable Securities for the immediately preceding 30 days on which the national securities exchanges are open for trading. "MediaOne" has the meaning set forth in the recitals to this Agreement. "MediaOne Registrable Securities" means the "Registrable Securities," as that term is defined in the MediaOne

5 "Majority Requesting Stockholders" means, with respect to a Registration Statement, Stockholders holding Registrable Securities representing more than 50% of those to be included in a Registration Statement (on an asconverted basis). "Majority Stockholders" means beneficial owners of Registrable Securities representing more than 50% of the total number of outstanding Registrable Securities (on an as-converted basis). "Market Price" means, as of any date of determination, the average of the daily Closing Price of the Registrable Securities for the immediately preceding 30 days on which the national securities exchanges are open for trading. "MediaOne" has the meaning set forth in the recitals to this Agreement. "MediaOne Registrable Securities" means the "Registrable Securities," as that term is defined in the MediaOne Registration Rights Agreement. "MediaOne Registration Rights Agreement" has the meaning set forth in the recitals to this Agreement. "MediaOne Stockholders" means the "Stockholders," as that term is defined in the MediaOne Registration Rights Agreement. "NASD" means the National Association of Securities Dealers, Inc. "OTC Hedging Transaction" has the meaning set forth in the MediaOne Registration Rights Agreement. "Permitted Transferee" means any Person to whom a Stockholder has transferred, in accordance with the terms of this Agreement, Registrable Securities. "Person" means any individual, firm, corporation, partnership, limited liability company, "group" (as such term is used in Rule 13d-3 under the Exchange Act), trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Entity or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. "Pledgee" has the meaning set forth in Section 2.4(a). "Prospectus" means the prospectus related to any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 415 under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference in such prospectus. "Records" has the meaning set forth in Section 6.1(f).

6 "Registrable Class Securities" means securities of the Issuer that are of the same class as the relevant Registrable Securities. "Registrable Securities" means each of the following: (a) any and all shares of Common Equity now or hereafter held by AOLTW or its Affiliates or issued or issuable upon conversion of any convertible security or exercise of any warrants or options held by AOLTW or its Affiliates, (b) any shares of Common Equity or any other securities issued or issuable to a Stockholder in respect of any Registrable Securities by way of a conversion, exchange, replacement, stock dividend or stock split or other distribution in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and any shares of Common Equity or voting common stock or other securities issuable upon conversion, exercise or exchange thereof, and (c) all shares of Common Equity or other securities described in (b) above owned by any Permitted Transferee that were transferred in accordance with the terms of this

6 "Registrable Class Securities" means securities of the Issuer that are of the same class as the relevant Registrable Securities. "Registrable Securities" means each of the following: (a) any and all shares of Common Equity now or hereafter held by AOLTW or its Affiliates or issued or issuable upon conversion of any convertible security or exercise of any warrants or options held by AOLTW or its Affiliates, (b) any shares of Common Equity or any other securities issued or issuable to a Stockholder in respect of any Registrable Securities by way of a conversion, exchange, replacement, stock dividend or stock split or other distribution in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and any shares of Common Equity or voting common stock or other securities issuable upon conversion, exercise or exchange thereof, and (c) all shares of Common Equity or other securities described in (b) above owned by any Permitted Transferee that were transferred in accordance with the terms of this Agreement and were Registrable Securities at the time such shares or securities were transferred to such Permitted Transferee. "Registration Expenses" has the meaning set forth in Section 6.5. "Registration Statement" means a registration statement filed pursuant to the Securities Act. "Restructuring Agreement" has the meaning set forth in the recitals to this Agreement. "Securities Act" means the Securities Act of 1933 and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Stockholder" means a holder of Registrable Securities. "Stockholder Counsel" means a firm of legal counsel designated by the Majority Stockholders. "Strategic Investor Transaction" has the meaning set forth in the MediaOne Registration Rights Agreement. 1.2 Capitalized Terms. Capitalized terms used herein and in the Schedules and not otherwise defined shall have the respective meanings ascribed to them in the Restructuring Agreement. 1.3 Successor Laws, Rules, Regulations and Forms. All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to the comparable successor thereto in effect at the time.

7 ARTICLE II GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT. 2.1 Grant of Rights. The Issuer hereby grants registration rights to the Stockholders upon the terms and conditions set forth in this Agreement. 2.2 Registrable Securities. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (b) they shall have been distributed to the public pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act, (c) they shall have been otherwise transferred, and, in accordance with Section 3.1, new certificates for them not bearing a legend restricting further transfer shall have been delivered or (d) they shall have ceased to be outstanding. 2.3 Holders of Registrable Securities. A Person is deemed to be a Stockholder whenever such Person owns of record Registrable Securities, or holds an option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities, whether or not such acquisition or conversion has actually been

7 ARTICLE II GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT. 2.1 Grant of Rights. The Issuer hereby grants registration rights to the Stockholders upon the terms and conditions set forth in this Agreement. 2.2 Registrable Securities. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (b) they shall have been distributed to the public pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act, (c) they shall have been otherwise transferred, and, in accordance with Section 3.1, new certificates for them not bearing a legend restricting further transfer shall have been delivered or (d) they shall have ceased to be outstanding. 2.3 Holders of Registrable Securities. A Person is deemed to be a Stockholder whenever such Person owns of record Registrable Securities, or holds an option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities, whether or not such acquisition or conversion has actually been effected. If the Issuer receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Issuer may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities. Registrable Securities issuable upon exercise of an option or upon conversion of another security shall be deemed outstanding for the purposes of this Agreement. 2.4 Transfer of Registration Rights. (a) Each Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement to a Permitted Transferee or pledgee ("Pledgee") only if (1) subject to the last sentence of this Section 2.4(a), such Permitted Transferee or Pledgee agrees in writing to be bound as a Stockholder by the provisions of this Agreement insofar as it pertains to the holding, owning and disposition of Registrable Securities and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Transferee or Pledgee would be restricted under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2.4, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, whether or not the subject of a Demand Registration, which Registrable Securities are not ultimately disposed of by the Stockholders pursuant to such pledge or Hedging Transaction shall, to the extent such securities remain "restricted securities" under the Securities Act, be deemed to remain "Registrable Securities" notwithstanding the release of such pledge or the completion of such Hedging Transaction. Notwithstanding anything herein to the contrary, no Pledgee or Hedging Counterparty shall be required to agree to any restriction on its ability to trade

8 in any securities, including the restrictions set forth in Section 6.8(a). The Stockholders hereby agree that they shall act in good faith with respect to the restrictions set forth in Section 6.8(a) and shall take no action or omit to take any action with the intention of circumventing or evading the restrictions applicable to them under Section 6.8(a). (b) If a Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Stockholder shall have no further rights or obligations under this Agreement, except under Article VII hereof in respect of offerings in which it participated. ARTICLE III

8 in any securities, including the restrictions set forth in Section 6.8(a). The Stockholders hereby agree that they shall act in good faith with respect to the restrictions set forth in Section 6.8(a) and shall take no action or omit to take any action with the intention of circumventing or evading the restrictions applicable to them under Section 6.8(a). (b) If a Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Stockholder shall have no further rights or obligations under this Agreement, except under Article VII hereof in respect of offerings in which it participated. ARTICLE III ACKNOWLEDGEMENTS OF THE STOCKHOLDERS 3.1 Certain Acknowledgments of the Stockholders. Each Stockholder acknowledges that all Registrable Securities will be issued or have been issued pursuant to an exemption from registration under the Securities Act and applicable state securities laws and agrees not to sell or otherwise dispose of such Registrable Securities in any transaction which would be in violation of the Securities Act or applicable state securities law. Each Stockholder acknowledges that the following legend will appear on the certificates for the Registrable Securities reflecting the foregoing restriction. The Issuer shall, at the request of any Stockholder, remove from each certificate evidencing Registrable Securities the following legend if the Issuer is reasonably satisfied (based upon an opinion of counsel or other evidence) that the securities evidenced thereby may be publicly sold without registration under the Securities Act; provided, however, that the Issuer or Issuer's counsel shall not be required to deliver an opinion of counsel to the effect that the securities evidenced thereby may be publicly sold without registration under the Securities Act unless Stockholder Counsel shall have delivered an opinion, upon which the Issuer and Issuer's counsel are entitled to rely, to the effect that the securities evidenced thereby may be publicly sold without registration under the Securities Act. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES LAWS, OR (II) UPON THE FURNISHING TO TIME WARNER CABLE INC. BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF

9 COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO TIME WARNER CABLE INC. THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE SECURITIES LAWS." ARTICLE IV DEMAND REGISTRATION. 4.1 Request for Demand Registration. (a) At any time after the completion of the Initial Public Offering, a Stockholder may make a written request to the Issuer to register, and the Issuer shall register, on the appropriate form, under the Securities Act, the number of Registrable Securities stated in such request (a "Demand Registration"). (b) Each request for a Demand Registration by Stockholders shall identify the Stockholders making such request and the amount of the Registrable Securities proposed to be sold by each and the intended method of disposition thereof.

9 COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO TIME WARNER CABLE INC. THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE SECURITIES LAWS." ARTICLE IV DEMAND REGISTRATION. 4.1 Request for Demand Registration. (a) At any time after the completion of the Initial Public Offering, a Stockholder may make a written request to the Issuer to register, and the Issuer shall register, on the appropriate form, under the Securities Act, the number of Registrable Securities stated in such request (a "Demand Registration"). (b) Each request for a Demand Registration by Stockholders shall identify the Stockholders making such request and the amount of the Registrable Securities proposed to be sold by each and the intended method of disposition thereof. 4.2 Effective Demand Registration. Subject to Section 6.3(b), the Issuer shall use all commercially reasonable efforts to (i) file a Registration Statement relating to such Demand Registration, (ii) cause such Registration Statement to be declared effective by the Commission not later than (1) 120 days (if the Issuer is not eligible to use Form S-3 for such Demand Registration) or (2) 60 days (if the Issuer is eligible to use Form S-3 for such Demand Registration), after the Issuer receives a request under Section 4.1(a) and (iii) keep such Registration Statement continuously effective until the later of (1) the time at which all Registrable Securities registered in the Demand Registration have been sold and (2) the 75th day after the date such Registration Statement is declared effective by the Commission (or such later date as the Majority Requesting Stockholders request in writing); provided that such 75-day period shall be extended for a number of days equal to the number of days that elapse from (x) the date any written notice contemplated by Section 6.3(a) is given by the Issuer to (y) the date on which the Issuer delivers to the Stockholders the supplement or amendment contemplated by Section 6.3(a). 4.3 Underwriting. If the Issuer or the Majority Requesting Stockholders elect, the Issuer shall use all commercially reasonable efforts to cause the sale of Registrable Securities relating to a Demand Registration (other than an OTC Hedging Transaction) to be in the form of a firm commitment underwritten offering, and the Lead Underwriter shall be selected in accordance with Section 6.9. 4.4 Hedging Transactions. (a) The Issuer agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Stockholder Counsel (after good faith consultation with counsel to the Issuer), it is necessary or desirable to register under

10 the Securities Act such Hedging Transactions or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Issuer shall use all commercially reasonable efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as underwriters or potential underwriters, if applicable, or any change to the Plan of Distribution) as may reasonably be required to register such Hedging Transactions or sales or transfers of Registrable Class Securities in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Issuer hereunder with respect to the registration of Registrable Securities. Any information regarding the Hedging Transaction included in a Registration Statement or Prospectus pursuant to this Section 4.4(a) shall be deemed to be information provided by the Stockholders selling Registrable Securities pursuant to such Registration Statement for purposes of Article VII.

10 the Securities Act such Hedging Transactions or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Issuer shall use all commercially reasonable efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as underwriters or potential underwriters, if applicable, or any change to the Plan of Distribution) as may reasonably be required to register such Hedging Transactions or sales or transfers of Registrable Class Securities in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Issuer hereunder with respect to the registration of Registrable Securities. Any information regarding the Hedging Transaction included in a Registration Statement or Prospectus pursuant to this Section 4.4(a) shall be deemed to be information provided by the Stockholders selling Registrable Securities pursuant to such Registration Statement for purposes of Article VII. (b) Any registration effected pursuant to this Section 4.4 shall be deemed to be a Demand Registration for purposes of this Agreement. (c) If in connection with a Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Issuer regarding the Plan of Distribution and like matters. (d) The Issuer further agrees to include, under the caption "Plan of Distribution" (or the equivalent caption), in each Registration Statement, and any related prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Registration Statement), language substantially in the form of Annex A hereto and to include in each prospectus supplement filed in connection with any proposed Hedging Transaction language mutually agreed upon by the Issuer, the relevant Stockholder and the Hedging Counterparty describing such Hedging Transaction. 4.5 Cutback Provisions. All offerings made in respect of Demand Registrations shall be subject to the limitations set forth in Section 6.10. ARTICLE V INCIDENTAL OR "PIGGY-BACK" REGISTRATION. 5.1 Issuer Incidental Registration. At any time after the Closing, if a Stockholder requests a Demand Registration in accordance with Article IV, then the Issuer shall have the right, subject to the limitations set forth in Section 6.10, to register Issuer Securities or securities for the account of any stockholder of the Issuer other than the Stockholders. In connection with any Demand Registration under Article IV

11 involving an underwritten offering, the Issuer shall not include any securities of the Issuer for the account of any Person other than the Stockholders unless such Person accepts the terms of the underwritten offering as agreed upon between the Lead Underwriter and the Stockholders requesting registration. 5.2 Stockholder Incidental Registration. (a) At any time after the Closing, if the Issuer proposes to file a Registration Statement with respect to an offering of securities (other than debt securities, or non-participating preferred equity securities, not exchangeable for or convertible into or otherwise linked to the Common Equity) by the Issuer for its own account or for the account of any stockholder of the Issuer other than the Stockholders (other than (i) a Registration Statement on Form S-4 or S-8 or (ii) a Registration Statement relating to the issuance of securities as consideration in any acquisition by the Issuer), then the Issuer shall give written notice (a "Filing Notice") of such proposed filing to each Stockholder at least 10 Business Days before the anticipated filing date, which notice shall describe the proposed registration and distribution and offer such Stockholder the opportunity to register the number of Registrable Securities as the

11 involving an underwritten offering, the Issuer shall not include any securities of the Issuer for the account of any Person other than the Stockholders unless such Person accepts the terms of the underwritten offering as agreed upon between the Lead Underwriter and the Stockholders requesting registration. 5.2 Stockholder Incidental Registration. (a) At any time after the Closing, if the Issuer proposes to file a Registration Statement with respect to an offering of securities (other than debt securities, or non-participating preferred equity securities, not exchangeable for or convertible into or otherwise linked to the Common Equity) by the Issuer for its own account or for the account of any stockholder of the Issuer other than the Stockholders (other than (i) a Registration Statement on Form S-4 or S-8 or (ii) a Registration Statement relating to the issuance of securities as consideration in any acquisition by the Issuer), then the Issuer shall give written notice (a "Filing Notice") of such proposed filing to each Stockholder at least 10 Business Days before the anticipated filing date, which notice shall describe the proposed registration and distribution and offer such Stockholder the opportunity to register the number of Registrable Securities as the Stockholder requests (an "Incidental Registration"). (b) The Issuer shall permit the Stockholders who have made written requests to the Issuer to participate in the Incidental Registration within 5 Business Days after receipt of the Filing Notice to include up to all of their Registrable Securities (subject to the limitations set forth in Section 6.10) in such offering on the same terms and conditions as the securities of the Issuer or for the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 5.2 involving an underwritten offering, the Issuer shall not be required to include any Registrable Securities in such underwritten offering unless the participating Stockholders accept the terms of the underwritten offering as agreed upon by the Issuer and such other stockholders, if any. ARTICLE VI REGISTRATION PROCEDURES. 6.1 Obligations of the Issuer. Whenever registration of Registrable Securities has been requested pursuant to Article IV or Article V, the Issuer shall use all commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request: (a) the Issuer shall, as expeditiously as practicable, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Issuer is not then eligible to use Form S-3, on any form for which the Issuer then qualifies, which counsel for the Issuer deems appropriate and which is available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof), and use all commercially reasonable efforts to cause such Registration Statement to

12 become effective as expeditiously as practicable; provided, however, that (i) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Issuer shall provide Stockholder Counsel and any other Inspector with a reasonable opportunity to review and comment on such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto) to be filed with the Commission, subject to such documents being under the Issuer's control, and (ii) the Issuer shall notify each Stockholder, Stockholder Counsel, and each other party participating in such distribution of Registrable Securities of any stop order issued or threatened by the Commission and take all commercially reasonable action required to prevent the entry of such stop order or to remove it if entered; (b) the Issuer shall, as expeditiously as practicable, prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus as may be necessary to keep such Registration Statement effective until the earlier of (i) the 75th day after the effective date thereof (or such later date as the Majority Requesting Stockholders request in writing) and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold (provided that such 75-day period shall be extended for a number

12 become effective as expeditiously as practicable; provided, however, that (i) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Issuer shall provide Stockholder Counsel and any other Inspector with a reasonable opportunity to review and comment on such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto) to be filed with the Commission, subject to such documents being under the Issuer's control, and (ii) the Issuer shall notify each Stockholder, Stockholder Counsel, and each other party participating in such distribution of Registrable Securities of any stop order issued or threatened by the Commission and take all commercially reasonable action required to prevent the entry of such stop order or to remove it if entered; (b) the Issuer shall, as expeditiously as practicable, prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus as may be necessary to keep such Registration Statement effective until the earlier of (i) the 75th day after the effective date thereof (or such later date as the Majority Requesting Stockholders request in writing) and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold (provided that such 75-day period shall be extended for a number of days equal to the number of days that elapse from (x) the date any written notice contemplated by Section 6.3 (a) is given by the Issuer to (y) the date on which the Issuer delivers to the Stockholders the supplement or amendment contemplated by Section 6.3(a)); and the Issuer shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (c) the Issuer shall furnish to each seller of Registrable Securities, prior to filing a Registration Statement, at least one conformed copy of such Registration Statement as is proposed to be filed, and thereafter shall promptly furnish such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the Prospectus included therein (including each preliminary Prospectus and any Prospectus filed under Rule 424 under the Securities Act) as each such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller; in addition, the Issuer shall promptly after receipt furnish to each Stockholder copies of the portions of any and all transmittal letters and any other correspondence (including, but not limited to, comment letters) with the Commission or any other Governmental Entity relating to such Registration Statement or amendment or supplement thereto relating to the sections entitled "Plan of Distribution" or "Selling Stockholders," and the Majority Requesting Stockholders shall have the right to request that the Issuer modify any such information contained in such Registration Statement or amendment and supplement thereto pertaining to such Stockholders in such sections, and the Issuer shall use all commercially reasonable efforts to comply with such request; provided, however, that the Issuer shall not have any obligation to modify any information if the Issuer reasonably expects that so doing would cause the Registration Statement to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

13 (d) the Issuer shall use all commercially reasonable efforts (i) to register or qualify all Registrable Securities and other securities covered by the Registration Statement under such other securities or "blue sky" laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by the Registration Statement shall reasonably request, (ii) to keep such registration or qualification in effect during the period during which the Registration Statement is effective, (iii) to obtain the withdrawal of any order or other determination suspending such registration or qualification during the period during which the Registration Statement is effective and (iv) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Issuer shall not for any such purpose be required to (1) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, (2) subject itself to taxation in any such jurisdiction or (3) consent to general service of process in any such jurisdiction; (e) the Issuer shall enter into and perform customary agreements (including underwriting and indemnification and

13 (d) the Issuer shall use all commercially reasonable efforts (i) to register or qualify all Registrable Securities and other securities covered by the Registration Statement under such other securities or "blue sky" laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by the Registration Statement shall reasonably request, (ii) to keep such registration or qualification in effect during the period during which the Registration Statement is effective, (iii) to obtain the withdrawal of any order or other determination suspending such registration or qualification during the period during which the Registration Statement is effective and (iv) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Issuer shall not for any such purpose be required to (1) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, (2) subject itself to taxation in any such jurisdiction or (3) consent to general service of process in any such jurisdiction; (e) the Issuer shall enter into and perform customary agreements (including underwriting and indemnification and contribution agreements in customary form with the Lead Underwriter or other Counterparty and reasonably acceptable to the Counterparty) and take such other commercially reasonable actions as are required in order to expedite or facilitate each Disposition and shall provide all reasonable cooperation, including causing appropriate officers to attend and participate in "road shows" and other information meetings organized by the Counterparty, customary for similar Dispositions; (f) the Issuer shall make available at reasonable times for inspection by any seller of Registrable Securities, the Counterparties participating in any Disposition, Stockholder Counsel and any attorney, accountant or other agent retained by any Counterparty (each, an "Inspector" and collectively, the "Inspectors"), all financial and other records, corporate documents of the Issuer and its Subsidiaries (collectively, the "Records") as are reasonably necessary to enable them to exercise their due diligence responsibilities, and cause the Issuer's and its Subsidiaries' officers, directors and employees, and the independent public accountants of the Issuer, to discuss the business and affairs of the Issuer and its Subsidiaries, to supply promptly all information reasonably requested by any such Inspector in connection with such Registration Statement and to otherwise reasonably cooperate in the due diligence process of the Inspectors; (g) in the case of a Disposition, the Issuer shall use all commercially reasonable efforts to obtain "cold comfort" letters addressed to the Issuer and the Counterparties and dated the effective date of the Registration Statement and the date of the closing under the agreement relating to such Disposition from the Issuer's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters in agreements that are customary or reasonably appropriate for the types of offerings that are most similar to such Disposition, as Stockholder Counsel or the Counterparty reasonably requests;

14 (h) the Issuer shall use all commercially reasonable efforts to furnish, at the request of any seller of Registrable Securities, on the date such Registrable Securities are delivered to the Counterparties for sale pursuant to such Registration Statement or, if such Registrable Securities are not being sold through underwriters, on the date the Registration Statement with respect to such Registrable Securities becomes effective, a signed opinion, dated such date, of counsel representing the Issuer for the purposes of such Disposition, addressed to the Counterparties, if any, covering such legal matters with respect to the Disposition in respect of which such opinion is being given as the Counterparties, if any, and such seller may reasonably request and are customarily included in such opinions relating to transactions similar to such Disposition; (i) the Issuer shall comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of the Registration Statement, an earnings statement covering a period of 12 months beginning after the effective date of the Registration Statement, in a manner that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (j) the Issuer shall use all commercially reasonable efforts to cause all such Registrable Securities to be listed on

14 (h) the Issuer shall use all commercially reasonable efforts to furnish, at the request of any seller of Registrable Securities, on the date such Registrable Securities are delivered to the Counterparties for sale pursuant to such Registration Statement or, if such Registrable Securities are not being sold through underwriters, on the date the Registration Statement with respect to such Registrable Securities becomes effective, a signed opinion, dated such date, of counsel representing the Issuer for the purposes of such Disposition, addressed to the Counterparties, if any, covering such legal matters with respect to the Disposition in respect of which such opinion is being given as the Counterparties, if any, and such seller may reasonably request and are customarily included in such opinions relating to transactions similar to such Disposition; (i) the Issuer shall comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of the Registration Statement, an earnings statement covering a period of 12 months beginning after the effective date of the Registration Statement, in a manner that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (j) the Issuer shall use all commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Issuer are then listed (and if no such securities are then listed on any securities exchange, on a national securities exchange or automated quotation system selected by the Issuer) and to thereafter comply with all applicable rules of such securities exchange or automated quotation system so as to permit the continued listing of such securities on such exchange or automated quotation system; (k) the Issuer shall use all commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be registered with or approved by such Governmental Entities as may be necessary in the written opinion of counsel to the Issuer and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities within the United States of America; (l) the Issuer shall cooperate with each seller of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Registration Statement, and provide the transfer agent for the Registrable Securities with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company; (m) the Issuer shall timely keep Stockholder Counsel advised in writing as to the initiation and progress of any registration under Article IV or Article V hereunder; (n) the Issuer shall cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable

15 Securities and their respective counsel in connection with any filings required to be made with the NASD; (o) during the time when a Prospectus is required to be delivered under the Securities Act, the Issuer shall promptly give notice to all Stockholders selling securities pursuant to such Prospectus (i) of the receipt by the Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threat in writing of any proceeding for such purpose, (ii) of the occurrence of any of the events described in Section 6.3(b) (provided, however, that no notice by the Issuer shall be required pursuant to this clause (ii) in the event that the Issuer either promptly files a Prospectus supplement or amendment to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such event that results in the Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading) and (iii) of the determination by the Issuer that a posteffective amendment to a Registration Statement will be filed with the Commission;

15 Securities and their respective counsel in connection with any filings required to be made with the NASD; (o) during the time when a Prospectus is required to be delivered under the Securities Act, the Issuer shall promptly give notice to all Stockholders selling securities pursuant to such Prospectus (i) of the receipt by the Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threat in writing of any proceeding for such purpose, (ii) of the occurrence of any of the events described in Section 6.3(b) (provided, however, that no notice by the Issuer shall be required pursuant to this clause (ii) in the event that the Issuer either promptly files a Prospectus supplement or amendment to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such event that results in the Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading) and (iii) of the determination by the Issuer that a posteffective amendment to a Registration Statement will be filed with the Commission; (p) if the Issuer files a Registration Statement on Form S-3, and one or more Stockholders request to have an offering of Registrable Securities registered under such Registration Statement pursuant to Article IV or V hereof, the Issuer shall use all commercially reasonable efforts to include in such Registration Statement such additional information for marketing purposes as the Lead Underwriter with respect to such offering reasonably requests; provided, however, that, if such additional information is included in such Registration Statement, the time period for having such Registration Statement declared effective pursuant to clause (ii)(2) of Section 4.2 shall be no more than 120 days and the Issuer shall use all commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as is practicable; and (q) the Issuer shall use all commercially reasonable efforts to promptly take all other steps necessary to effect the registration and sale of the Registrable Securities contemplated hereby. 6.2 Seller Information, Compliance with Laws, Customary Agreements. The Issuer may require that (a) each seller of Registrable Securities as to which any Registration Statement is being filed furnish the Issuer such information regarding such seller and the distribution of such securities as the Issuer may from time to time reasonably request in writing; (b) each seller of Registrable Securities agree to comply with the Securities Act and the Exchange Act and all applicable state securities laws and comply with all applicable regulations in connection with the registration and distribution of the Registrable Securities; and (c) each seller of Registrable Securities use all commercially reasonable efforts to enter into and perform customary agreements (including an underwriting and indemnification agreement in customary form with the

16 Lead Underwriter) and to take such other commercially reasonable actions in order to expedite or facilitate the disposition of such Registrable Securities. 6.3 Notice to Discontinue, Deferral Periods. (a) The Issuer shall promptly notify each Stockholder selling securities of the Issuer pursuant to a Registration Statement (i) upon discovery that, or upon the happening of any event as a result of which, the Prospectus or the Registration Statement includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or of the occurrence of any event specified in Section 6.3(b); (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement; or (iii) of any written request by the Commission for (1) amendments to the Registration Statement or any document incorporated or deemed to be incorporated by reference in the Registration Statement, (2) supplements or amendments to the Prospectus or (3) additional information. Immediately following any such event (x) upon the request of the Issuer, each Stockholder shall suspend the use of the Prospectus and shall not sell any Registrable Securities until such Stockholder has received copies of the supplemented or amended Prospectus or until it is advised by the Issuer that the Prospectus may be used, and (y) the Issuer shall use all commercially

16 Lead Underwriter) and to take such other commercially reasonable actions in order to expedite or facilitate the disposition of such Registrable Securities. 6.3 Notice to Discontinue, Deferral Periods. (a) The Issuer shall promptly notify each Stockholder selling securities of the Issuer pursuant to a Registration Statement (i) upon discovery that, or upon the happening of any event as a result of which, the Prospectus or the Registration Statement includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or of the occurrence of any event specified in Section 6.3(b); (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement; or (iii) of any written request by the Commission for (1) amendments to the Registration Statement or any document incorporated or deemed to be incorporated by reference in the Registration Statement, (2) supplements or amendments to the Prospectus or (3) additional information. Immediately following any such event (x) upon the request of the Issuer, each Stockholder shall suspend the use of the Prospectus and shall not sell any Registrable Securities until such Stockholder has received copies of the supplemented or amended Prospectus or until it is advised by the Issuer that the Prospectus may be used, and (y) the Issuer shall use all commercially reasonable efforts to, as promptly as practicable or in the case of an event specified in Section 6.3(b), by the end of the Deferral Period (as defined below), prepare and file a post-effective amendment to the Registration Statement or a supplement or amendment to the related Prospectus or any document that would be incorporated by reference into the Registration Statement and Prospectus so that the Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and promptly thereafter deliver to the holders of the Registrable Securities a reasonable number of copies of the supplement or amendment of such Prospectus complying with the foregoing, and, in the case of a post-effective amendment to a Registration Statement, use all commercially reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable. (b) The Issuer shall not be required to file any Registration Statement pursuant to this Agreement, file any amendment thereto, furnish any supplement or amendment to a Prospectus included in a Registration Statement, make any other filing with the Commission, cause any Registration Statement or other filing with the Commission to become effective, or take any similar action (collectively, "Registration Actions") and may withdraw any Registration Statement or other filing with the Commission, and any and all sales of Registrable Securities by a holder thereof pursuant to a Registration Statement shall be suspended: (i) if such Registration Action would, in the good-faith judgment of the Board of Directors, materially interfere with business activities or plans of the Issuer, (ii) if such Registration Action would, in the good-faith judgment of the Board of Directors, require the disclosure of material non-

17 public information which disclosure, in the good-faith judgment of the Board of Directors, would be detrimental to the Issuer or (iii) if such Registration Action would require the inclusion of audited financial statements of the Issuer that are not then available. Upon the occurrence of any condition described in clauses (i), (ii) or (iii) of the first sentence of this Section 6.3(b), the Issuer shall give prompt notice thereof (which notice shall state whether it intends to delay any of the Registration Actions and/or suspend sales of Registrable Securities) to the Stockholders. Upon the termination of the condition described in clauses (i), (ii) or (iii) of the first sentence of this Section 6.3(b), the Issuer shall give prompt notice to the Stockholders and, in the case of a Demand Registration, if the request for Demand Registration has not been revoked pursuant to Section 6.3(d), shall promptly proceed with the Registration Actions and make any other filing with the Commission required of it or terminate any suspension of sales it has put into effect and shall take all such other commercially reasonable actions to permit registered sales of Registrable Securities as contemplated by this Agreement. It is understood and agreed that the foregoing provisions of this Section 6.3(b) shall not prevent a sale or hedge pursuant to Rule 144 by a holder of Registrable Securities or in a transaction exempt from registration under the Securities Act.

17 public information which disclosure, in the good-faith judgment of the Board of Directors, would be detrimental to the Issuer or (iii) if such Registration Action would require the inclusion of audited financial statements of the Issuer that are not then available. Upon the occurrence of any condition described in clauses (i), (ii) or (iii) of the first sentence of this Section 6.3(b), the Issuer shall give prompt notice thereof (which notice shall state whether it intends to delay any of the Registration Actions and/or suspend sales of Registrable Securities) to the Stockholders. Upon the termination of the condition described in clauses (i), (ii) or (iii) of the first sentence of this Section 6.3(b), the Issuer shall give prompt notice to the Stockholders and, in the case of a Demand Registration, if the request for Demand Registration has not been revoked pursuant to Section 6.3(d), shall promptly proceed with the Registration Actions and make any other filing with the Commission required of it or terminate any suspension of sales it has put into effect and shall take all such other commercially reasonable actions to permit registered sales of Registrable Securities as contemplated by this Agreement. It is understood and agreed that the foregoing provisions of this Section 6.3(b) shall not prevent a sale or hedge pursuant to Rule 144 by a holder of Registrable Securities or in a transaction exempt from registration under the Securities Act. (c) Notwithstanding anything to the contrary in Section 6.3(b), the Issuer may only delay Registration Actions or suspend sales of Registrable Securities for three periods (each, a "Deferral Period") of up to 120 days in the aggregate in any period of twelve consecutive months. In addition, no suspension pursuant to Section 6.3(b) after the Initial Public Offering shall be effective unless (x) each director and executive officer of the Issuer is also prohibited by the Issuer's insider trading policy or otherwise from making purchases and sales (other than those made pursuant to plans designed to comply with Rule 10b5-1(c)(1)(i) under the Exchange Act) by reason of the condition specified in the first sentence of Section 6.3(b) and (y) each other holder entitled to sell equity securities of the Issuer pursuant to registration rights under a selling stockholder prospectus is, or agrees to be, subject to deferral provisions substantially similar to or more restrictive than those contained in Section 6.3(b). 6.4 Reports and Materials to be Filed under the Securities Act and the Exchange Act. The Issuer shall timely file the reports and materials required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (including but not limited to the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144) and shall take all commercially reasonable actions as a Stockholder or any broker or dealer facilitating a sale of Registrable Securities may reasonably request to enable such Stockholder to sell or hedge Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rules or regulations hereafter adopted by the Commission. Upon the request of any Stockholder, the Issuer shall deliver to such Stockholder a written statement as to whether it has complied with such requirements. 6.5 Registration Expenses. The Issuer shall pay all expenses ("Registration Expenses") arising from or incident to any Demand Registration or

18 Incidental Registration by the Stockholders pursuant to the terms of this Agreement, regardless of whether the relevant Registration Statement is declared effective; provided, however, that the Stockholders shall each bear the expense of any broker's commission or underwriter's discount or commission relating to registration and sale of its Registrable Securities and any of its legal fees, incurred in connection with a Demand Registration or Incidental Registration. Subject to the proviso included in the immediately preceding sentence, Registration Expenses shall include, without limitation, any and all expenses incident to performance of or compliance with any registration or marketing of securities pursuant to Article IV or V, including, without limitation, (i) the fees, disbursements and expenses of Issuer's counsel and accountants in connection with this Agreement and the performance of the Issuer's counsel and accountants in connection with this Agreement and the performance of the Issuer's obligations hereunder; (ii) all expenses, including filing fees, in connection with the preparation, printing and filing of any Registration Statement, any Prospectus or preliminary Prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers; (iii) the cost of printing or producing any agreements among underwriters, underwriting agreements, and blue sky or legal investment memoranda, any selling agreements and any other documents in

18 Incidental Registration by the Stockholders pursuant to the terms of this Agreement, regardless of whether the relevant Registration Statement is declared effective; provided, however, that the Stockholders shall each bear the expense of any broker's commission or underwriter's discount or commission relating to registration and sale of its Registrable Securities and any of its legal fees, incurred in connection with a Demand Registration or Incidental Registration. Subject to the proviso included in the immediately preceding sentence, Registration Expenses shall include, without limitation, any and all expenses incident to performance of or compliance with any registration or marketing of securities pursuant to Article IV or V, including, without limitation, (i) the fees, disbursements and expenses of Issuer's counsel and accountants in connection with this Agreement and the performance of the Issuer's counsel and accountants in connection with this Agreement and the performance of the Issuer's obligations hereunder; (ii) all expenses, including filing fees, in connection with the preparation, printing and filing of any Registration Statement, any Prospectus or preliminary Prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers; (iii) the cost of printing or producing any agreements among underwriters, underwriting agreements, and blue sky or legal investment memoranda, any selling agreements and any other documents in connection with the offering, sale or delivery of the securities to be disposed of; (iv) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under state securities laws, including the fees and disbursements of counsel for the underwriters in connection with such qualification and in connection with any blue sky and legal investment surveys; (v) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the securities to be disposed of; (vi) transfer agents' and registrars' fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering; (vii) all security engraving and security printing expenses; (viii) all fees and expenses payable in connection with the listing of the securities on any securities exchange or automated interdealer quotation system; (ix) any other fees and disbursements of underwriters customarily paid by the issuers of securities; and (x) the costs and expenses of the Issuer relating to analyst or investor presentations or any "road show" undertaken in connection with the registration and/or marketing of any Registrable Securities. 6.6 Confidentiality. Any Records provided in connection with Section 6.1(f) that the Issuer determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be publicly disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Issuer if the Issuer shall so request) unless (i) the disclosure of such Records is necessary, in the Issuer's reasonable judgment, to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (iii) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Issuer or has been made generally available to the public or otherwise becomes available on a non-confidential basis. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Issuer and allow

19 the Issuer, at the Issuer's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. 6.7 Stock Split. Prior to the Initial Public Offering, the Issuer shall effect a split of the Class A Common Stock so that the price per share of Class A Common Stock reasonably expected to be received in the Initial Public Offering shall be within a range that, in the judgment of the Lead Underwriter, will facilitate the Initial Public Offering on the best possible terms. The Stockholders agree to take all actions necessary to permit the Issuer to comply with its obligations pursuant to the preceding sentence. 6.8 Restrictions on Public Sales. (a) If requested in writing by any Lead Underwriter in connection with a public offering of shares of Common Equity (or instruments convertible into or exchangeable for Common Equity), each of the Stockholders (other than any Pledgee or Hedging Counterparty) and the Issuer shall execute and deliver agreements ("Lock-up Agreements") containing such restrictions on its ability to dispose of shares of Common Equity (or instruments convertible into or exchangeable for Common Equity) as such Lead Underwriter may reasonably request;

19 the Issuer, at the Issuer's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. 6.7 Stock Split. Prior to the Initial Public Offering, the Issuer shall effect a split of the Class A Common Stock so that the price per share of Class A Common Stock reasonably expected to be received in the Initial Public Offering shall be within a range that, in the judgment of the Lead Underwriter, will facilitate the Initial Public Offering on the best possible terms. The Stockholders agree to take all actions necessary to permit the Issuer to comply with its obligations pursuant to the preceding sentence. 6.8 Restrictions on Public Sales. (a) If requested in writing by any Lead Underwriter in connection with a public offering of shares of Common Equity (or instruments convertible into or exchangeable for Common Equity), each of the Stockholders (other than any Pledgee or Hedging Counterparty) and the Issuer shall execute and deliver agreements ("Lock-up Agreements") containing such restrictions on its ability to dispose of shares of Common Equity (or instruments convertible into or exchangeable for Common Equity) as such Lead Underwriter may reasonably request; provided that such restrictions shall be the same for all parties and shall not have a duration of more than (i) 180 days after the completion of such offering (in the case of the Initial Public Offering) or (ii) 90 days after the completion of such offering (in the case of other public offerings). Any Lock-up Agreements executed by the Stockholders shall contain provisions naming the Issuer as an intended third-party beneficiary thereof and requiring the prior written consent of the Issuer for any amendments thereto or waivers thereof. Any Lock-up Agreements executed by the Issuer shall contain provisions naming the Stockholders as intended third-party beneficiaries thereof and requiring the prior written consent of the Majority Stockholders for any amendments thereto or waivers thereof. (b) A Stockholder shall not be required hereunder to sign a Lock-up Agreement that restricts the Stockholder from exercising the Incidental Registration rights set forth in Article V. (c) In connection with a Demand Registration, the Issuer shall use all commercially reasonable efforts to have all executive officers, directors and holders of more than 5% of any class of the Common Equity execute agreements that are no less restrictive than the restrictions contained in the Lock-up Agreements. 6.9 Selection of Underwriters. In any underwritten public offering pursuant to a Demand Registration (other than the Initial Public Offering), (i) the Majority Requesting Stockholders shall have the right to select one nationallyrecognized investment banking firm as a co-lead book running manager (or the equivalent) with respect to such offering, which firm shall be reasonably acceptable to the Issuer, and the Issuer shall, for purposes of all applicable provisions in other agreements relating to the selection of underwriters in underwritten public offerings (including, without limitation, Section 6.9 of the MediaOne Registration Rights Agreement), select such firm as a co-

20 lead book running manager (or the equivalent); and (ii) any other co-lead book running managers (or the equivalent) that are selected pursuant to any other applicable provisions contained in other agreements relating to the selection of underwriters in underwritten public offerings (including, without limitation, Section 6.9 of the MediaOne Registration Rights Agreement) shall also act as co-lead book running managers with respect to such offering. In all other underwritten public offerings, other than offerings in which the Issuer is only permitted to select one co-lead book running manager (or the equivalent) (including, without limitation, pursuant to Section 6.9 of the MediaOne Registration Rights Agreement), the Issuer shall have the right to select all Lead Underwriters, except that if at least $500 million of Registrable Securities are proposed to be sold pursuant thereto, the Majority Requesting Stockholders shall have the right to select one nationally-recognized investment banking firm as a co-lead book running manager (or the equivalent) with respect to such offering, which firm shall be reasonably acceptable to the Issuer, and the Issuer shall, for purposes of all applicable provisions in other agreements relating to the selection of underwriters in underwritten public offerings (including, without limitation, Section 6.9 of the MediaOne Registration Rights Agreement), select such firm as a co-lead book running manager (or the equivalent).

20 lead book running manager (or the equivalent); and (ii) any other co-lead book running managers (or the equivalent) that are selected pursuant to any other applicable provisions contained in other agreements relating to the selection of underwriters in underwritten public offerings (including, without limitation, Section 6.9 of the MediaOne Registration Rights Agreement) shall also act as co-lead book running managers with respect to such offering. In all other underwritten public offerings, other than offerings in which the Issuer is only permitted to select one co-lead book running manager (or the equivalent) (including, without limitation, pursuant to Section 6.9 of the MediaOne Registration Rights Agreement), the Issuer shall have the right to select all Lead Underwriters, except that if at least $500 million of Registrable Securities are proposed to be sold pursuant thereto, the Majority Requesting Stockholders shall have the right to select one nationally-recognized investment banking firm as a co-lead book running manager (or the equivalent) with respect to such offering, which firm shall be reasonably acceptable to the Issuer, and the Issuer shall, for purposes of all applicable provisions in other agreements relating to the selection of underwriters in underwritten public offerings (including, without limitation, Section 6.9 of the MediaOne Registration Rights Agreement), select such firm as a co-lead book running manager (or the equivalent). 6.10 Limitations on Registration. In any public offering of securities of the Issuer registered pursuant to Article IV or V, if any Lead Underwriter determines in good faith that the registration of all or part of such securities requested to be included would have a material and adverse effect on the success of such offering, then the Issuer shall be required to include in such offering only such number of such securities as the Lead Underwriter reasonably believes would not have such adverse effect, according to the following priority: (a) First, such offering shall include any Issuer Securities proposed to be included in such offering, until the Issuer's Cumulative Net Proceeds are $2.1 billion; (b) Second, such offering shall include any MediaOne Registrable Securities proposed to be included in such offering, until the MediaOne Stockholders' Cumulative Net Proceeds are $3.0 billion; and (c) Third, (i) if such offering occurs prior to the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall (A) first, be divided equally among (x) any such securities that are MediaOne Registrable Securities not already included in such offering and (y) any such securities that are Issuer Securities not already included in such offering, (B) second, include any MediaOne Registrable Securities or Issuer Securities, as the case may be, not already included in such offering and (C) third, include any AOLTW Securities requested to be included in such offering; and (ii) if such offering occurs on or after the AOLTW Registration Date, such offering shall include any other securities proposed to be

21 included in such offering, which securities shall be divided equally among (x) any such securities that are MediaOne Registrable Securities not already included in such offering, (y) any such securities that are Issuer Securities not already included in such offering and (z) any such securities that are AOLTW Securities not already included in such offering, in each case until all such securities requested to be registered have been included in such offering. Prior to the AOLTW Registration Date, to the extent that the Issuer proposes to include any Issuer Securities whose proceeds, as described in the "Use of Proceeds" section of the relevant Registration Statement, are to be distributed or loaned to, or used to purchase securities issued by or held by, AOLTW or any of its Affiliates (other than the Issuer or any of its Subsidiaries), such Issuer Securities shall be deemed to be AOLTW Securities for purposes of Sections 6.10(a) and (c). ARTICLE VII INDEMNIFICATION

21 included in such offering, which securities shall be divided equally among (x) any such securities that are MediaOne Registrable Securities not already included in such offering, (y) any such securities that are Issuer Securities not already included in such offering and (z) any such securities that are AOLTW Securities not already included in such offering, in each case until all such securities requested to be registered have been included in such offering. Prior to the AOLTW Registration Date, to the extent that the Issuer proposes to include any Issuer Securities whose proceeds, as described in the "Use of Proceeds" section of the relevant Registration Statement, are to be distributed or loaned to, or used to purchase securities issued by or held by, AOLTW or any of its Affiliates (other than the Issuer or any of its Subsidiaries), such Issuer Securities shall be deemed to be AOLTW Securities for purposes of Sections 6.10(a) and (c). ARTICLE VII INDEMNIFICATION 7.1 Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless each Stockholder, its partners, directors, officers, other Affiliates and each Person who controls (within the meaning of Section 15 of the Securities Act) such Stockholder from and against any and all losses, claims, damages, liabilities and expenses, or any action or proceeding in respect thereof (including reasonable costs of investigation and reasonable attorneys' fees and expenses) (each, a "Liability" and collectively, "Liabilities"), arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made; provided, however, that the Issuer shall not be liable (i) in any such case to the extent that any such Liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, Prospectus or preliminary prospectus or notification or offering circular in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Stockholder (including, without limitation, the information provided pursuant to Section 7.2), specifically for use in the preparation thereof and (ii) for any Liability if (1) the Issuer has notified such Stockholder to suspend use of the Prospectus pursuant to Section 6.3(a) or (b), (2) such Stockholder continues to use the relevant Prospectus notwithstanding such notice, and (3) such Liability arises from or is based upon an untrue statement or alleged untrue statement of any material fact or omission to state a material fact that was cured in the supplemented or amended Prospectus contemplated by Section 6.3(a) or (b). 7.2 Indemnification by the Stockholder. In connection with any offering in which a Stockholder is participating pursuant to Article IV or Article V, such Stockholder shall promptly furnish to the Issuer in writing such information with respect

22 to such Stockholder and the distribution of the Registrable Securities as the Issuer may reasonably request or as may be required by law for use in connection with any related Registration Statement or Prospectus and all information required to be disclosed in order to make the information previously furnished to the Issuer by such Stockholder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Stockholder necessary in order to make the statements therein not misleading. Each Stockholder selling Registrable Securities pursuant to a Registration Statement and associated Prospectus agrees, severally but not jointly, to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) to the same extent as the indemnity from the Issuer to such Stockholder under Section 7.1 hereof but only with respect to information provided by such Stockholder or on such Stockholder's behalf expressly for use in such Registration Statement or Prospectus relating to the Registrable Securities; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount

22 to such Stockholder and the distribution of the Registrable Securities as the Issuer may reasonably request or as may be required by law for use in connection with any related Registration Statement or Prospectus and all information required to be disclosed in order to make the information previously furnished to the Issuer by such Stockholder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Stockholder necessary in order to make the statements therein not misleading. Each Stockholder selling Registrable Securities pursuant to a Registration Statement and associated Prospectus agrees, severally but not jointly, to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) to the same extent as the indemnity from the Issuer to such Stockholder under Section 7.1 hereof but only with respect to information provided by such Stockholder or on such Stockholder's behalf expressly for use in such Registration Statement or Prospectus relating to the Registrable Securities; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Indemnifying Party in the transaction giving rise to such Liability. 7.3 Conduct of Indemnification Proceedings. Any Person entitled to indemnification under this Article VII (each, an "Indemnified Party") agrees to give prompt written notice to each indemnifying party (each, an "Indemnifying Party") after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it may have to the Indemnified Party hereunder (except to the extent that the Indemnifying Party forfeits substantive rights or defenses by reason of such failure) and in no event shall such failure relieve the Indemnifying Party from and against any other Liability it may have to such Indemnified Party. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action, (iii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (iv) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and such parties have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or would present a conflict of interest or (y) there may be one or more legal defenses available to the Indemnified Party which are different from, inconsistent with or additional to those available to the Indemnifying Party. In any of the cases specified in clauses (ii) and (iv) of the immediately preceding sentence, the Indemnifying Party shall not be liable for the fees and expenses of more than one

23 separate firm of attorneys (in addition to any local counsel) for all Indemnified Parties. No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the consent of such Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability for claims that are the subject matter of such proceeding. 7.4 Contribution. If the indemnification provided for in this Article VII shall for any reason be held by a court of competent jurisdiction to be unavailable to an Indemnified Party, in respect of any Liability, then, in lieu of the amount paid or payable under Section 7.1 or 7.2, as the case may be, the Indemnified Party and the Indemnifying Party shall contribute to the aggregate Liabilities in such proportion as is appropriate to reflect the relative fault of the Issuer and the prospective sellers of Registrable Securities covered by the Registration Statement in connection with the statements or omissions which resulted in such loss, claim, damage or liability, or action or proceeding in respect thereof, as well as any other relevant equitable considerations (the relative fault of the Issuer and such prospective sellers to be determined by reference to, among other things, whether the untrue or

23 separate firm of attorneys (in addition to any local counsel) for all Indemnified Parties. No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the consent of such Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability for claims that are the subject matter of such proceeding. 7.4 Contribution. If the indemnification provided for in this Article VII shall for any reason be held by a court of competent jurisdiction to be unavailable to an Indemnified Party, in respect of any Liability, then, in lieu of the amount paid or payable under Section 7.1 or 7.2, as the case may be, the Indemnified Party and the Indemnifying Party shall contribute to the aggregate Liabilities in such proportion as is appropriate to reflect the relative fault of the Issuer and the prospective sellers of Registrable Securities covered by the Registration Statement in connection with the statements or omissions which resulted in such loss, claim, damage or liability, or action or proceeding in respect thereof, as well as any other relevant equitable considerations (the relative fault of the Issuer and such prospective sellers to be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer or such prospective sellers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission). The parties hereto acknowledge that in no event shall the obligation of any Indemnifying Party to contribute under this Section 7.4 exceed the amount that such Indemnifying Party would have been obligated to pay by way of indemnification if the indemnification provided for under Section 7.1 or 7.2 had been available under the circumstances. The Issuer and each Stockholder agree that it would not be just and equitable if contribution pursuant to this Section 7.4 were determined by pro rata allocation (even if such Stockholders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the first sentence of this Section 7.4. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Such prospective sellers' obligations to contribute as provided in this Section 7.4 are several in proportion to the relative value of their respective Registrable Securities covered by such Registration Statement and not joint. 7.5 Indemnification Payments. The indemnification and contribution required by this Article VII shall be made by prompt periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.

24 ARTICLE VIII MISCELLANEOUS 8.1 Recapitalizations, Exchanges, etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Class A Common Stock, (ii) any and all shares of voting common stock of the Issuer into which the shares of Class A Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Issuer and (iii) any and all equity securities of the Issuer or any successor or assign or acquiror of the Issuer (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Class A Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Issuer shall cause any successor or assign or acquiror (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with each Stockholder on terms no less favorable to such Stockholder than the terms provided under this Agreement as a condition of any such transaction. 8.2 Notices. All notices, requests, claims and demands and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (ii) one Business Day after being sent by facsimile transmission (provided

24 ARTICLE VIII MISCELLANEOUS 8.1 Recapitalizations, Exchanges, etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Class A Common Stock, (ii) any and all shares of voting common stock of the Issuer into which the shares of Class A Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Issuer and (iii) any and all equity securities of the Issuer or any successor or assign or acquiror of the Issuer (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Class A Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Issuer shall cause any successor or assign or acquiror (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with each Stockholder on terms no less favorable to such Stockholder than the terms provided under this Agreement as a condition of any such transaction. 8.2 Notices. All notices, requests, claims and demands and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (ii) one Business Day after being sent by facsimile transmission (provided the sender retains confirmation thereof) or for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below: if to the Issuer, to:
Time Warner Cable Inc. c/o AOL Time Warner Inc. 75 Rockefeller Center Plaza New York, New York 10019 Attention: Executive Vice President and General Counsel Fax: (212) 258-3172 With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990

25

if to AOLTW, to:

AOL Time Warner Inc. 75 Rockefeller Center Plaza New York, New York 10019 Attention: Executive Vice President and General Counsel Fax: (212) 258-3172 With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019

Attention: Robert B. Schumer Fax: (212) 757-3990 Any party to this Agreement may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, telecopy or ordinary mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the office of the

25

if to AOLTW, to:

AOL Time Warner Inc. 75 Rockefeller Center Plaza New York, New York 10019 Attention: Executive Vice President and General Counsel Fax: (212) 258-3172 With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019

Attention: Robert B. Schumer Fax: (212) 757-3990 Any party to this Agreement may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, telecopy or ordinary mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the office of the party for whom it is intended during business hours on a Business Day in the place of receipt. Any party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein set forth. 8.3 Entire Agreement; No Inconsistent Agreements. (a) This Agreement constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof. (b) The Issuer shall not hereafter enter into or amend any agreement with respect to its securities which would (i) adversely affect the rights granted to the holders of Registrable Securities in this Agreement in any material respect or (ii) adversely affect the priorities set forth in Section 6.10. (c) It is hereby understood and acknowledged that (i) the MediaOne Registration Rights Agreement is being executed simultaneously with this Agreement, and, to the extent there is conflict between the provisions of Sections 6.8, 6.9 and 6.10 of this Agreement and the provisions Sections 6.8, 6.9 and 6.10 of the MediaOne Registration Rights Agreement, the provisions of the MediaOne Registration Rights Agreement shall control and be binding upon all Stockholders under this Agreement for purposes of resolving such conflict and (ii) the MediaOne Stockholders are intended third party beneficiaries with respect to this Section 8.3(c) until the AOLTW Registration Date.

26 8.4 Further Assurances. Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. 8.5 Other Agreements. Nothing contained in this Agreement shall be deemed to be a waiver of, or release from, any obligations any party hereto may have under any of the other Transaction Agreements. 8.6 No Third-Party Beneficiaries. Except as provided in Article VII or Sections 8.3(c) and 8.8, this Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiaries hereto. 8.7 Assignment. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assigns and, with respect to each Stockholder, any Permitted Transferee. No assignment or transfer shall be effective hereunder unless and until the purported transferee executes and delivers an agreement, in form and substance reasonably acceptable to the parties, agreeing to be bound by the terms hereof.

26 8.4 Further Assurances. Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. 8.5 Other Agreements. Nothing contained in this Agreement shall be deemed to be a waiver of, or release from, any obligations any party hereto may have under any of the other Transaction Agreements. 8.6 No Third-Party Beneficiaries. Except as provided in Article VII or Sections 8.3(c) and 8.8, this Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiaries hereto. 8.7 Assignment. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assigns and, with respect to each Stockholder, any Permitted Transferee. No assignment or transfer shall be effective hereunder unless and until the purported transferee executes and delivers an agreement, in form and substance reasonably acceptable to the parties, agreeing to be bound by the terms hereof. 8.8 Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless consented to in writing by the Issuer and the Majority Stockholders. The AOLTW Company Registration Rights Agreement may not be amended in any respect without the approval of a majority of the independent members of the Board of Directors. 8.9 Nominees for Beneficial Owners. In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Issuer, be treated as the holder of such Registrable Securities for purposes of any request, consent, waiver or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Issuer may require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities. 8.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or

27 provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that shall achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term. 8.11 Counterparts and Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile transmission. 8.12 Interpretation. When reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for

27 provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that shall achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term. 8.11 Counterparts and Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile transmission. 8.12 Interpretation. When reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." 8.13 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTIONS OTHER THAN THOSE OF THE STATE OF NEW YORK. 8.14 Submission to Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in any federal or state court located in the State and City of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any

28 such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.2 hereof as to giving notice hereunder shall be deemed effective service of process on such party. 8.15 Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy shall not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which the parties are entitled at law or in equity.

28 such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.2 hereof as to giving notice hereunder shall be deemed effective service of process on such party. 8.15 Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy shall not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which the parties are entitled at law or in equity. 8.16 WAIVER OF JURY TRIAL. EACH OF THE ISSUER AND THE STOCKHOLDERS HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE ISSUER AND THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT. [Remainder of page intentionally left blank]

29 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement on the date first written above. AOL TIME WARNER INC. By: _____________________________________ Name: Title: TIME WARNER CABLE INC. By: _____________________________________ Name: Title:

ANNEX A PLAN OF DISTRIBUTION A selling stockholder may also enter into hedging and/or monetization transactions. For example, a selling stockholder may: (a) enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling stockholder and engage in short sales of the common stock under this prospectus, in which case the other party may use shares of common stock received from the selling stockholder to close out any short positions;

29 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement on the date first written above. AOL TIME WARNER INC. By: _____________________________________ Name: Title: TIME WARNER CABLE INC. By: _____________________________________ Name: Title:

ANNEX A PLAN OF DISTRIBUTION A selling stockholder may also enter into hedging and/or monetization transactions. For example, a selling stockholder may: (a) enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling stockholder and engage in short sales of the common stock under this prospectus, in which case the other party may use shares of common stock received from the selling stockholder to close out any short positions; (b) itself sell short common stock under this prospectus and use shares of common stock held by it to close out any short position; (c) enter into options, forwards or other transactions that require the selling stockholder to deliver, in a transaction exempt from registration under the Securities Act, common stock to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling stockholder and publicly resell or otherwise transfer that common stock under this prospectus; or (d) loan or pledge common stock to a broker-dealer or affiliate of a broker-dealer or other third party who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, become a selling stockholder and sell the pledged shares, under this prospectus.

EXHIBIT 10.7 FORM OF REGISTRATION RIGHTS AGREEMENT among MEDIAONE OF COLORADO, INC., AOL TIME WARNER, INC. and TIME WARNER CABLE INC.

ANNEX A PLAN OF DISTRIBUTION A selling stockholder may also enter into hedging and/or monetization transactions. For example, a selling stockholder may: (a) enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling stockholder and engage in short sales of the common stock under this prospectus, in which case the other party may use shares of common stock received from the selling stockholder to close out any short positions; (b) itself sell short common stock under this prospectus and use shares of common stock held by it to close out any short position; (c) enter into options, forwards or other transactions that require the selling stockholder to deliver, in a transaction exempt from registration under the Securities Act, common stock to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling stockholder and publicly resell or otherwise transfer that common stock under this prospectus; or (d) loan or pledge common stock to a broker-dealer or affiliate of a broker-dealer or other third party who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, become a selling stockholder and sell the pledged shares, under this prospectus.

EXHIBIT 10.7 FORM OF REGISTRATION RIGHTS AGREEMENT among MEDIAONE OF COLORADO, INC., AOL TIME WARNER, INC. and TIME WARNER CABLE INC. Dated: [ ], 200[ ]

TABLE OF CONTENTS
P ARTICLE I 1.1 1.2 1.3 ARTICLE II 2.1 2.2 2.3 2.4 Definitions.......................................................................... Certain Definitions.................................................................... Capitalized Terms...................................................................... Successor Laws, Rules, Regulations and Forms........................................... General; Securities Subject to this Agreement........................................ Grant of Rights........................................................................ Registrable Securities................................................................. Holders of Registrable Securities...................................................... Transfer of Registration Rights........................................................

EXHIBIT 10.7 FORM OF REGISTRATION RIGHTS AGREEMENT among MEDIAONE OF COLORADO, INC., AOL TIME WARNER, INC. and TIME WARNER CABLE INC. Dated: [ ], 200[ ]

TABLE OF CONTENTS
P ARTICLE I 1.1 1.2 1.3 ARTICLE II 2.1 2.2 2.3 2.4 ARTICLE III 3.1 3.2 ARTICLE IV 4.1 4.2 4.3 4.4 4.5 ARTICLE V 5.1 5.2 ARTICLE VI 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 Definitions.......................................................................... Certain Definitions.................................................................... Capitalized Terms...................................................................... Successor Laws, Rules, Regulations and Forms........................................... General; Securities Subject to this Agreement........................................ Grant of Rights........................................................................ Registrable Securities................................................................. Holders of Registrable Securities...................................................... Transfer of Registration Rights........................................................ Representations and Warranties......................................................1 Certain Acknowledgments of the Stockholders...........................................1 Representations and Warranties of the Issuer..........................................1 Demand Registration.................................................................1 Request for Demand Registration.......................................................1 Effective Demand Registration.........................................................1 Underwriting. .......................................................................1 Hedging Transactions..................................................................1 Cutback Provisions. .................................................................1 Incidental or "Piggy-Back" Registration.............................................1 Issuer Incidental Registration. .....................................................1 Stockholder Incidental Registration...................................................1 Registration Procedures.............................................................1 Obligations of the Issuer.............................................................1 Seller Information, Compliance with Laws, Customary Agreements........................1 Notice to Discontinue, Deferral Periods...............................................2 Reports and Materials to be Filed under the Securities Act and the Exchange Act. ....2 Registration Expenses.................................................................2 Confidentiality. ....................................................................2 Restrictions on Covered Transactions..................................................2 Restrictions on Public Sales..........................................................2 Selection of Underwriters. ..........................................................2

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TABLE OF CONTENTS
P ARTICLE I 1.1 1.2 1.3 ARTICLE II 2.1 2.2 2.3 2.4 ARTICLE III 3.1 3.2 ARTICLE IV 4.1 4.2 4.3 4.4 4.5 ARTICLE V 5.1 5.2 ARTICLE VI 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 Definitions.......................................................................... Certain Definitions.................................................................... Capitalized Terms...................................................................... Successor Laws, Rules, Regulations and Forms........................................... General; Securities Subject to this Agreement........................................ Grant of Rights........................................................................ Registrable Securities................................................................. Holders of Registrable Securities...................................................... Transfer of Registration Rights........................................................ Representations and Warranties......................................................1 Certain Acknowledgments of the Stockholders...........................................1 Representations and Warranties of the Issuer..........................................1 Demand Registration.................................................................1 Request for Demand Registration.......................................................1 Effective Demand Registration.........................................................1 Underwriting. .......................................................................1 Hedging Transactions..................................................................1 Cutback Provisions. .................................................................1 Incidental or "Piggy-Back" Registration.............................................1 Issuer Incidental Registration. .....................................................1 Stockholder Incidental Registration...................................................1 Registration Procedures.............................................................1 Obligations of the Issuer.............................................................1 Seller Information, Compliance with Laws, Customary Agreements........................1 Notice to Discontinue, Deferral Periods...............................................2 Reports and Materials to be Filed under the Securities Act and the Exchange Act. ....2 Registration Expenses.................................................................2 Confidentiality. ....................................................................2 Restrictions on Covered Transactions..................................................2 Restrictions on Public Sales..........................................................2 Selection of Underwriters. ..........................................................2

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6.10 6.11 ARTICLE VII 7.1 7.2 7.3 7.4 7.5 ARTICLE VIII 8.1 8.2 8.3 8.4 8.5 8.6 8.7

Limitations on Registration...........................................................2 Stock Split...........................................................................2 Indemnification.....................................................................2 Indemnification by the Issuer.........................................................2 Indemnification by the Stockholder....................................................2 Conduct of Indemnification Proceedings. .............................................2 Contribution. .......................................................................2 Indemnification Payments. ...........................................................2 Miscellaneous.......................................................................2 Recapitalizations, Exchanges, etc.....................................................2 Notices...............................................................................2 Entire Agreement; No Inconsistent Agreements..........................................3 Further Assurances....................................................................3 Other Agreements. ...................................................................3 No Third-Party Beneficiaries..........................................................3 Assignment............................................................................3

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6.10 6.11 ARTICLE VII 7.1 7.2 7.3 7.4 7.5 ARTICLE VIII 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 8.11 8.12 8.13 8.14 8.15 8.16

Limitations on Registration...........................................................2 Stock Split...........................................................................2 Indemnification.....................................................................2 Indemnification by the Issuer.........................................................2 Indemnification by the Stockholder....................................................2 Conduct of Indemnification Proceedings. .............................................2 Contribution. .......................................................................2 Indemnification Payments. ...........................................................2 Miscellaneous.......................................................................2 Recapitalizations, Exchanges, etc.....................................................2 Notices...............................................................................2 Entire Agreement; No Inconsistent Agreements..........................................3 Further Assurances....................................................................3 Other Agreements. ...................................................................3 No Third-Party Beneficiaries..........................................................3 Assignment............................................................................3 Amendments and Waivers................................................................3 Nominees for Beneficial Owners........................................................3 Severability..........................................................................3 Counterparts and Signature............................................................3 Interpretation........................................................................3 GOVERNING LAW.........................................................................3 Submission to Jurisdiction............................................................3 Remedies..............................................................................3 WAIVER OF JURY TRIAL..................................................................3

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REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 200[ ] (this "Agreement"), by and among MediaOne of Colorado, Inc., a Colorado corporation,(1) AOL Time Warner Inc., a Delaware corporation ("AOLTW"), and Time Warner Cable Inc., a Delaware corporation (the "Issuer"). WHEREAS, AT&T Corp., a New York corporation ("AT&T"), MediaOne, the Issuer, Comcast Corporation, a Pennsylvania corporation, AT&T Comcast Corporation, a Pennsylvania corporation, AOLTW, TWI Cable Inc., a Delaware corporation, Warner Communications Inc., a Delaware corporation, and American Television and Communications Corporation, a Delaware corporation, have entered into a Restructuring Agreement dated as of August [20], 2002 (the "Restructuring Agreement"). WHEREAS, MediaOne, AOLTW and the Issuer are entering into this Agreement in order to provide for certain registration rights relating to the Class A Common Stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") held by MediaOne. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 Certain Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "Affiliate" means, with respect to a Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition,

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 200[ ] (this "Agreement"), by and among MediaOne of Colorado, Inc., a Colorado corporation,(1) AOL Time Warner Inc., a Delaware corporation ("AOLTW"), and Time Warner Cable Inc., a Delaware corporation (the "Issuer"). WHEREAS, AT&T Corp., a New York corporation ("AT&T"), MediaOne, the Issuer, Comcast Corporation, a Pennsylvania corporation, AT&T Comcast Corporation, a Pennsylvania corporation, AOLTW, TWI Cable Inc., a Delaware corporation, Warner Communications Inc., a Delaware corporation, and American Television and Communications Corporation, a Delaware corporation, have entered into a Restructuring Agreement dated as of August [20], 2002 (the "Restructuring Agreement"). WHEREAS, MediaOne, AOLTW and the Issuer are entering into this Agreement in order to provide for certain registration rights relating to the Class A Common Stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") held by MediaOne. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 Certain Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "Affiliate" means, with respect to a Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to a Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or

(1) If MediaOne of Colorado, Inc. has transferred its interest in the Issuer to a Disposition Trust, then such Disposition Trust shall replace MediaOne of Colorado as a party to this Agreement.

2 otherwise. For the avoidance of doubt, MediaOne shall not be deemed to be an Affiliate of the Issuer, and the Issuer shall not be deemed to be an Affiliate of MediaOne. "AOLTW Registration Date" means the earlier to occur of (i) the date on which MediaOne and its Affiliates no longer beneficially own Registrable Securities with an aggregate Market Price in excess of $250,000,000 and (ii) the date that is five years after the date of this Agreement. "AOLTW Securities" means securities of the Issuer beneficially owned by AOLTW or any of its Affiliates (other than Issuer Securities) that are proposed to be offered to the public for the account of AOLTW or any of its Affiliates (other than the Issuer or a Subsidiary of the Issuer) in a transaction registered under the Securities Act. "AT&T" has the meaning set forth in the recitals to this Agreement. "beneficially own" means to possess beneficial ownership as determined under Rule 13d-3 under the Exchange Act.

2 otherwise. For the avoidance of doubt, MediaOne shall not be deemed to be an Affiliate of the Issuer, and the Issuer shall not be deemed to be an Affiliate of MediaOne. "AOLTW Registration Date" means the earlier to occur of (i) the date on which MediaOne and its Affiliates no longer beneficially own Registrable Securities with an aggregate Market Price in excess of $250,000,000 and (ii) the date that is five years after the date of this Agreement. "AOLTW Securities" means securities of the Issuer beneficially owned by AOLTW or any of its Affiliates (other than Issuer Securities) that are proposed to be offered to the public for the account of AOLTW or any of its Affiliates (other than the Issuer or a Subsidiary of the Issuer) in a transaction registered under the Securities Act. "AT&T" has the meaning set forth in the recitals to this Agreement. "beneficially own" means to possess beneficial ownership as determined under Rule 13d-3 under the Exchange Act. "Board of Directors" means the board of directors of the Issuer or any committee thereof. "Business Day" means a day of the year other than a Saturday, Sunday or other day on which banks are required or authorized to close in New York City. "Class A Common Stock" has the meaning set forth in the recitals to this Agreement. "Closing Price" means, with respect to a security, as of the date of determination, (a) if such security is listed on a national securities exchange, the closing price per share of such security for such date as published in The Wall Street Journal (National Edition) or, if no such closing price on such date is published in The Wall Street Journal (National Edition), the average of the closing bid and asked prices on such date, as officially reported on the principal national securities exchange on which such security is then listed or admitted to trading; or (b) if such security is not then listed or admitted to trading on any national securities exchange but is designated as a national market system security by the NASD, the last trading price per share of such security on such date; or (c) if there is no trading on such date or if such security is not designated as a national market system security by the NASD, the average of the reported closing bid and asked prices of such security on such date as shown by The Nasdaq Stock Market, Inc. (or its successor) and reported by any member firm of The New York Stock Exchange, Inc. selected by the Issuer; or (d) if none of (a), (b) or (c) is available, a market price per security determined in good faith by the Board of Directors or, if such determination is not satisfactory to the Stockholders for whom such determination is being made, by a nationally recognized investment banking firm selected by the Issuer and such Stockholders, the expenses for which shall be borne equally by the Issuer and such Stockholders. If trading is conducted on a continuous basis on any exchange, then the closing price shall be at 4:00 P.M. New York City time.

3 "Commission" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Common Equity" means, collectively, the Class A Common Stock and the Class B Common Stock, par value $0.01 per share, of the Issuer. "Covered Transaction" means a Hedging Transaction or a Private Placement but shall not include a Strategic Investor Transaction. "Covered Transaction Proceeds" means, with respect to a Person, as of any date of determination, the aggregate proceeds (net of underwriting fees, discounts, commissions and other offering expenses) of Covered Transactions other than Regulatory Sales received by such Person in the 270 days prior to such date of determination. "Covered Transaction Proceeds Limit" means the greater of (x) $250,000,000 and (y) 10% of the current

3 "Commission" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Common Equity" means, collectively, the Class A Common Stock and the Class B Common Stock, par value $0.01 per share, of the Issuer. "Covered Transaction" means a Hedging Transaction or a Private Placement but shall not include a Strategic Investor Transaction. "Covered Transaction Proceeds" means, with respect to a Person, as of any date of determination, the aggregate proceeds (net of underwriting fees, discounts, commissions and other offering expenses) of Covered Transactions other than Regulatory Sales received by such Person in the 270 days prior to such date of determination. "Covered Transaction Proceeds Limit" means the greater of (x) $250,000,000 and (y) 10% of the current aggregate Market Price as of any date of determination of all shares of Common Equity (or instruments convertible into or exchangeable for Common Equity) that (1) have been sold in an offering registered under the Securities Act, (2) have been sold or distributed to the public pursuant to Rule 144 under the Securities Act or (3) are not held by AOLTW, MediaOne or any of their respective Affiliates and are able to be sold pursuant to Rule 144(k) under the Securities Act. "Counterparty" means any underwriter, broker or dealer with respect to a Disposition. "Cumulative Net Proceeds" means, with respect to a Person, as of any date of determination, (i) the aggregate proceeds (net of underwriting fees, discounts, commissions and other offering expenses) received by such Person after the date of this Agreement and on or prior to such date of determination from (1) the sale to the public of securities of the Issuer in transactions registered under the Securities Act, (2) Covered Transactions and (3) Strategic Investor Transactions, plus (ii) solely for purposes of Sections 6.7(b) and 6.10, the estimated proceeds (net of underwriting fees, discounts, commissions and other offering expenses) to be received by such Person from (1) any then currently proposed sale to the public of securities of the Issuer in transactions registered under the Securities Act, (2) any then currently proposed Covered Transactions and (3) any then currently proposed Strategic Investor Transactions. All estimates of proceeds for purposes of this definition shall be based on the Market Price of the securities proposed to be sold or monetized (in each case, net of underwriting fees, discounts, commissions and other offering expenses), as of the date of such determination. "Deferral Period" has the meaning set forth in Section 6.3(b). "Demand Registration" has the meaning set forth in Section 4.1.

4 "Disposition" means an underwritten public offering, including, for the avoidance of doubt, (1) a transaction in which the underwriter or underwriters act as principal for the sale of Registrable Class Securities pursuant to any Registration Statement (including in order to hedge its economic exposure to a Hedging Transaction) and (2) a transaction that constitutes an "at the market offering" (as such term is defined in Rule 415 under the Securities Act), in which the counterparty acts as agent (and not as principal). "Exchange Act" means the Securities Exchange Act of 1934 and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Governmental Entity" means any supranational, national, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency, instrumentality or other authority thereof, or any quasi-governmental or private body (including any self-regulatory organization) exercising any regulatory, taxing, importing or other governmental authority, whether domestic or foreign. "Hedging Counterparty" means a broker-dealer registered under Section 15(b) of the Exchange Act or an Affiliate thereof.

4 "Disposition" means an underwritten public offering, including, for the avoidance of doubt, (1) a transaction in which the underwriter or underwriters act as principal for the sale of Registrable Class Securities pursuant to any Registration Statement (including in order to hedge its economic exposure to a Hedging Transaction) and (2) a transaction that constitutes an "at the market offering" (as such term is defined in Rule 415 under the Securities Act), in which the counterparty acts as agent (and not as principal). "Exchange Act" means the Securities Exchange Act of 1934 and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Governmental Entity" means any supranational, national, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency, instrumentality or other authority thereof, or any quasi-governmental or private body (including any self-regulatory organization) exercising any regulatory, taxing, importing or other governmental authority, whether domestic or foreign. "Hedging Counterparty" means a broker-dealer registered under Section 15(b) of the Exchange Act or an Affiliate thereof. "Hedging Transaction" means any transaction involving a security linked to the Registrable Class Securities or any security that would be deemed to be a "derivative security" (as defined in Rule 16a-1(c) under the Exchange Act) with respect to the Registrable Class Securities or transaction (even if not a security) which would (were it a security) be considered such a derivative security, or which transfers some or all of the economic risk of ownership of the Registrable Class Securities, including, without limitation, any forward contract, equity swap, put or call, put or call equivalent position, collar, non-recourse loan, sale of exchangeable security or similar transaction. For the avoidance of doubt, the following transactions shall be deemed to be Hedging Transactions: (a) transactions by a Stockholder in which a Hedging Counterparty engages in short sales of Registrable Class Securities pursuant to a Prospectus and may use Registrable Securities to close out its short position; (b) transactions pursuant to which a Stockholder sells short Registrable Class Securities pursuant to a Prospectus and delivers Registrable Securities to close out its short position; (c) transactions by a Stockholder in which the Stockholder delivers, in a transaction exempt from registration under the Securities Act, Registrable Securities to the Hedging Counterparty who will then publicly resell or otherwise transfer such Registrable Securities pursuant to a Prospectus or an exemption from registration under the Securities Act; and

5 (d) a loan or pledge of Registrable Securities to a Hedging Counterparty who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, then sell the pledged shares, in each case, in a public transaction pursuant to a Prospectus. "Incidental Registration" has the meaning set forth in Section 5.1. "Indemnified Party" has the meaning set forth in Section 7.3. "Indemnifying Party" has the meaning set forth in Section 7.3. "Initial Demand Registration" means a Demand Registration that is requested pursuant to this Agreement prior to the Initial Public Offering but which may not be requested prior to the 90th day after the date hereof or while a Registration Statement with respect to the Initial Public Offering has been filed and not withdrawn. "Initial Public Offering" means the initial offering to the public of any shares of the Common Equity in a transaction registered under the Securities Act. "Inspector" has the meaning set forth in Section 6.1(f).

5 (d) a loan or pledge of Registrable Securities to a Hedging Counterparty who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, then sell the pledged shares, in each case, in a public transaction pursuant to a Prospectus. "Incidental Registration" has the meaning set forth in Section 5.1. "Indemnified Party" has the meaning set forth in Section 7.3. "Indemnifying Party" has the meaning set forth in Section 7.3. "Initial Demand Registration" means a Demand Registration that is requested pursuant to this Agreement prior to the Initial Public Offering but which may not be requested prior to the 90th day after the date hereof or while a Registration Statement with respect to the Initial Public Offering has been filed and not withdrawn. "Initial Public Offering" means the initial offering to the public of any shares of the Common Equity in a transaction registered under the Securities Act. "Inspector" has the meaning set forth in Section 6.1(f). "Issuer" has the meaning set forth in the preamble to this Agreement. "Issuer Release Date" means the later to occur of (i) the 30th day after the first date on which Stockholders are permitted to make a request for Demand Registration (other than a Demand Registration that results in the Initial Public Offering) after the Stockholder Release Date and (ii) if a request for Demand Registration (other than a Demand Registration that results in the Initial Public Offering) has been made by Stockholders on or prior to such 30th day, the date on which (1) the offering pursuant to such Demand Registration is completed (including any related underwriter lock-up period applicable to the Issuer) or (2) such Demand Registration is revoked. "Issuer Securities" means (i) for purposes of Section 6.10(c), securities of the Issuer proposed to be offered to the public for the account of the Issuer in a transaction registered under the Securities Act, together with securities of the Issuer to be offered to the public for the account of another Person other than AOLTW or any of its Affiliates (other than the Issuer and the Issuer's Subsidiaries) that are proposed to be included in such offering pursuant to Section 5.1 and (ii) for all other purposes, securities of the Issuer proposed to be offered to the public for the account of the Issuer in a transaction registered under the Securities Act. "Lead Underwriter" means, with respect to an offering, the lead book-running underwriter(s) for such offering. "Liability" has the meaning set forth in Section 7.1. "Lock-up Agreement" has the meaning set forth in Section 6.8.

6 "Majority Requesting Stockholders" means, with respect to a Registration Statement, Stockholders holding Registrable Securities representing more than 50% of those to be included in a Registration Statement (on an asconverted basis). "Majority Stockholders" means beneficial owners of Registrable Securities representing more than 50% of the total number of outstanding Registrable Securities (on an as-converted basis). "Market Price" means, as of any date of determination, the average of the daily Closing Price of the Registrable Securities for the immediately preceding 30 days on which the national securities exchanges are open for trading. "MediaOne" means MediaOne of Colorado, Inc., a Colorado corporation, or any trust in which Registrable Securities are held for the benefit of MediaOne of Colorado, Inc.

6 "Majority Requesting Stockholders" means, with respect to a Registration Statement, Stockholders holding Registrable Securities representing more than 50% of those to be included in a Registration Statement (on an asconverted basis). "Majority Stockholders" means beneficial owners of Registrable Securities representing more than 50% of the total number of outstanding Registrable Securities (on an as-converted basis). "Market Price" means, as of any date of determination, the average of the daily Closing Price of the Registrable Securities for the immediately preceding 30 days on which the national securities exchanges are open for trading. "MediaOne" means MediaOne of Colorado, Inc., a Colorado corporation, or any trust in which Registrable Securities are held for the benefit of MediaOne of Colorado, Inc. "NASD" means the National Association of Securities Dealers, Inc. "OTC Hedging Transaction" means any Hedging Transaction that is privately negotiated, and entered into on a principal-to-principal basis, between a Stockholder and a Hedging Counterparty, including (i) any swap agreement, put option, call option, collar transaction, call spread, put spread or forward contract or any combination of any of the foregoing, in each case whether to be settled by the delivery of securities, cash or otherwise, (ii) any option to enter into any of the foregoing, and (iii) any other similar agreement, contract or transaction that, in the case of this clause (iii) only, would (in the reasonable, good-faith judgment of one nationally-recognized investment banking firm selected by each of the Issuer, on the one hand, and the Stockholders holding a majority of the securities proposed to be included in such Hedging Transaction, on the other hand) make it commercially impracticable for more than one Hedging Counterparty to jointly effect such agreement, contract or transaction or any related market hedge of the Hedging Counterparty's economic exposure thereunder. "Partnership Interest Sale Agreement" means the Partnership Interest Sale Agreement, dated as of the date hereof, by and among AOLTW, the Issuer and MediaOne. "Permitted Transferee" means any Person to whom a Stockholder has transferred, in accordance with the terms of this Agreement, Registrable Securities. "Person" means any individual, firm, corporation, partnership, limited liability company, "group" (as such term is used in Rule 13d-3 under the Exchange Act), trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Entity or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. "Pledgee" has the meaning set forth in Section 2.4(a).

7 "Private Placement" means a private placement of Common Equity (or instruments convertible into or exchangeable for Common Equity) exempt from registration under the Securities Act. "Prospectus" means the prospectus related to any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 415 under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference in such prospectus. "Records" has the meaning set forth in Section 6.1(f). "Registrable Class Securities" means securities of the Issuer that are of the same class as the relevant Registrable Securities.

7 "Private Placement" means a private placement of Common Equity (or instruments convertible into or exchangeable for Common Equity) exempt from registration under the Securities Act. "Prospectus" means the prospectus related to any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 415 under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference in such prospectus. "Records" has the meaning set forth in Section 6.1(f). "Registrable Class Securities" means securities of the Issuer that are of the same class as the relevant Registrable Securities. "Registrable Securities" means, subject to Section 2.4(a), each of the following: (a) any and all shares of Class A Common Stock issued or issuable (i) to MediaOne or its Affiliates pursuant to the Restructuring Agreement or (ii) to any Selling Partner (as defined in the Partnership Interest Sale Agreement) pursuant to Section 3 or 4 of the Partnership Interest Sale Agreement (provided that such Selling Partner has first agreed to be bound by the terms and conditions of this Agreement as contemplated by Section 5(a)(y) of the Partnership Interest Sale Agreement), (b) any shares of Class A Common Stock or any other securities issued or issuable to a Stockholder in respect of any Registrable Securities by way of a conversion, exchange, replacement, stock dividend or stock split or other distribution in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and any shares of Class A Common Stock or voting common stock or other securities issuable upon conversion, exercise or exchange thereof, and (c) all shares of Class A Common Stock or other securities described in (b) above owned by any Permitted Transferee that were transferred in accordance with the terms of this Agreement and were Registrable Securities at the time such shares or securities were transferred to such Permitted Transferee. "Registration Expenses" has the meaning set forth in Section 6.5. "Registration Statement" means a registration statement filed pursuant to the Securities Act. "Regulatory Sale" means a sale of Registrable Securities that is a Private Placement or Hedging Transaction (other than pursuant to a Demand Registration) by a Disposition Trust that is a Permitted Transferee occurring not earlier than the date that is six months prior to the date (the "Regulatory Sale Date") after which the sole obligation of the trustee under such Disposition Trust with respect to the Registrable Securities held by it becomes the obligation to sell such Registrable Securities as quickly as possible, without regard to the value that can be obtained in any sale, only if the Regulatory Sale Date is not prior to the third anniversary of the closing of the AT&T-Comcast Merger.

8 "Restructuring Agreement" has the meaning set forth in the recitals to this Agreement. "Securities Act" means the Securities Act of 1933 and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Stockholder" means a holder of Registrable Securities. "Stockholder Counsel" means a firm of legal counsel designated by the Majority Stockholders. "Stockholder Release Date" means the earlier to occur of (i) the date on which the Issuer has Cumulative Net Proceeds of at least $2.1 billion and (ii) the first anniversary of the Closing. "Strategic Investor Transaction" means a Private Placement to a single strategic investor purchasing for investment purposes and not with an eye towards resale in the near term, where such investor agrees to be bound (i)

8 "Restructuring Agreement" has the meaning set forth in the recitals to this Agreement. "Securities Act" means the Securities Act of 1933 and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Stockholder" means a holder of Registrable Securities. "Stockholder Counsel" means a firm of legal counsel designated by the Majority Stockholders. "Stockholder Release Date" means the earlier to occur of (i) the date on which the Issuer has Cumulative Net Proceeds of at least $2.1 billion and (ii) the first anniversary of the Closing. "Strategic Investor Transaction" means a Private Placement to a single strategic investor purchasing for investment purposes and not with an eye towards resale in the near term, where such investor agrees to be bound (i) pursuant to Section 2.4(a) by the provisions of this Agreement (including Section 6.7(a)) as a Stockholder (in the case of such a Private Placement by a Stockholder) or (ii) by restrictions that are the same in all material respects as those contained in Sections 6.7(b) (with any Covered Transaction by such strategic investor being deemed to be a Covered Transaction by the Issuer for purposes of such Section 6.7 (b)) and 6.8 (in the case of such a Private Placement by the Issuer). 1.2 Capitalized Terms. Capitalized terms used herein and in the Schedules hereto and not otherwise defined shall have the respective meanings ascribed to them in the Restructuring Agreement. 1.3 Successor Laws, Rules, Regulations and Forms. All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to the comparable successor thereto in effect at the time. ARTICLE II GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT. 2.1 Grant of Rights. The Issuer hereby grants registration rights to the Stockholders upon the terms and conditions set forth in this Agreement. 2.2 Registrable Securities. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (b) they shall have been distributed to the public pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act, (c) they shall have been otherwise transferred, and, in accordance with

9 Section 3.1, new certificates for them not bearing a legend restricting further transfer shall have been delivered or (d) they shall have ceased to be outstanding. 2.3 Holders of Registrable Securities. A Person is deemed to be a Stockholder whenever such Person owns of record Registrable Securities, or holds an option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities, whether or not such acquisition or conversion has actually been effected. If the Issuer receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Issuer may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities. Registrable Securities issuable upon exercise of an option or upon conversion of another security shall be deemed outstanding for the purposes of this Agreement. 2.4 Transfer of Registration Rights.

9 Section 3.1, new certificates for them not bearing a legend restricting further transfer shall have been delivered or (d) they shall have ceased to be outstanding. 2.3 Holders of Registrable Securities. A Person is deemed to be a Stockholder whenever such Person owns of record Registrable Securities, or holds an option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities, whether or not such acquisition or conversion has actually been effected. If the Issuer receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Issuer may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities. Registrable Securities issuable upon exercise of an option or upon conversion of another security shall be deemed outstanding for the purposes of this Agreement. 2.4 Transfer of Registration Rights. (a) Each Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement to a Permitted Transferee or pledgee ("Pledgee") only if (1) subject to the penultimate sentence of this Section 2.4(a), such Permitted Transferee or Pledgee agrees in writing to be bound as a Stockholder by the provisions of this Agreement insofar as it pertains to the holding, owning and disposition of Registrable Securities and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Transferee or Pledgee would be restricted under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2.4, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, whether or not the subject of a Demand Registration, which Registrable Securities are not ultimately disposed of by the Stockholders pursuant to such pledge or Hedging Transaction shall, to the extent such securities remain "restricted securities" under the Securities Act, be deemed to remain "Registrable Securities" notwithstanding the release of such pledge or the completion of such Hedging Transaction. Notwithstanding anything herein to the contrary, no Pledgee or Hedging Counterparty shall be required to agree to any restriction on its ability to trade in any securities, including the restrictions set forth in Sections 6.7(a) and 6.8(a). The Stockholders hereby agree that they shall act in good faith with respect to the restrictions set forth in Sections 6.7 (a) and 6.8(a) and shall take no action or omit to take any action with the intention of circumventing or evading the restrictions applicable to them under Sections 6.7(a) and 6.8(a). (b) If a Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Stockholder shall have no further rights or obligations under this Agreement, except under Article VII hereof in respect of offerings in which it participated.

10 ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 Certain Acknowledgments of the Stockholders. Each Stockholder acknowledges that all Registrable Securities will be issued pursuant to an exemption from registration under the Securities Act and applicable state securities laws and agrees not to sell or otherwise dispose of such Registrable Securities in any transaction which would be in violation of the Securities Act or applicable state securities law. Each Stockholder acknowledges that the following legend will appear on the certificates for the Registrable Securities reflecting the foregoing restriction. The Issuer shall, at the request of any Stockholder, remove from each certificate evidencing Registrable Securities the following legend if the Issuer is reasonably satisfied (based upon an opinion of counsel or other evidence) that the securities evidenced thereby may be publicly sold without registration under the Securities Act; provided, however, that the Issuer or Issuer's counsel shall not be required to deliver an opinion of counsel to the effect that the securities evidenced thereby may be publicly sold without registration under the Securities Act unless Stockholder Counsel shall have delivered an opinion, upon which the Issuer and Issuer's counsel are entitled to rely, to the effect that the securities evidenced thereby may be publicly sold without

10 ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 Certain Acknowledgments of the Stockholders. Each Stockholder acknowledges that all Registrable Securities will be issued pursuant to an exemption from registration under the Securities Act and applicable state securities laws and agrees not to sell or otherwise dispose of such Registrable Securities in any transaction which would be in violation of the Securities Act or applicable state securities law. Each Stockholder acknowledges that the following legend will appear on the certificates for the Registrable Securities reflecting the foregoing restriction. The Issuer shall, at the request of any Stockholder, remove from each certificate evidencing Registrable Securities the following legend if the Issuer is reasonably satisfied (based upon an opinion of counsel or other evidence) that the securities evidenced thereby may be publicly sold without registration under the Securities Act; provided, however, that the Issuer or Issuer's counsel shall not be required to deliver an opinion of counsel to the effect that the securities evidenced thereby may be publicly sold without registration under the Securities Act unless Stockholder Counsel shall have delivered an opinion, upon which the Issuer and Issuer's counsel are entitled to rely, to the effect that the securities evidenced thereby may be publicly sold without registration under the Securities Act. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES LAWS, OR (II) UPON THE FURNISHING TO TIME WARNER CABLE INC. BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO TIME WARNER CABLE INC. THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE SECURITIES LAWS." 3.2 Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to each Stockholder as follows: (a) Power, Binding Agreement. The Issuer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to enter into this Agreement. This Agreement has been duly and validly authorized by all necessary corporate action and has been duly executed and delivered by the Issuer. This Agreement constitutes the valid and binding obligation of the Issuer and (assuming due execution

11 and delivery by the other parties hereto) is enforceable in accordance with its terms, except as the indemnification and contribution provisions contained in Article VII may be held to be unenforceable as against public policy and except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) No Conflicts. (i) Except as set forth on Schedule A hereto, the execution and delivery of this Agreement by the Issuer does not, and the consummation by the Issuer of the transactions contemplated by this Agreement will not, (1) conflict with, or result in any violation or breach of, any provision of the charter, by-laws or other organizational document of the Issuer, (2) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation) under, require a consent or waiver under, constitute a change in control under, or result in the imposition of any Lien on the Issuer's assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or instrument to which the Issuer is a party or by which it or any of its properties or

11 and delivery by the other parties hereto) is enforceable in accordance with its terms, except as the indemnification and contribution provisions contained in Article VII may be held to be unenforceable as against public policy and except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) No Conflicts. (i) Except as set forth on Schedule A hereto, the execution and delivery of this Agreement by the Issuer does not, and the consummation by the Issuer of the transactions contemplated by this Agreement will not, (1) conflict with, or result in any violation or breach of, any provision of the charter, by-laws or other organizational document of the Issuer, (2) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation) under, require a consent or waiver under, constitute a change in control under, or result in the imposition of any Lien on the Issuer's assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or instrument to which the Issuer is a party or by which it or any of its properties or assets may be bound, or (3) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Issuer or any of its properties or assets, except in the case of clauses (2) and (3) of this Section 3.2(b)(i) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, have a material adverse effect on the ability of the Issuer to consummate the transactions contemplated by this Agreement or the effectiveness of any Registration Statement. (ii) Except as set forth on Schedule A hereto, no consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to the Issuer in connection with the execution, delivery and performance of this Agreement by the Issuer or the consummation by the Issuer of the transactions contemplated by this Agreement, other than filings and other actions required by the Securities Act, the Exchange Act, the rules of any stock exchange or automated quotation system on which the Registrable Securities are to be listed, the rules of any self-regulatory organization and state securities or "blue sky" laws. ARTICLE IV DEMAND REGISTRATION. 4.1 Request for Demand Registration. (a) At any time after the date of this Agreement, a Stockholder may make a written request to the Issuer to register, and the Issuer shall register, on the

12 appropriate form, under the Securities Act, the number of Registrable Securities stated in such request (a "Demand Registration"); provided, however, that the Issuer shall not be obligated to effect (i) more than one such Demand Registration in any period of 270 days, (ii) more than five such Demand Registrations in addition to the Initial Demand Registration, if any, (iii) any Demand Registration with respect to a sale of Registrable Securities for aggregate consideration (based on the Market Price of such Registrable Securities on the date of such written request for Demand Registration) for all Stockholders of less than $250,000,000 (unless such request is with respect to all remaining Registrable Securities beneficially owned by the Stockholders making such request) or (iv) any Demand Registration at any time that the Covered Transaction Proceeds exceeds the Covered Transaction Proceeds Limit. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. (b) Each request for a Demand Registration by Stockholders shall identify the Stockholders making such request and the amount of the Registrable Securities proposed to be sold by each and the intended method of disposition

12 appropriate form, under the Securities Act, the number of Registrable Securities stated in such request (a "Demand Registration"); provided, however, that the Issuer shall not be obligated to effect (i) more than one such Demand Registration in any period of 270 days, (ii) more than five such Demand Registrations in addition to the Initial Demand Registration, if any, (iii) any Demand Registration with respect to a sale of Registrable Securities for aggregate consideration (based on the Market Price of such Registrable Securities on the date of such written request for Demand Registration) for all Stockholders of less than $250,000,000 (unless such request is with respect to all remaining Registrable Securities beneficially owned by the Stockholders making such request) or (iv) any Demand Registration at any time that the Covered Transaction Proceeds exceeds the Covered Transaction Proceeds Limit. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. (b) Each request for a Demand Registration by Stockholders shall identify the Stockholders making such request and the amount of the Registrable Securities proposed to be sold by each and the intended method of disposition thereof. (c) On up to two occasions during the term of this Agreement, the Majority Stockholders may revoke any Demand Registration prior to the effective date of the Registration Statement relating to such Demand Registration, and, if the Stockholders have promptly reimbursed the Issuer for all Registration Expenses arising from, in connection with or relating to, such revoked Demand Registration, such revoked Demand Registration shall not count as a Demand Registration for purposes of Section 4.1(a). Upon the revocation of a Demand Registration, the Issuer shall be permitted to withdraw the related Registration Statement. 4.2 Effective Demand Registration. Subject to Section 6.3(b), the Issuer shall use all commercially reasonable efforts to (i) file a Registration Statement relating to such Demand Registration, (ii) cause such Registration Statement to be declared effective by the Commission not later than (1) 120 days (if the Issuer is not eligible to use Form S-3 for such Demand Registration) or (2) 60 days (if the Issuer is eligible to use Form S-3 for such Demand Registration), after the Issuer receives a request under Section 4.1(a) and (iii) keep such Registration Statement continuously effective until the later of (1) the time at which all Registrable Securities registered in the Demand Registration have been sold and (2) the 75th day after the date such Registration Statement is declared effective by the Commission; provided that such 75-day period shall be extended for a number of days equal to the number of days that elapse from (x) the date any written notice contemplated by Section 6.3(a) is given by the Issuer to (y) the date on which the Issuer delivers to the Stockholders the supplement or amendment contemplated by Section 6.3(a); provided, further, that the Issuer's obligations under Sections 4.1 and 4.2 with respect to a Demand Registration shall not be deemed to be fulfilled if more than 50% of the Registrable Securities included in such Registration Statement are not sold pursuant to such Registration Statement and either (x) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other

13 Governmental Entity for any reason not attributable to any Stockholder requesting such Demand Registration or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by any Stockholder requesting such Demand Registration. 4.3 Underwriting. If the Issuer or the Majority Requesting Stockholders elect, the Issuer shall use all commercially reasonable efforts to cause the sale of Registrable Securities relating to a Demand Registration (other than an OTC Hedging Transaction) to be in the form of a firm commitment underwritten offering, and the Lead Underwriter shall be selected in accordance with Section 6.9. 4.4 Hedging Transactions. (a) The Issuer agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Stockholder Counsel (after good-faith consultation with counsel to the Issuer), it is necessary or desirable to register under the Securities Act such Hedging Transactions or sales or transfers (whether short or long) of

13 Governmental Entity for any reason not attributable to any Stockholder requesting such Demand Registration or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by any Stockholder requesting such Demand Registration. 4.3 Underwriting. If the Issuer or the Majority Requesting Stockholders elect, the Issuer shall use all commercially reasonable efforts to cause the sale of Registrable Securities relating to a Demand Registration (other than an OTC Hedging Transaction) to be in the form of a firm commitment underwritten offering, and the Lead Underwriter shall be selected in accordance with Section 6.9. 4.4 Hedging Transactions. (a) The Issuer agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Stockholder Counsel (after good-faith consultation with counsel to the Issuer), it is necessary or desirable to register under the Securities Act such Hedging Transactions or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Issuer shall use all commercially reasonable efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as underwriters or potential underwriters, if applicable, or any change to the Plan of Distribution) as may reasonably be required to register such Hedging Transactions or sales or transfers of Registrable Class Securities in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Issuer hereunder with respect to the registration of Registrable Securities. Any information regarding the Hedging Transaction included in a Registration Statement or Prospectus pursuant to this Section 4.4(a) shall be deemed to be information provided by the Stockholders selling Registrable Securities pursuant to such Registration Statement for purposes of Article VII. (b) Any registration effected pursuant to this Section 4.4 shall be deemed to be a Demand Registration for purposes of Section 4.1(a)(ii) and shall be subject to the limitations on such Demand Registration contained in this Agreement (including, without limitation, Sections 4.1, 4.2 and 6.10). (c) If in connection with a Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Issuer regarding the Plan of Distribution and like matters. (d) In addition, regardless of whether the Hedging Counterparty in any Hedging Transaction is considered under applicable law to be an underwriter, in any Hedging Transaction other than an OTC Hedging Transaction where

14 the aggregate Market Value of Registrable Securities proposed to be hedged is greater than $375 million, (i) the Stockholders holding a majority of the securities proposed to be included in such Hedging Transaction shall have the right to select one nationally-recognized investment banking firm to act as a co-lead book-running Hedging Counterparty (or the equivalent) with respect to such Hedging Transaction, which firm shall be reasonably acceptable to the Issuer; and (ii) the Issuer shall have the right to select one nationally-recognized investment banking firm to act as a co-lead book-running Hedging Counterparty (or the equivalent) with respect to such Hedging Transaction, which firm shall be reasonably acceptable to the Stockholders holding a majority of the securities proposed to be included in such Hedging Transaction. To the extent that the Issuer has the right to select a nationally-recognized investment banking firm to act as a co-lead book-running Hedging Counterparty (or the equivalent) pursuant to this Section 4.4(d), the Stockholders proposing to effect such Hedging Transaction shall give the Issuer reasonable notice, taking into account the type of Hedging Transaction, of their intention to enter into such Hedging Transaction, which notice shall contain a reasonably detailed description of the terms of such Hedging Transaction. (e) The Issuer further agrees to include, under the caption "Plan of Distribution" (or the equivalent caption), in

14 the aggregate Market Value of Registrable Securities proposed to be hedged is greater than $375 million, (i) the Stockholders holding a majority of the securities proposed to be included in such Hedging Transaction shall have the right to select one nationally-recognized investment banking firm to act as a co-lead book-running Hedging Counterparty (or the equivalent) with respect to such Hedging Transaction, which firm shall be reasonably acceptable to the Issuer; and (ii) the Issuer shall have the right to select one nationally-recognized investment banking firm to act as a co-lead book-running Hedging Counterparty (or the equivalent) with respect to such Hedging Transaction, which firm shall be reasonably acceptable to the Stockholders holding a majority of the securities proposed to be included in such Hedging Transaction. To the extent that the Issuer has the right to select a nationally-recognized investment banking firm to act as a co-lead book-running Hedging Counterparty (or the equivalent) pursuant to this Section 4.4(d), the Stockholders proposing to effect such Hedging Transaction shall give the Issuer reasonable notice, taking into account the type of Hedging Transaction, of their intention to enter into such Hedging Transaction, which notice shall contain a reasonably detailed description of the terms of such Hedging Transaction. (e) The Issuer further agrees to include, under the caption "Plan of Distribution" (or the equivalent caption), in each Registration Statement, and any related prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Registration Statement), language substantially in the form of Annex A hereto and to include in each prospectus supplement filed in connection with any proposed Hedging Transaction language mutually agreed upon by the Issuer, the relevant Stockholder and the Hedging Counterparty describing such Hedging Transaction. 4.5 Cutback Provisions. All offerings made in respect of Demand Registrations shall be subject to the limitations set forth in Section 6.10. ARTICLE V INCIDENTAL OR "PIGGY-BACK" REGISTRATION. 5.1 Issuer Incidental Registration. At any time after the Closing, if a Stockholder requests a Demand Registration in accordance with Article IV, then the Issuer shall have the right, subject to the limitations set forth in Section 6.10, to register Issuer Securities or securities for the account of any stockholder of the Issuer other than the Stockholders. In connection with any Demand Registration under Article IV involving an underwritten offering, the Issuer shall not include any securities of the Issuer for the account of any Person other than the Stockholders unless such Person accepts the terms of the underwritten offering as agreed upon between the Lead Underwriter and the Stockholders requesting registration. 5.2 Stockholder Incidental Registration.

15 (a) At any time after the Closing, if the Issuer proposes to file a Registration Statement with respect to an offering of securities (other than debt securities, or non-participating preferred equity securities, not exchangeable for or convertible into or otherwise linked to the Common Equity) by the Issuer for its own account or for the account of any stockholder of the Issuer other than the Stockholders (other than (i) a Registration Statement on Form S-4 or S-8 or (ii) a Registration Statement relating to the issuance of securities as consideration in any acquisition by the Issuer), then the Issuer shall give written notice (a "Filing Notice") of such proposed filing to each Stockholder at least 10 Business Days before the anticipated filing date, which notice shall describe the proposed registration and distribution and offer such Stockholder the opportunity to register the number of Registrable Securities as the Stockholder requests (an "Incidental Registration"). (b) The Issuer shall permit the Stockholders who have made written requests to the Issuer to participate in the Incidental Registration within 5 Business Days after receipt of the Filing Notice to include up to all of their Registrable Securities (subject to the limitations set forth in Section 6.10) in such offering on the same terms and conditions as the securities of the Issuer or for the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 5.2 involving an underwritten

15 (a) At any time after the Closing, if the Issuer proposes to file a Registration Statement with respect to an offering of securities (other than debt securities, or non-participating preferred equity securities, not exchangeable for or convertible into or otherwise linked to the Common Equity) by the Issuer for its own account or for the account of any stockholder of the Issuer other than the Stockholders (other than (i) a Registration Statement on Form S-4 or S-8 or (ii) a Registration Statement relating to the issuance of securities as consideration in any acquisition by the Issuer), then the Issuer shall give written notice (a "Filing Notice") of such proposed filing to each Stockholder at least 10 Business Days before the anticipated filing date, which notice shall describe the proposed registration and distribution and offer such Stockholder the opportunity to register the number of Registrable Securities as the Stockholder requests (an "Incidental Registration"). (b) The Issuer shall permit the Stockholders who have made written requests to the Issuer to participate in the Incidental Registration within 5 Business Days after receipt of the Filing Notice to include up to all of their Registrable Securities (subject to the limitations set forth in Section 6.10) in such offering on the same terms and conditions as the securities of the Issuer or for the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 5.2 involving an underwritten offering, the Issuer shall not be required to include any Registrable Securities in such underwritten offering unless the participating Stockholders accept the terms of the underwritten offering as agreed upon by the Issuer and such other stockholders, if any. ARTICLE VI REGISTRATION PROCEDURES. 6.1 Obligations of the Issuer. Whenever registration of Registrable Securities has been requested pursuant to Article IV or Article V, the Issuer shall use all commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request: (a) the Issuer shall, as expeditiously as practicable, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Issuer is not then eligible to use Form S-3, on any form for which the Issuer then qualifies, which counsel for the Issuer deems appropriate and which is available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof), and use all commercially reasonable efforts to cause such Registration Statement to become effective as expeditiously as practicable; provided, however, that (i) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Issuer shall provide Stockholder Counsel and any other Inspector with a reasonable opportunity to review and comment on such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto) to be filed with the Commission, subject to such documents being under the Issuer's control, and (ii) the Issuer shall notify each Stockholder, Stockholder Counsel, and each other party

16 participating in such distribution of Registrable Securities of any stop order issued or threatened by the Commission and take all commercially reasonable action required to prevent the entry of such stop order or to remove it if entered; (b) the Issuer shall, as expeditiously as practicable, prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus as may be necessary to keep such Registration Statement effective until the earlier of (i) the 75th day after the effective date thereof and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold (provided that such 75-day period shall be extended for a number of days equal to the number of days that elapse from (x) the date any written notice contemplated by Section 6.3(a) is given by the Issuer to (y) the date on which the Issuer delivers to the Stockholders the supplement or amendment contemplated by Section 6.3(a)); and the Issuer shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; notwithstanding anything to the contrary in this Agreement, the Issuer shall not be required to file or have declared effective more than one post-effective amendment of any Registration

16 participating in such distribution of Registrable Securities of any stop order issued or threatened by the Commission and take all commercially reasonable action required to prevent the entry of such stop order or to remove it if entered; (b) the Issuer shall, as expeditiously as practicable, prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus as may be necessary to keep such Registration Statement effective until the earlier of (i) the 75th day after the effective date thereof and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold (provided that such 75-day period shall be extended for a number of days equal to the number of days that elapse from (x) the date any written notice contemplated by Section 6.3(a) is given by the Issuer to (y) the date on which the Issuer delivers to the Stockholders the supplement or amendment contemplated by Section 6.3(a)); and the Issuer shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; notwithstanding anything to the contrary in this Agreement, the Issuer shall not be required to file or have declared effective more than one post-effective amendment of any Registration Statement filed in response to a Demand Registration and shall not be required to file more than five supplements to the Prospectus contained in such Registration Statement, in each case, in connection with one or more Hedging Transactions or changes to the Plan of Distribution therein; (c) the Issuer shall furnish to each seller of Registrable Securities, prior to filing a Registration Statement, at least one conformed copy of such Registration Statement as is proposed to be filed, and thereafter shall promptly furnish such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the Prospectus included therein (including each preliminary Prospectus and any Prospectus filed under Rule 424 under the Securities Act) as each such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller; in addition, the Issuer shall promptly after receipt furnish to each Stockholder copies of the portions of any and all transmittal letters and any other correspondence (including, but not limited to, comment letters) with the Commission or any other Governmental Entity relating to such Registration Statement or amendment or supplement thereto relating to the sections entitled "Plan of Distribution" or "Selling Stockholders," and the Majority Requesting Stockholders shall have the right to request that the Issuer modify any such information contained in such Registration Statement or amendment and supplement thereto pertaining to such Stockholders in such sections, and the Issuer shall use all commercially reasonable efforts to comply with such request; provided, however, that the Issuer shall not have any obligation to modify any information if the Issuer reasonably expects that so doing would cause the Registration Statement to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (d) the Issuer shall use all commercially reasonable efforts (i) to register or qualify all Registrable Securities and other securities covered by the

17 Registration Statement under such other securities or "blue sky" laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by the Registration Statement shall reasonably request, (ii) to keep such registration or qualification in effect during the period during which the Registration Statement is effective, (iii) to obtain the withdrawal of any order or other determination suspending such registration or qualification during the period during which the Registration Statement is effective and (iv) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Issuer shall not for any such purpose be required to (1) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, (2) subject itself to taxation in any such jurisdiction or (3) consent to general service of process in any such jurisdiction; (e) the Issuer shall enter into and perform customary agreements (including underwriting and indemnification and contribution agreements in customary form with the Lead Underwriter or other Counterparty and reasonably

17 Registration Statement under such other securities or "blue sky" laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by the Registration Statement shall reasonably request, (ii) to keep such registration or qualification in effect during the period during which the Registration Statement is effective, (iii) to obtain the withdrawal of any order or other determination suspending such registration or qualification during the period during which the Registration Statement is effective and (iv) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Issuer shall not for any such purpose be required to (1) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, (2) subject itself to taxation in any such jurisdiction or (3) consent to general service of process in any such jurisdiction; (e) the Issuer shall enter into and perform customary agreements (including underwriting and indemnification and contribution agreements in customary form with the Lead Underwriter or other Counterparty and reasonably acceptable to the Counterparty) and take such other commercially reasonable actions as are required in order to expedite or facilitate each Disposition and shall provide all reasonable cooperation, including causing appropriate officers to attend and participate in "road shows" and other information meetings organized by the Counterparty, customary for similar Dispositions; (f) the Issuer shall make available at reasonable times for inspection by any seller of Registrable Securities, the Counterparties participating in any Disposition, Stockholder Counsel and any attorney, accountant or other agent retained by any Counterparty (each, an "Inspector" and collectively, the "Inspectors"), all financial and other records, corporate documents of the Issuer and its Subsidiaries (collectively, the "Records") as are reasonably necessary to enable them to exercise their due diligence responsibilities, and cause the Issuer's and its Subsidiaries' officers, directors and employees, and the independent public accountants of the Issuer, to discuss the business and affairs of the Issuer and its Subsidiaries, to supply promptly all information reasonably requested by any such Inspector in connection with such Registration Statement and to otherwise reasonably cooperate in the due diligence process of the Inspectors; (g) in the case of a Disposition, the Issuer shall use all commercially reasonable efforts to obtain "cold comfort" letters addressed to the Issuer and the Counterparties and dated the effective date of the Registration Statement and the date of the closing under the agreement relating to such Disposition from the Issuer's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters delivered in underwritings or under agreements that are customary or reasonably appropriate for the types of offerings that are most similar to such Disposition, as Stockholder Counsel or the Counterparty reasonably requests;

18 (h) the Issuer shall use all commercially reasonable efforts to furnish, at the request of any seller of Registrable Securities, on the date such Registrable Securities are delivered to the Counterparties for sale pursuant to such Registration Statement or, if such Registrable Securities are not being sold through underwriters, on the date the Registration Statement with respect to such Registrable Securities becomes effective, a signed opinion, dated such date, of counsel representing the Issuer for the purposes of such Disposition, addressed to the Counterparties, if any, covering such legal matters with respect to the Disposition in respect of which such opinion is being given as the Counterparties, if any, and such seller may reasonably request and are customarily included in such opinions relating to transactions similar to such Disposition; (i) the Issuer shall comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of the Registration Statement, an earnings statement covering a period of 12 months beginning after the effective date of the Registration Statement, in a manner that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (j) the Issuer shall use all commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Issuer are then

18 (h) the Issuer shall use all commercially reasonable efforts to furnish, at the request of any seller of Registrable Securities, on the date such Registrable Securities are delivered to the Counterparties for sale pursuant to such Registration Statement or, if such Registrable Securities are not being sold through underwriters, on the date the Registration Statement with respect to such Registrable Securities becomes effective, a signed opinion, dated such date, of counsel representing the Issuer for the purposes of such Disposition, addressed to the Counterparties, if any, covering such legal matters with respect to the Disposition in respect of which such opinion is being given as the Counterparties, if any, and such seller may reasonably request and are customarily included in such opinions relating to transactions similar to such Disposition; (i) the Issuer shall comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of the Registration Statement, an earnings statement covering a period of 12 months beginning after the effective date of the Registration Statement, in a manner that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (j) the Issuer shall use all commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Issuer are then listed (and if no such securities are then listed on any securities exchange, on a national securities exchange or automated quotation system selected by the Issuer) and to thereafter comply with all applicable rules of such securities exchange or automated quotation system so as to permit the continued listing of such securities on such exchange or automated quotation system; (k) the Issuer shall use all commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be registered with or approved by such Governmental Entities as may be necessary in the written opinion of counsel to the Issuer and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities within the United States of America; (l) the Issuer shall cooperate with each seller of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Registration Statement, and provide the transfer agent for the Registrable Securities with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company; (m) the Issuer shall timely keep Stockholder Counsel advised in writing as to the initiation and progress of any registration under Article IV or Article V hereunder; (n) the Issuer shall cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable

19 Securities and their respective counsel in connection with any filings required to be made with the NASD; (o) during the time when a Prospectus is required to be delivered under the Securities Act, the Issuer shall promptly give notice to all Stockholders selling securities pursuant to such Prospectus (i) of the receipt by the Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threat in writing of any proceeding for such purpose, (ii) of the occurrence of any of the events described in Section 6.3(b) (provided, however, that no notice by the Issuer shall be required pursuant to this clause (ii) in the event that the Issuer either promptly files a Prospectus supplement or amendment to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such event that results in the Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading) and (iii) of the determination by the Issuer that a posteffective amendment to a Registration Statement will be filed with the Commission;

19 Securities and their respective counsel in connection with any filings required to be made with the NASD; (o) during the time when a Prospectus is required to be delivered under the Securities Act, the Issuer shall promptly give notice to all Stockholders selling securities pursuant to such Prospectus (i) of the receipt by the Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threat in writing of any proceeding for such purpose, (ii) of the occurrence of any of the events described in Section 6.3(b) (provided, however, that no notice by the Issuer shall be required pursuant to this clause (ii) in the event that the Issuer either promptly files a Prospectus supplement or amendment to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such event that results in the Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading) and (iii) of the determination by the Issuer that a posteffective amendment to a Registration Statement will be filed with the Commission; (p) if the Issuer files a Registration Statement on Form S-3, and one or more Stockholders request to have an offering of Registrable Securities registered under such Registration Statement pursuant to Article IV or V hereof, the Issuer shall use all commercially reasonable efforts to include in such Registration Statement such additional information for marketing purposes as the Lead Underwriter with respect to such offering reasonably requests; provided, however, that, if such additional information is included in such Registration Statement, the time period for having such Registration Statement declared effective pursuant to clause (ii)(2) of Section 4.2 shall be no more than 120 days and the Issuer shall use all commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as is practicable; and (q) the Issuer shall use all commercially reasonable efforts to promptly take all other steps necessary to effect the registration and sale of the Registrable Securities contemplated hereby. 6.2 Seller Information, Compliance with Laws, Customary Agreements. The Issuer may require that (a) each seller of Registrable Securities as to which any Registration Statement is being filed furnish the Issuer such information regarding such seller and the distribution of such securities as the Issuer may from time to time reasonably request in writing; (b) each seller of Registrable Securities agree to comply with the Securities Act and the Exchange Act and all applicable state securities laws and comply with all applicable regulations in connection with the registration and distribution of the Registrable Securities; and (c) each seller of Registrable Securities use all commercially reasonable efforts to enter into and perform customary agreements (including an underwriting and indemnification agreement in customary form with the

20 Lead Underwriter) and to take such other commercially reasonable actions in order to expedite or facilitate the disposition of such Registrable Securities. 6.3 Notice to Discontinue, Deferral Periods. (a) The Issuer shall promptly notify each Stockholder selling securities of the Issuer pursuant to a Registration Statement (i) upon discovery that, or upon the happening of any event as a result of which, the Prospectus or the Registration Statement includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or of the occurrence of any event specified in Section 6.3(b); (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or (iii) of any written request by the Commission for (1) amendments to the Registration Statement or any document incorporated or deemed to be incorporated by reference in the Registration Statement, (2) supplements or amendments to the Prospectus or (3) additional information. Immediately following any such event (x) upon the request of the Issuer, each Stockholder shall suspend the use of the Prospectus and shall not sell any Registrable Securities until such Stockholder has received copies of the supplemented or amended Prospectus or until it is advised by the Issuer that the Prospectus may be used, and (y) the Issuer shall use all commercially

20 Lead Underwriter) and to take such other commercially reasonable actions in order to expedite or facilitate the disposition of such Registrable Securities. 6.3 Notice to Discontinue, Deferral Periods. (a) The Issuer shall promptly notify each Stockholder selling securities of the Issuer pursuant to a Registration Statement (i) upon discovery that, or upon the happening of any event as a result of which, the Prospectus or the Registration Statement includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or of the occurrence of any event specified in Section 6.3(b); (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or (iii) of any written request by the Commission for (1) amendments to the Registration Statement or any document incorporated or deemed to be incorporated by reference in the Registration Statement, (2) supplements or amendments to the Prospectus or (3) additional information. Immediately following any such event (x) upon the request of the Issuer, each Stockholder shall suspend the use of the Prospectus and shall not sell any Registrable Securities until such Stockholder has received copies of the supplemented or amended Prospectus or until it is advised by the Issuer that the Prospectus may be used, and (y) the Issuer shall use all commercially reasonable efforts to, as promptly as practicable or in the case of an event specified in Section 6.3(b), by the end of the Deferral Period (as defined below), prepare and file a post-effective amendment to the Registration Statement or a supplement or amendment to the related Prospectus or any document that would be incorporated by reference into the Registration Statement and Prospectus so that the Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and promptly thereafter deliver to the holders of the Registrable Securities a reasonable number of copies of the supplement or amendment of such Prospectus complying with the foregoing, and, in the case of a post-effective amendment to a Registration Statement, use all commercially reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable. (b) The Issuer shall not be required to file any Registration Statement pursuant to this Agreement, file any amendment thereto, furnish any supplement or amendment to a Prospectus included in a Registration Statement, make any other filing with the Commission, cause any Registration Statement or other filing with the Commission to become effective, or take any similar action (collectively, "Registration Actions") and may withdraw any Registration Statement or other filing with the Commission, and any and all sales of Registrable Securities by a holder thereof pursuant to a Registration Statement shall be suspended: (i) if such Registration Action would, in the good-faith judgment of the Board of Directors, materially interfere with business activities or plans of the Issuer, (ii) if such Registration Action would, in the good-faith judgment of the Board of Directors, require the disclosure of material non-

21 public information which disclosure, in the good-faith judgment of the Board of Directors, would be detrimental to the Issuer or (iii) if such Registration Action would require the inclusion of audited financial statements of the Issuer that are not then available. Upon the occurrence of any condition described in clauses (i), (ii) or (iii) of the first sentence of this Section 6.3(b), the Issuer shall give prompt notice thereof (which notice shall state whether it intends to delay any of the Registration Actions and/or suspend sales of Registrable Securities) to the Stockholders. Upon the termination of the condition described in clauses (i), (ii) or (iii) of the first sentence of this Section 6.3(b), the Issuer shall give prompt notice to the Stockholders and, in the case of a Demand Registration, if the request for Demand Registration has not been revoked pursuant to Section 6.3(d), shall promptly proceed with the Registration Actions and make any other filing with the Commission required of it or terminate any suspension of sales it has put into effect and shall take all such other commercially reasonable actions to permit registered sales of Registrable Securities as contemplated by this Agreement. It is understood and agreed that the foregoing provisions of this Section 6.3(b) shall not prevent a sale or hedge pursuant to Rule 144 by a holder of Registrable Securities or in a transaction exempt from registration under the Securities Act.

21 public information which disclosure, in the good-faith judgment of the Board of Directors, would be detrimental to the Issuer or (iii) if such Registration Action would require the inclusion of audited financial statements of the Issuer that are not then available. Upon the occurrence of any condition described in clauses (i), (ii) or (iii) of the first sentence of this Section 6.3(b), the Issuer shall give prompt notice thereof (which notice shall state whether it intends to delay any of the Registration Actions and/or suspend sales of Registrable Securities) to the Stockholders. Upon the termination of the condition described in clauses (i), (ii) or (iii) of the first sentence of this Section 6.3(b), the Issuer shall give prompt notice to the Stockholders and, in the case of a Demand Registration, if the request for Demand Registration has not been revoked pursuant to Section 6.3(d), shall promptly proceed with the Registration Actions and make any other filing with the Commission required of it or terminate any suspension of sales it has put into effect and shall take all such other commercially reasonable actions to permit registered sales of Registrable Securities as contemplated by this Agreement. It is understood and agreed that the foregoing provisions of this Section 6.3(b) shall not prevent a sale or hedge pursuant to Rule 144 by a holder of Registrable Securities or in a transaction exempt from registration under the Securities Act. (c) Notwithstanding anything to the contrary in Section 6.3(b), the Issuer may only delay Registration Actions or suspend sales of Registrable Securities for three periods (each, a "Deferral Period") of up to 120 days in the aggregate in any period of twelve consecutive months. In addition, no suspension pursuant to Section 6.3(b) after the Initial Public Offering shall be effective unless (x) each director and executive officer of the Issuer is also prohibited by the Issuer's insider trading policy or otherwise from making purchases and sales (other than those made pursuant to plans designed to comply with Rule 10b5-1(c)(1)(i) under the Exchange Act) by reason of the condition specified in the first sentence of Section 6.3(b) and (y) each other holder entitled to sell equity securities of the Issuer pursuant to registration rights under a selling stockholder prospectus is, or agrees to be, subject to deferral provisions substantially similar to or more restrictive than those contained in Section 6.3(b). (d) In the event that the Issuer delays any of the Registration Actions or suspends sales of Registrable Securities pursuant to Section 6.3(b) for 25 days or more with respect to a Demand Registration, the Majority Requesting Stockholders shall have the right to revoke such Demand Registration without such request counting as a Demand Registration or a revocation of a Demand Registration for purposes of Section 4.1(c) and without any liability for Registration Expenses arising from, in connection with or relating to, such revoked Demand Registration. 6.4 Reports and Materials to be Filed under the Securities Act and the Exchange Act. The Issuer shall timely file the reports and materials required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (including but not limited to the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144) and shall take all commercially reasonable actions as a Stockholder or any broker or dealer facilitating a sale of Registrable Securities may reasonably request to enable such Stockholder to sell or hedge Registrable Securities without registration under the Securities Act within the

22 limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rules or regulations hereafter adopted by the Commission. Upon the request of any Stockholder, the Issuer shall deliver to such Stockholder a written statement as to whether it has complied with such requirements. 6.5 Registration Expenses. The Issuer shall pay all expenses ("Registration Expenses") arising from or incident to any Demand Registration or Incidental Registration by the Stockholders pursuant to the terms of this Agreement, regardless of whether the relevant Registration Statement is declared effective; provided, however, that the Stockholders shall each bear the expense of any broker's commission or underwriter's discount or commission relating to registration and sale of its Registrable Securities and any of its legal fees, incurred in connection with a Demand Registration or Incidental Registration. Subject to the proviso included in the immediately preceding sentence, Registration Expenses shall include, without limitation, any and all expenses incident to performance of

22 limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rules or regulations hereafter adopted by the Commission. Upon the request of any Stockholder, the Issuer shall deliver to such Stockholder a written statement as to whether it has complied with such requirements. 6.5 Registration Expenses. The Issuer shall pay all expenses ("Registration Expenses") arising from or incident to any Demand Registration or Incidental Registration by the Stockholders pursuant to the terms of this Agreement, regardless of whether the relevant Registration Statement is declared effective; provided, however, that the Stockholders shall each bear the expense of any broker's commission or underwriter's discount or commission relating to registration and sale of its Registrable Securities and any of its legal fees, incurred in connection with a Demand Registration or Incidental Registration. Subject to the proviso included in the immediately preceding sentence, Registration Expenses shall include, without limitation, any and all expenses incident to performance of or compliance with any registration or marketing of securities pursuant to Article IV or V, including, without limitation, (i) the fees, disbursements and expenses of Issuer's counsel and accountants in connection with this Agreement and the performance of the Issuer's counsel and accountants in connection with this Agreement and the performance of the Issuer's obligations hereunder; (ii) all expenses, including filing fees, in connection with the preparation, printing and filing of any Registration Statement, any Prospectus or preliminary Prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers; (iii) the cost of printing or producing any agreements among underwriters, underwriting agreements, and blue sky or legal investment memoranda, any selling agreements and any other documents in connection with the offering, sale or delivery of the securities to be disposed of; (iv) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under state securities laws, including the fees and disbursements of counsel for the underwriters in connection with such qualification and in connection with any blue sky and legal investment surveys; (v) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the securities to be disposed of; (vi) transfer agents' and registrars' fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering; (vii) all security engraving and security printing expenses; (viii) all fees and expenses payable in connection with the listing of the securities on any securities exchange or automated interdealer quotation system; (ix) any other fees and disbursements of underwriters customarily paid by the issuers of securities; and (x) the costs and expenses of the Issuer relating to analyst or investor presentations or any "road show" undertaken in connection with the registration and/or marketing of any Registrable Securities. 6.6 Confidentiality. Any Records provided in connection with Section 6.1(f) that the Issuer determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be publicly disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Issuer if the Issuer shall so request) unless (i) the disclosure of such Records is necessary, in the

23 Issuer's reasonable judgment, to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (iii) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Issuer or has been made generally available to the public or otherwise becomes available on a non-confidential basis. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Issuer and allow the Issuer, at the Issuer's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. 6.7 Restrictions on Covered Transactions. (a) Prior to the Stockholder Release Date, the Stockholders (other than any Pledgee or Hedging Counterparty) shall not effect any Covered Transaction. (b) Prior to the Issuer Release Date, the Issuer shall not effect any Covered Transaction except for (i) Covered Transactions that do not result in the Issuer having Cumulative Net Proceeds in excess of $2.1 billion and (ii)

23 Issuer's reasonable judgment, to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (iii) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Issuer or has been made generally available to the public or otherwise becomes available on a non-confidential basis. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Issuer and allow the Issuer, at the Issuer's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. 6.7 Restrictions on Covered Transactions. (a) Prior to the Stockholder Release Date, the Stockholders (other than any Pledgee or Hedging Counterparty) shall not effect any Covered Transaction. (b) Prior to the Issuer Release Date, the Issuer shall not effect any Covered Transaction except for (i) Covered Transactions that do not result in the Issuer having Cumulative Net Proceeds in excess of $2.1 billion and (ii) issuances of securities as consideration in acquisitions or as compensation to employees. (c) During the 270 days following the completion of an offering pursuant to a Demand Registration, the Stockholders shall not effect Covered Transactions (other than Regulatory Sales) with aggregate proceeds (net of underwriting fees, discounts, commissions and other offering expenses) in excess of the Covered Transaction Proceeds Limit. (d) Prior to the AOLTW Registration Date, (i) the Issuer shall not effect any Covered Transaction if the proceeds of such Covered Transaction are to be distributed or loaned to, or used to purchase securities issued or held by, AOLTW or any of its Affiliates, other than the Issuer or any of its Subsidiaries; and (ii) the Issuer shall deliver to the Stockholders, upon completion of any Covered Transaction, an officer's certificate (or other evidence reasonably acceptable to the Majority Stockholders) to the effect that the proceeds of such Covered Transaction are not to be distributed or loaned to, or used to purchase securities issued or held by, AOLTW or any of its Affiliates, other than the Issuer or any of its Subsidiaries. 6.8 Restrictions on Public Sales. (a) If requested in writing by any Lead Underwriter in connection with a public offering of shares of Common Equity (or instruments convertible into or exchangeable for Common Equity), each of the Stockholders (other than any Pledgee or Hedging Counterparty), the Issuer and AOLTW shall execute and deliver agreements ("Lock-up Agreements") containing such restrictions on its ability to dispose of shares of Common Equity (or instruments convertible into or exchangeable for Common Equity) as such Lead Underwriter may reasonably request; provided that such

24 restrictions shall be the same for all parties and shall not have a duration of more than (i) 180 days after the completion of such offering (in the case of the Initial Public Offering) or (ii) 90 days after the completion of such offering (in the case of other public offerings). Any Lock-up Agreements executed by the Stockholders shall contain provisions naming AOLTW and the Issuer as intended third-party beneficiaries thereof and requiring the prior written consent of AOLTW and the Issuer for any amendments thereto or waivers thereof. Any Lock-up Agreements executed by AOLTW or the Issuer shall contain provisions naming the Stockholders as intended third-party beneficiaries thereof and requiring the prior written consent of the Majority Stockholders for any amendments thereto or waivers thereof. (b) A Stockholder shall not be required hereunder to sign a Lock-up Agreement that restricts the Stockholder from exercising the Incidental Registration rights set forth in Article V. (c) In connection with a Demand Registration, the Issuer shall use all commercially reasonable efforts to have all executive officers, directors and holders of more than 5% of any class of the Common Equity execute agreements

24 restrictions shall be the same for all parties and shall not have a duration of more than (i) 180 days after the completion of such offering (in the case of the Initial Public Offering) or (ii) 90 days after the completion of such offering (in the case of other public offerings). Any Lock-up Agreements executed by the Stockholders shall contain provisions naming AOLTW and the Issuer as intended third-party beneficiaries thereof and requiring the prior written consent of AOLTW and the Issuer for any amendments thereto or waivers thereof. Any Lock-up Agreements executed by AOLTW or the Issuer shall contain provisions naming the Stockholders as intended third-party beneficiaries thereof and requiring the prior written consent of the Majority Stockholders for any amendments thereto or waivers thereof. (b) A Stockholder shall not be required hereunder to sign a Lock-up Agreement that restricts the Stockholder from exercising the Incidental Registration rights set forth in Article V. (c) In connection with a Demand Registration, the Issuer shall use all commercially reasonable efforts to have all executive officers, directors and holders of more than 5% of any class of the Common Equity execute agreements that are no less restrictive than the restrictions contained in the Lock-up Agreements. 6.9 Selection of Underwriters. In any underwritten public offering pursuant to a Demand Registration (other than the Initial Public Offering), in which at least $500 million of Registrable Securities (or, if less, all remaining Registrable Securities beneficially owned by the Stockholders) are proposed to be sold, (i) the Majority Requesting Stockholders shall have the right to select one nationally-recognized investment banking firm as a colead book running manager (or the equivalent) with respect to such offering, which firm shall be reasonably acceptable to the Issuer; and (ii) the Issuer shall have the right to select only one nationally-recognized investment banking firm as a co-lead book running manager (or the equivalent) with respect to such offering, which firm shall be reasonably acceptable to the Majority Requesting Stockholders. In all other underwritten public offerings, the Issuer shall have the right to select all Lead Underwriters, except that if at least $500 million of Registrable Securities are proposed to be sold pursuant thereto, the Majority Requesting Stockholders shall have the right to select one nationally-recognized investment banking firm as a co-lead book running manager (or the equivalent) with respect to such offering, which firm shall be reasonably acceptable to the Issuer. 6.10 Limitations on Registration. In any public offering of securities of the Issuer registered pursuant to Article IV or V, if any Lead Underwriter determines in good faith that the registration of all or part of such securities requested to be included would have a material and adverse effect on the success of such offering, then the Issuer shall be required to include in such offering only such number of such securities as the Lead Underwriter reasonably believes would not have such adverse effect, according to the following priority:

25 (a) First, such offering shall include any Issuer Securities proposed to be included in such offering, until the Issuer's Cumulative Net Proceeds are $2.1 billion; (b) Second, such offering shall include any Registrable Securities proposed to be included in such offering, until the Stockholders' Cumulative Net Proceeds are $3.0 billion; and (c) Third, (i) if such offering occurs prior to the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall (A) first, be divided equally among (x) any such securities that are Registrable Securities not already included in such offering and (y) any such securities that are Issuer Securities not already included in such offering, (B) second, include any Registrable Securities or Issuer Securities, as the case may be, not already included in such offering and (C) third, include any AOLTW Securities requested to be included in such offering; and (ii) if such offering occurs on or after the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall be divided equally among (x) any such securities that are Registrable Securities not already included in such offering, (y) any such securities that are Issuer Securities not already included in such offering and (z) any such securities that are AOLTW Securities not

25 (a) First, such offering shall include any Issuer Securities proposed to be included in such offering, until the Issuer's Cumulative Net Proceeds are $2.1 billion; (b) Second, such offering shall include any Registrable Securities proposed to be included in such offering, until the Stockholders' Cumulative Net Proceeds are $3.0 billion; and (c) Third, (i) if such offering occurs prior to the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall (A) first, be divided equally among (x) any such securities that are Registrable Securities not already included in such offering and (y) any such securities that are Issuer Securities not already included in such offering, (B) second, include any Registrable Securities or Issuer Securities, as the case may be, not already included in such offering and (C) third, include any AOLTW Securities requested to be included in such offering; and (ii) if such offering occurs on or after the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall be divided equally among (x) any such securities that are Registrable Securities not already included in such offering, (y) any such securities that are Issuer Securities not already included in such offering and (z) any such securities that are AOLTW Securities not already included in such offering, in each case until all such securities requested to be registered have been included in such offering. Prior to the AOLTW Registration Date, to the extent that the Issuer proposes to include any Issuer Securities whose proceeds, as described in the "Use of Proceeds" section of the relevant Registration Statement, are to be distributed or loaned to, or used to purchase securities issued by or held by, AOLTW or any of its Affiliates (other than the Issuer or any of its Subsidiaries), such Issuer Securities shall be deemed to be AOLTW Securities for purposes of Sections 6.10(a) and (c). 6.11 Stock Split. Prior to the Initial Public Offering, the Issuer shall effect a split of the Class A Common Stock so that the price per share of Class A Common Stock reasonably expected to be received in the Initial Public Offering shall be within a range that, in the judgment of the Lead Underwriter, will facilitate the Initial Public Offering on the best possible terms. AOLTW and the Stockholders agree to take all actions necessary to permit the Issuer to comply with its obligations pursuant to the preceding sentence. 6.12 Limitations on Certain Transactions by AOLTW. Prior to the AOLTW Registration Date, none of AOLTW and its Affiliates (other than the Issuer and its Subsidiaries) shall dispose of or monetize any securities of the Issuer to any parties

26 (other than AOLTW or any of its Affiliates) other than pursuant to a Registration Statement. ARTICLE VII INDEMNIFICATION 7.1 Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless each Stockholder, its partners, directors, officers, other Affiliates and each Person who controls (within the meaning of Section 15 of the Securities Act) such Stockholder from and against any and all losses, claims, damages, liabilities and expenses, or any action or proceeding in respect thereof (including reasonable costs of investigation and reasonable attorneys' fees and expenses) (each, a "Liability" and collectively, "Liabilities"), arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made; provided, however, that

26 (other than AOLTW or any of its Affiliates) other than pursuant to a Registration Statement. ARTICLE VII INDEMNIFICATION 7.1 Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless each Stockholder, its partners, directors, officers, other Affiliates and each Person who controls (within the meaning of Section 15 of the Securities Act) such Stockholder from and against any and all losses, claims, damages, liabilities and expenses, or any action or proceeding in respect thereof (including reasonable costs of investigation and reasonable attorneys' fees and expenses) (each, a "Liability" and collectively, "Liabilities"), arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made; provided, however, that the Issuer shall not be liable (i) in any such case to the extent that any such Liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, Prospectus or preliminary prospectus or notification or offering circular in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Stockholder (including, without limitation, the information provided pursuant to Section 7.2), specifically for use in the preparation thereof and (ii) for any Liability if (1) the Issuer has notified such Stockholder to suspend use of the Prospectus pursuant to Section 6.3(a) or (b), (2) such Stockholder continues to use the relevant Prospectus notwithstanding such notice, and (3) such Liability arises from or is based upon an untrue statement or alleged untrue statement of any material fact or omission to state a material fact that was cured in the supplemented or amended Prospectus contemplated by Section 6.3(a) or (b). 7.2 Indemnification by the Stockholder. In connection with any offering in which a Stockholder is participating pursuant to Article IV or Article V, such Stockholder shall promptly furnish to the Issuer in writing such information with respect to such Stockholder and the distribution of the Registrable Securities as the Issuer may reasonably request or as may be required by law for use in connection with any related Registration Statement or Prospectus and all information required to be disclosed in order to make the information previously furnished to the Issuer by such Stockholder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Stockholder necessary in order to make the statements therein not misleading. Each Stockholder selling Registrable Securities pursuant to a Registration Statement and associated Prospectus agrees, severally but not jointly, to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) to the same

27 extent as the indemnity from the Issuer to such Stockholder under Section 7.1 hereof but only with respect to information provided by such Stockholder or on such Stockholder's behalf expressly for use in such Registration Statement or Prospectus relating to the Registrable Securities; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Indemnifying Party in the transaction giving rise to such Liability. 7.3 Conduct of Indemnification Proceedings. Any Person entitled to indemnification under this Article VII (each, an "Indemnified Party") agrees to give prompt written notice to each indemnifying party (each, an "Indemnifying Party") after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it may have to the Indemnified Party hereunder (except to the extent that the Indemnifying Party forfeits substantive rights or defenses by reason of such failure) and in no event shall such failure relieve the Indemnifying Party from and against any other Liability it may have to such Indemnified Party. If notice of commencement of any such action is given to the Indemnifying

27 extent as the indemnity from the Issuer to such Stockholder under Section 7.1 hereof but only with respect to information provided by such Stockholder or on such Stockholder's behalf expressly for use in such Registration Statement or Prospectus relating to the Registrable Securities; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Indemnifying Party in the transaction giving rise to such Liability. 7.3 Conduct of Indemnification Proceedings. Any Person entitled to indemnification under this Article VII (each, an "Indemnified Party") agrees to give prompt written notice to each indemnifying party (each, an "Indemnifying Party") after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it may have to the Indemnified Party hereunder (except to the extent that the Indemnifying Party forfeits substantive rights or defenses by reason of such failure) and in no event shall such failure relieve the Indemnifying Party from and against any other Liability it may have to such Indemnified Party. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action, (iii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (iv) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and such parties have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or would present a conflict of interest or (y) there may be one or more legal defenses available to the Indemnified Party which are different from, inconsistent with or additional to those available to the Indemnifying Party. In any of the cases specified in clauses (ii) and (iv) of the immediately preceding sentence, the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all Indemnified Parties. No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the consent of such Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability for claims that are the subject matter of such proceeding. 7.4 Contribution. If the indemnification provided for in this Article VII shall for any reason be held by a court of competent jurisdiction to be unavailable to

28 an Indemnified Party, in respect of any Liability, then, in lieu of the amount paid or payable under Section 7.1 or 7.2, as the case may be, the Indemnified Party and the Indemnifying Party shall contribute to the aggregate Liabilities in such proportion as is appropriate to reflect the relative fault of the Issuer and the prospective sellers of Registrable Securities covered by the Registration Statement in connection with the statements or omissions which resulted in such loss, claim, damage or liability, or action or proceeding in respect thereof, as well as any other relevant equitable considerations (the relative fault of the Issuer and such prospective sellers to be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer or such prospective sellers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission). The parties hereto acknowledge that in no event shall the obligation of any Indemnifying Party to contribute under this Section 7.4 exceed the amount that such Indemnifying Party would have been obligated to pay by way of indemnification if the indemnification provided for under Section 7.1 or 7.2 had been available under the circumstances. The Issuer and each Stockholder agree that it would not be just and equitable if contribution pursuant to this Section 7.4 were determined by pro rata allocation (even if such Stockholders were treated as one entity for such purpose) or by any other method of allocation that does not

28 an Indemnified Party, in respect of any Liability, then, in lieu of the amount paid or payable under Section 7.1 or 7.2, as the case may be, the Indemnified Party and the Indemnifying Party shall contribute to the aggregate Liabilities in such proportion as is appropriate to reflect the relative fault of the Issuer and the prospective sellers of Registrable Securities covered by the Registration Statement in connection with the statements or omissions which resulted in such loss, claim, damage or liability, or action or proceeding in respect thereof, as well as any other relevant equitable considerations (the relative fault of the Issuer and such prospective sellers to be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer or such prospective sellers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission). The parties hereto acknowledge that in no event shall the obligation of any Indemnifying Party to contribute under this Section 7.4 exceed the amount that such Indemnifying Party would have been obligated to pay by way of indemnification if the indemnification provided for under Section 7.1 or 7.2 had been available under the circumstances. The Issuer and each Stockholder agree that it would not be just and equitable if contribution pursuant to this Section 7.4 were determined by pro rata allocation (even if such Stockholders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the first sentence of this Section 7.4. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Such prospective sellers' obligations to contribute as provided in this Section 7.4 are several in proportion to the relative value of their respective Registrable Securities covered by such Registration Statement and not joint. 7.5 Indemnification Payments. The indemnification and contribution required by this Article VII shall be made by prompt periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred. ARTICLE VIII MISCELLANEOUS 8.1 Recapitalizations, Exchanges, etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Class A Common Stock, (ii) any and all shares of voting common stock of the Issuer into which the shares of Class A Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Issuer and (iii) any and all equity securities of the Issuer or any successor or assign or acquiror of the Issuer (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Class A Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Issuer shall cause any successor or assign or acquiror (whether by merger,

29 consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with each Stockholder on terms no less favorable to such Stockholder than the terms provided under this Agreement as a condition of any such transaction. 8.2 Notices. All notices, requests, claims and demands and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (ii) one Business Day after being sent by facsimile transmission (provided the sender retains confirmation thereof) or for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below:
if to AOLTW or the Issuer, to: AOL Time Warner Inc. 75 Rockefeller Center Plaza New York, New York 10019

29 consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with each Stockholder on terms no less favorable to such Stockholder than the terms provided under this Agreement as a condition of any such transaction. 8.2 Notices. All notices, requests, claims and demands and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (ii) one Business Day after being sent by facsimile transmission (provided the sender retains confirmation thereof) or for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below:
if to AOLTW or the Issuer, to: AOL Time Warner Inc. 75 Rockefeller Center Plaza New York, New York 10019 Attention: Executive Vice President and General Counsel Fax: (212) 258-3172 With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 if to MediaOne prior to the closing of the AT&T-Comcast Merger, to: AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Attention: Corporate Secretary Fax: (908) 953-8360

30
With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Trevor Norwitz Fax: (212) 403-2000 and:

Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Dennis S. Hersch William L. Taylor Fax: (212) 450-4800

if to MediaOne following the closing of the AT&T-Comcast Merger, to:

Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794

30
With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Trevor Norwitz Fax: (212) 403-2000 and:

Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Dennis S. Hersch William L. Taylor Fax: (212) 450-4800

if to MediaOne following the closing of the AT&T-Comcast Merger, to:

Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Dennis S. Hersch William L. Taylor Fax: (212) 450-4800

31 Any party to this Agreement may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, telecopy or ordinary mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the office of the party for whom it is intended during business hours on a Business Day in the place of receipt. Any party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein set forth. 8.3 Entire Agreement; No Inconsistent Agreements. (a) This Agreement constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof. (b) The Issuer shall not hereafter enter into or amend any agreement with respect to its securities which would (i) adversely affect the rights granted to the holders of Registrable Securities in this Agreement in any material

31 Any party to this Agreement may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, telecopy or ordinary mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the office of the party for whom it is intended during business hours on a Business Day in the place of receipt. Any party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein set forth. 8.3 Entire Agreement; No Inconsistent Agreements. (a) This Agreement constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof. (b) The Issuer shall not hereafter enter into or amend any agreement with respect to its securities which would (i) adversely affect the rights granted to the holders of Registrable Securities in this Agreement in any material respect or (ii) adversely affect the priorities set forth in Section 6.10. 8.4 Further Assurances. Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. 8.5 Other Agreements. Nothing contained in this Agreement shall be deemed to be a waiver of, or release from, any obligations any party hereto may have under any of the other Transaction Agreements. 8.6 No Third-Party Beneficiaries. Except as provided in Article VII or Section 8.8, this Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiaries hereto. 8.7 Assignment. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assigns and, with respect to each Stockholder, any Permitted Transferee. No assignment or transfer shall be effective hereunder unless and until the purported transferee executes and delivers an agreement, in form and substance reasonably acceptable to the parties, agreeing to be bound by the terms hereof. 8.8 Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless consented to in writing by the Issuer and the Majority Stockholders. The AOLTW Company Registration Rights Agreement may not be amended in any respect without the approval of a majority of the independent members of the Board of Directors.

32 8.9 Nominees for Beneficial Owners. In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Issuer, be treated as the holder of such Registrable Securities for purposes of any request, consent, waiver or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Issuer may require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities. 8.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or

32 8.9 Nominees for Beneficial Owners. In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Issuer, be treated as the holder of such Registrable Securities for purposes of any request, consent, waiver or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Issuer may require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities. 8.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that shall achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term. 8.11 Counterparts and Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile transmission. 8.12 Interpretation. When reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Whenever the words "include," "includes" or "including"

33 are used in this Agreement, they shall be deemed to be followed by the words "without limitation." 8.13 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTIONS OTHER THAN THOSE OF THE STATE OF NEW YORK. 8.14 Submission to Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in any federal or state court located in the State and City of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient

33 are used in this Agreement, they shall be deemed to be followed by the words "without limitation." 8.13 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTIONS OTHER THAN THOSE OF THE STATE OF NEW YORK. 8.14 Submission to Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in any federal or state court located in the State and City of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.2 hereof as to giving notice hereunder shall be deemed effective service of process on such party. 8.15 Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy shall not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which the parties are entitled at law or in equity. 8.16 WAIVER OF JURY TRIAL. EACH OF THE ISSUER AND THE STOCKHOLDERS HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE ISSUER AND THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

34 [Remainder of page intentionally left blank]

35 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement on the date first written above. MEDIAONE OF COLORADO, INC. By: Name:

Title:

34 [Remainder of page intentionally left blank]

35 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement on the date first written above. MEDIAONE OF COLORADO, INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: TIME WARNER CABLE INC. By: Name:

Title:

Annex A PLAN OF DISTRIBUTION A selling stockholder may also enter into hedging and/or monetization transactions. For example, a selling stockholder may: (a) enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling stockholder and engage in short sales of the common stock under this prospectus, in which case the other party may use shares of common stock received from the selling stockholder to close out any short positions; (b) itself sell short common stock under this prospectus and use shares of common stock held by it to close out any short position; (c) enter into options, forwards or other transactions that require the selling stockholder to deliver, in a transaction exempt from registration under the Securities Act, common stock to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling stockholder and publicly resell or otherwise transfer that common stock under this prospectus; or

35 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement on the date first written above. MEDIAONE OF COLORADO, INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: TIME WARNER CABLE INC. By: Name:

Title:

Annex A PLAN OF DISTRIBUTION A selling stockholder may also enter into hedging and/or monetization transactions. For example, a selling stockholder may: (a) enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling stockholder and engage in short sales of the common stock under this prospectus, in which case the other party may use shares of common stock received from the selling stockholder to close out any short positions; (b) itself sell short common stock under this prospectus and use shares of common stock held by it to close out any short position; (c) enter into options, forwards or other transactions that require the selling stockholder to deliver, in a transaction exempt from registration under the Securities Act, common stock to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling stockholder and publicly resell or otherwise transfer that common stock under this prospectus; or (d) loan or pledge common stock to a broker-dealer or affiliate of a broker-dealer or other third party who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, become a selling stockholder and sell the pledged shares, under this prospectus.

Annex A PLAN OF DISTRIBUTION A selling stockholder may also enter into hedging and/or monetization transactions. For example, a selling stockholder may: (a) enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling stockholder and engage in short sales of the common stock under this prospectus, in which case the other party may use shares of common stock received from the selling stockholder to close out any short positions; (b) itself sell short common stock under this prospectus and use shares of common stock held by it to close out any short position; (c) enter into options, forwards or other transactions that require the selling stockholder to deliver, in a transaction exempt from registration under the Securities Act, common stock to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling stockholder and publicly resell or otherwise transfer that common stock under this prospectus; or (d) loan or pledge common stock to a broker-dealer or affiliate of a broker-dealer or other third party who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, become a selling stockholder and sell the pledged shares, under this prospectus.

EXHIBIT 10.8

FORM OF PARENT AGREEMENT AMONG TIME WARNER CABLE INC., AOL TIME WARNER INC. AND AT&T CORP. DATED AS OF: [ ], 200[ ]

TABLE OF CONTENTS
Pa -1. 2. 3. Definitions..................................................................................... Actions Requiring Consent of AOLTW.............................................................. Certain Rights of AT&T.......................................................................... 3.1 Independent Directors..................................................................

EXHIBIT 10.8

FORM OF PARENT AGREEMENT AMONG TIME WARNER CABLE INC., AOL TIME WARNER INC. AND AT&T CORP. DATED AS OF: [ ], 200[ ]

TABLE OF CONTENTS
Pa -1. 2. 3. Definitions..................................................................................... Actions Requiring Consent of AOLTW.............................................................. Certain Rights of AT&T.......................................................................... 3.1 Independent Directors.................................................................. 3.2 Financial Statements and Other Information............................................. AOLTW Covenants................................................................................. 4.1 Tender Offers and Exchange Offers...................................................... 4.2 Mergers................................................................................ 4.3 TWE Public Debt........................................................................ 4.4 Closing Date Balance Sheet............................................................. Miscellaneous................................................................................... 5.1 Notices................................................................................ 5.2 Successors and Assigns................................................................. 5.3 Amendment and Waiver................................................................... 5.4 Counterparts; Effectiveness...........................................................1 5.5 Specific Performance..................................................................1 5.6 Headings..............................................................................1 5.7 Governing Law.........................................................................1 5.8 Jurisdiction..........................................................................1 5.9 WAIVER OF JURY TRIAL..................................................................1 5.10 Severability..........................................................................1 5.11 Rules of Construction.................................................................1 5.12 Entire Agreement; No Third Party Beneficiaries........................................1 5.13 [Effect of AT&T - Comcast Merger......................................................1 5.14 Termination...........................................................................1 5.15 Further Assurances....................................................................1

4.

5.

PARENT AGREEMENT PARENT AGREEMENT, dated as of [ ], 200[ ], among AOL Time Warner Inc., a Delaware corporation ("AOLTW"), AT&T(1) Corp., a New York corporation, and Time Warner Cable Inc., a Delaware corporation

TABLE OF CONTENTS
Pa -1. 2. 3. Definitions..................................................................................... Actions Requiring Consent of AOLTW.............................................................. Certain Rights of AT&T.......................................................................... 3.1 Independent Directors.................................................................. 3.2 Financial Statements and Other Information............................................. AOLTW Covenants................................................................................. 4.1 Tender Offers and Exchange Offers...................................................... 4.2 Mergers................................................................................ 4.3 TWE Public Debt........................................................................ 4.4 Closing Date Balance Sheet............................................................. Miscellaneous................................................................................... 5.1 Notices................................................................................ 5.2 Successors and Assigns................................................................. 5.3 Amendment and Waiver................................................................... 5.4 Counterparts; Effectiveness...........................................................1 5.5 Specific Performance..................................................................1 5.6 Headings..............................................................................1 5.7 Governing Law.........................................................................1 5.8 Jurisdiction..........................................................................1 5.9 WAIVER OF JURY TRIAL..................................................................1 5.10 Severability..........................................................................1 5.11 Rules of Construction.................................................................1 5.12 Entire Agreement; No Third Party Beneficiaries........................................1 5.13 [Effect of AT&T - Comcast Merger......................................................1 5.14 Termination...........................................................................1 5.15 Further Assurances....................................................................1

4.

5.

PARENT AGREEMENT PARENT AGREEMENT, dated as of [ ], 200[ ], among AOL Time Warner Inc., a Delaware corporation ("AOLTW"), AT&T(1) Corp., a New York corporation, and Time Warner Cable Inc., a Delaware corporation (the "Company"). WHEREAS, AOLTW, AT&T, the Company, and the other parties named therein have entered into a Restructuring Agreement, dated as of August 20, 2002 (the "Restructuring Agreement"), pursuant to which the parties will, among other things, restructure and recapitalize the Company; and WHEREAS, the parties wish to grant certain rights to AOLTW and AT&T in respect of the Company. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided, that, for purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other equity securities, by contract or otherwise. "Agreement" means this Agreement, as the same may be amended, supplemented or modified in accordance with

PARENT AGREEMENT PARENT AGREEMENT, dated as of [ ], 200[ ], among AOL Time Warner Inc., a Delaware corporation ("AOLTW"), AT&T(1) Corp., a New York corporation, and Time Warner Cable Inc., a Delaware corporation (the "Company"). WHEREAS, AOLTW, AT&T, the Company, and the other parties named therein have entered into a Restructuring Agreement, dated as of August 20, 2002 (the "Restructuring Agreement"), pursuant to which the parties will, among other things, restructure and recapitalize the Company; and WHEREAS, the parties wish to grant certain rights to AOLTW and AT&T in respect of the Company. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided, that, for purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other equity securities, by contract or otherwise. "Agreement" means this Agreement, as the same may be amended, supplemented or modified in accordance with the terms hereof. "AOLTW" has the meaning set forth in the preamble to this Agreement. "AT&T" means AT&T Corp., a New York corporation; provided that, except as otherwise specifically provided herein, following consummation of the AT&T - Comcast Merger, all references to "AT&T" shall mean AT&T Comcast and shall no longer mean AT&T Corp. "AT&T Comcast" means AT&T Comcast Corporation, a Pennsylvania corporation. (1) In the event that the AT&T - Comcast Merger is completed prior to the execution hereof, AT&T Comcast shall replace AT&T as a signatory to this Agreement. 2 "AT&T - Comcast Merger" has the meaning set forth in the Restructuring Agreement. "Attribution Entity" means (i) any Managed Entity other than a Managed 50% Entity or (ii) any other Person (other than a Subsidiary of the Company or a Managed Entity) of which the Company owns, directly or indirectly, at least 20% of the outstanding equity. "Board of Directors" means the Board of Directors of the Company. "Business Combination" means a merger, consolidation, share exchange, business combination, reorganization, recapitalization or similar corporate transaction. Notwithstanding the foregoing, a Business Combination shall include any transaction effected pursuant to Section 253 of the General Corporation Law of the State of Delaware. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close.

2 "AT&T - Comcast Merger" has the meaning set forth in the Restructuring Agreement. "Attribution Entity" means (i) any Managed Entity other than a Managed 50% Entity or (ii) any other Person (other than a Subsidiary of the Company or a Managed Entity) of which the Company owns, directly or indirectly, at least 20% of the outstanding equity. "Board of Directors" means the Board of Directors of the Company. "Business Combination" means a merger, consolidation, share exchange, business combination, reorganization, recapitalization or similar corporate transaction. Notwithstanding the foregoing, a Business Combination shall include any transaction effected pursuant to Section 253 of the General Corporation Law of the State of Delaware. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close. "Charter Documents" means the Restated Certificate of Incorporation and the By-laws of the Company as in effect from time to time. "Class A Common Stock" means the Class A Common Stock, par value $0.01 per share, of the Company. "Class B Common Stock" means the Class B Common Stock, par value $0.01 per share, of the Company. "Common Stock" means the Class A Common Stock and Class B Common Stock of the Company. "Company" has the meaning set forth in the preamble to this Agreement. "EBITDA" means, at any time of measurement, with respect to any Person, for the twelve months ending on the last day of the most recent fiscal quarter for which such information is available, operating income plus depreciation and amortization of such Person, in each case determined in accordance with GAAP as applied as of the date hereof and consistent with the presentation and manner of calculation in the consolidated statement of operations contained in the consolidated financial statements included in the Form 10-Q filed by TWE for the period ended June 30, 2002. "EBITDAR" means, EBITDA plus Rental Expense. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

3 "GAAP" means generally accepted accounting principles in the United States in effect from time to time. "Governmental Authority" means any supranational, national, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency, instrumentality, or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, whether domestic or foreign. "Incurrence" has the meaning set forth in Section 2 of this Agreement. "Indebtedness" means, with respect to any Person, (a) any obligation of such Person (i) for borrowed money, (ii) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets, including securities, (iii) for the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business or (iv) under any lease or similar arrangement that would be required to be accounted for by the lessee as a capital lease in accordance with GAAP; (b) any guarantee (or keepwell agreement) by such Person of any indebtedness

3 "GAAP" means generally accepted accounting principles in the United States in effect from time to time. "Governmental Authority" means any supranational, national, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency, instrumentality, or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, whether domestic or foreign. "Incurrence" has the meaning set forth in Section 2 of this Agreement. "Indebtedness" means, with respect to any Person, (a) any obligation of such Person (i) for borrowed money, (ii) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets, including securities, (iii) for the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business or (iv) under any lease or similar arrangement that would be required to be accounted for by the lessee as a capital lease in accordance with GAAP; (b) any guarantee (or keepwell agreement) by such Person of any indebtedness of others described in the preceding clause (a); (c) any obligation to reimburse any bank or other Person for amounts paid under a letter of credit or similar instrument (other than those issued in respect of the performance obligations in the ordinary course); and (d) any preferred stock or similar security or equity interest having a preference over the common equity of such Person in a liquidation, dissolution, or winding-up of such Person; provided, however, that any such preferred stock or similar security or equity interest held by AOLTW or its Subsidiaries shall not be deemed Indebtedness of the Company, any Subsidiary or any Managed Entity for so long as it is held by any such Person. "Independent Director" has the meaning set forth in Section 303.01 or any successor provision of the Listed Company Manual of the New York Stock Exchange, as such rules may be amended from time to time. "Initial Offering Date" means the date upon which shares of the Common Stock shall have been sold in an initial public offering (whether a primary or secondary offering) of the Company pursuant to an effective registration statement filed by the Company. "Managed Entity" means any Person in which the Company or any of its Subsidiaries owns any equity and the cable operations of which are managed by the Company or any of its Subsidiaries pursuant to a management or similar agreement or arrangement. Each of the Persons included in the Selected Business shall be deemed not to be a Managed Entity. "Managed 50% Entity" means any Managed Entity in which the Company or any of its Subsidiaries owns 50% or more of the outstanding equity. Without limitation of the foregoing, Texas Cable Partners, L.P. and Kansas City Cable Partners, L.P. shall be deemed to be Managed 50% Entities.

4 "Operating Lease Obligations" means, with respect to any Person, an amount equal to six (6) times such Person's Rental Expense. "Permitted AT&T Disposition" has the meaning set forth in the Restructuring Agreement. "Person" means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity or any "group" (as defined under Rule 13d of the Exchange Act). "Rental Expense" means, with respect to any Person, the aggregate amount of rent payable under all leases, the obligation with respect to which is not included under the definition of Indebtedness, of such Person for the twelve (12) months ending on the last day of the calendar month immediately prior to the date of determination. "Restructuring Agreement" has the meaning set forth in the recitals to this Agreement.

4 "Operating Lease Obligations" means, with respect to any Person, an amount equal to six (6) times such Person's Rental Expense. "Permitted AT&T Disposition" has the meaning set forth in the Restructuring Agreement. "Person" means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity or any "group" (as defined under Rule 13d of the Exchange Act). "Rental Expense" means, with respect to any Person, the aggregate amount of rent payable under all leases, the obligation with respect to which is not included under the definition of Indebtedness, of such Person for the twelve (12) months ending on the last day of the calendar month immediately prior to the date of determination. "Restructuring Agreement" has the meaning set forth in the recitals to this Agreement. "Selected Business" has the meaning set forth in the Restructuring Agreement. "Specified Period" has the meaning set forth in Section 4.3 of this Agreement. "Subsidiary" means, with respect to any Person, any other Person of which securities or other ownership interests having voting power to elect a majority of the board of directors or other body performing similar functions are at any time owned by such Person. "TWE" means Time Warner Entertainment Company, L.P., a Delaware limited partnership. "TWE Indenture" means that certain Indenture, dated as of April 30, 1992, by and among Time Warner Inc., a Delaware Corporation, TWE and The Bank of New York, a New York banking corporation, as trustee, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

5 2. Actions Requiring Consent of AOLTW. In addition to any approval required under applicable law or the Charter Documents, the Company will not (and will cause its Subsidiaries and Managed Entities not to) take, approve or otherwise ratify any of the following actions (whether or not such actions have been otherwise approved by the Board of Directors or any committee thereof) without the prior written approval of AOLTW: (a) create, incur, assume (including, without limitation, by acquiring any entity that has outstanding Indebtedness or Rental Expense), enter into or guarantee (each such action, an "Incurrence") any Indebtedness or Rental Expense if the Company's ratio of Indebtedness plus Operating Lease Obligations to EBITDAR then exceeds, or would exceed as a result of such Incurrence, 3:1. For purposes of determining the Company's Indebtedness, Operating Lease Obligations and EBITDAR, there shall be deemed to be included the following: (A) 100% of the Indebtedness, Operating Lease Obligations and EBITDAR of all Subsidiaries of the Company and all Managed 50% Entities and (B) a percentage of Indebtedness, Operating Lease Obligations and EBITDAR of each Attribution Entity equal to the percentage of the equity of such Attribution Entity owned, directly or indirectly, by the Company; provided that (i) in calculating the Company's Indebtedness, no portion of Indebtedness of any Person shall be included in the calculation to the extent the Indebtedness has already been included (whether by guarantee or otherwise) as Indebtedness of the Company in such calculation, (ii) none of the Indebtedness, Operating Lease Obligations, or EBITDAR attributable to the Selected Business shall be included in the Indebtedness, Operating Lease Obligations or EBITDAR of the Company, (iii) this Section 2(a) shall not prohibit or restrict the Incurrence of the Company Indebtedness on the Closing (each, as defined in the Restructuring Agreement) and (iv) no Indebtedness owed by the Company or any of its Subsidiaries or any Managed Entity shall be included if it is owed to AOLTW or any of its Subsidiaries (except to the extent such Subsidiary to which such Indebtedness is owed is not directly or indirectly wholly-owned by AOLTW) or the Company or any of its Subsidiaries or Managed Entities (except to the extent such Subsidiary or Managed Entity to which such Indebtedness is owed is not directly or indirectly wholly-owned by the Company or TWE).

5 2. Actions Requiring Consent of AOLTW. In addition to any approval required under applicable law or the Charter Documents, the Company will not (and will cause its Subsidiaries and Managed Entities not to) take, approve or otherwise ratify any of the following actions (whether or not such actions have been otherwise approved by the Board of Directors or any committee thereof) without the prior written approval of AOLTW: (a) create, incur, assume (including, without limitation, by acquiring any entity that has outstanding Indebtedness or Rental Expense), enter into or guarantee (each such action, an "Incurrence") any Indebtedness or Rental Expense if the Company's ratio of Indebtedness plus Operating Lease Obligations to EBITDAR then exceeds, or would exceed as a result of such Incurrence, 3:1. For purposes of determining the Company's Indebtedness, Operating Lease Obligations and EBITDAR, there shall be deemed to be included the following: (A) 100% of the Indebtedness, Operating Lease Obligations and EBITDAR of all Subsidiaries of the Company and all Managed 50% Entities and (B) a percentage of Indebtedness, Operating Lease Obligations and EBITDAR of each Attribution Entity equal to the percentage of the equity of such Attribution Entity owned, directly or indirectly, by the Company; provided that (i) in calculating the Company's Indebtedness, no portion of Indebtedness of any Person shall be included in the calculation to the extent the Indebtedness has already been included (whether by guarantee or otherwise) as Indebtedness of the Company in such calculation, (ii) none of the Indebtedness, Operating Lease Obligations, or EBITDAR attributable to the Selected Business shall be included in the Indebtedness, Operating Lease Obligations or EBITDAR of the Company, (iii) this Section 2(a) shall not prohibit or restrict the Incurrence of the Company Indebtedness on the Closing (each, as defined in the Restructuring Agreement) and (iv) no Indebtedness owed by the Company or any of its Subsidiaries or any Managed Entity shall be included if it is owed to AOLTW or any of its Subsidiaries (except to the extent such Subsidiary to which such Indebtedness is owed is not directly or indirectly wholly-owned by AOLTW) or the Company or any of its Subsidiaries or Managed Entities (except to the extent such Subsidiary or Managed Entity to which such Indebtedness is owed is not directly or indirectly wholly-owned by the Company or TWE). (b) enter into any agreement or arrangement that (i) binds or purports to bind AOLTW or any of its Affiliates (other than the Company and its Subsidiaries) in any manner, or (ii) would impose significant penalties or restrictions on the Company or its Subsidiaries as a result of any action or omission of AOLTW or its Affiliates (other than the Company or its Subsidiaries). (c) adopt a shareholder rights plan, cause the Company to be subject to Section 203 of the General Corporation Law of the State of Delaware, amend its certificate of incorporation to impose a "fair price provision", or take any similar action.

6 3. Certain Rights of AT&T. 3.1 Independent Directors. Prior to the Initial Offering Date, at least fifty percent (50%) of the Independent Directors serving on the Board of Directors shall, at the time of their nomination to the Board of Directors, be reasonably satisfactory to AT&T; provided that if AT&T does not object in writing to the nomination of any such Independent Directors within five (5) days following receipt of written notice thereof then such Independent Directors shall be deemed to be reasonably satisfactory to AT&T. To the extent possible, such directors shall be Class A Directors (as defined in the Restated Certificate of Incorporation of the Company). 3.2 Financial Statements and Other Information. Until the Initial Offering Date, the Company shall deliver to AT&T: (a) as soon as available, but not later than ninety (90) days after the end of each fiscal year of the Company, a copy of the audited consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and the related statements of operations and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, all in reasonable detail and accompanied by a management summary and analysis of the operations of the Company for such fiscal year and by the opinion of a nationally recognized independent certified public accounting firm which report shall state without qualification that such financial statements present fairly the consolidated financial condition as of such date and consolidated results of operations and cash flows for the periods indicated in conformity with GAAP applied on a consistent basis; and

6 3. Certain Rights of AT&T. 3.1 Independent Directors. Prior to the Initial Offering Date, at least fifty percent (50%) of the Independent Directors serving on the Board of Directors shall, at the time of their nomination to the Board of Directors, be reasonably satisfactory to AT&T; provided that if AT&T does not object in writing to the nomination of any such Independent Directors within five (5) days following receipt of written notice thereof then such Independent Directors shall be deemed to be reasonably satisfactory to AT&T. To the extent possible, such directors shall be Class A Directors (as defined in the Restated Certificate of Incorporation of the Company). 3.2 Financial Statements and Other Information. Until the Initial Offering Date, the Company shall deliver to AT&T: (a) as soon as available, but not later than ninety (90) days after the end of each fiscal year of the Company, a copy of the audited consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and the related statements of operations and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, all in reasonable detail and accompanied by a management summary and analysis of the operations of the Company for such fiscal year and by the opinion of a nationally recognized independent certified public accounting firm which report shall state without qualification that such financial statements present fairly the consolidated financial condition as of such date and consolidated results of operations and cash flows for the periods indicated in conformity with GAAP applied on a consistent basis; and (b) commencing with the first fiscal period ending following the date hereof, as soon as available, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, the unaudited consolidated balance sheet of the Company and its Subsidiaries, and the related statements of operations and cash flows for such quarter and for the period commencing on the first day of the fiscal year and ending on the last day of such quarter, all certified by an appropriate officer of the Company as presenting fairly the consolidated financial condition as of such date and results of operations and cash flows for the periods indicated in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments and the absence of footnotes required by GAAP. 4. AOLTW Covenants. AOLTW hereby agrees as follows: 4.1 Tender Offers and Exchange Offers. For a period of three (3) years following the Initial Offering Date, AOLTW shall not (and shall cause its controlled Affiliates not to) make any tender offer or exchange offer for any shares of Class A Common Stock (or announce any intention to do so) without the approval of a majority of the Independent Directors then serving on the Board of Directors. 4.2 Mergers. For a period of ten (10) years following the Initial Offering Date, AOLTW shall not (and shall cause its controlled Affiliates not to)

7 enter into or effect a Business Combination with the Company without the approval of a majority of the Independent Directors then serving on the Board of Directors. 4.3 TWE Public Debt. In the event that AOLTW or its Subsidiaries (other than the Company and its Subsidiaries) wishes to purchase any debt securities issued by TWE under the TWE Indenture, AOLTW shall first give written notice to the Company of the approximate amount of debt securities it intends to purchase and the general time period within which it intends to purchase such debt securities, which time period shall not be greater than ninety (90) days (the "Specified Period"). The Company shall have five (5) Business Days following receipt of such notice to indicate its good faith intention to purchase such amount of debt securities within the Specified Period. If the Company so indicates, AOLTW shall not, and shall cause its Subsidiaries (other than the Company and its Subsidiaries) not to, purchase any such debt securities within the Specified Time Period and shall thereafter comply with the provisions of this Section 4.3 prior to any subsequent purchase of any debt securities issued under the TWE Indenture. If the Company does not indicate its good faith intention to purchase such debt securities, AOLTW shall be entitled to proceed with its purchase of debt securities for the duration of

7 enter into or effect a Business Combination with the Company without the approval of a majority of the Independent Directors then serving on the Board of Directors. 4.3 TWE Public Debt. In the event that AOLTW or its Subsidiaries (other than the Company and its Subsidiaries) wishes to purchase any debt securities issued by TWE under the TWE Indenture, AOLTW shall first give written notice to the Company of the approximate amount of debt securities it intends to purchase and the general time period within which it intends to purchase such debt securities, which time period shall not be greater than ninety (90) days (the "Specified Period"). The Company shall have five (5) Business Days following receipt of such notice to indicate its good faith intention to purchase such amount of debt securities within the Specified Period. If the Company so indicates, AOLTW shall not, and shall cause its Subsidiaries (other than the Company and its Subsidiaries) not to, purchase any such debt securities within the Specified Time Period and shall thereafter comply with the provisions of this Section 4.3 prior to any subsequent purchase of any debt securities issued under the TWE Indenture. If the Company does not indicate its good faith intention to purchase such debt securities, AOLTW shall be entitled to proceed with its purchase of debt securities for the duration of the Specified Time Period. 4.4 Closing Date Balance Sheet. On or prior to the date that is 120 days following the Closing Date (as defined in the Restructuring Agreement), AOLTW shall cause the Company to prepare and deliver to AT&T a consolidated balance sheet for the Company as of the Closing Date (after giving effect to all transactions consummated at the Closing (as defined in the Restructuring Agreement). 5. Miscellaneous. 5.1 Notices. All notices, demands or other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, telecopier, courier service or personal delivery: (a) if to the Company: Time Warner Cable Inc. 75 Rockefeller Plaza New York, New York 10019-6908 Telecopy: (212) 258-3172 Attention: Executive Vice President and General Counsel

8 With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 (b) if to AOLTW: AOL Time Warner Inc. 75 Rockefeller Center Plaza New York, NY 10019 Telecopy: (212) 258-3172 Attention: Executive Vice President and General Counsel With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 (c) if to AT&T prior to closing of the AT&T-Comcast Merger, to: AT&T Corp.

8 With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 (b) if to AOLTW: AOL Time Warner Inc. 75 Rockefeller Center Plaza New York, NY 10019 Telecopy: (212) 258-3172 Attention: Executive Vice President and General Counsel With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 (c) if to AT&T prior to closing of the AT&T-Comcast Merger, to: AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Attention: Corporate Secretary Fax: (908) 953-8360 With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Trevor S. Norwitz Fax: (212) 403-2000

9 (d) if to AT&T Comcast after closing of the AT&T-Comcast Merger, to: AT&T Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Dennis S. Hersch William L. Taylor Fax: (212) 450-4800 or such other address or facsimile number as such party hereto may hereafter specify for such purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. 5.2 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that, [except as provided in Section

9 (d) if to AT&T Comcast after closing of the AT&T-Comcast Merger, to: AT&T Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Dennis S. Hersch William L. Taylor Fax: (212) 450-4800 or such other address or facsimile number as such party hereto may hereafter specify for such purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. 5.2 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that, [except as provided in Section 5.13,](2) no party hereto may assign, delegate or transfer any of its rights or obligations hereunder without the consent of the other parties hereto; and provided, further, that the rights granted to AT&T pursuant to Section 3 of this Agreement are personal to it and may not be transferred or assigned except to a Disposition Trust in connection with a Permitted AT&T Disposition (as defined in the Restructuring Agreement) or from such a Disposition Trust to an Affiliate of AT&T. 5.3 Amendment and Waiver. (a) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any party from the terms of any provision of this Agreement, shall be effective only if it is made or given in writing and signed by (i) the Company (upon a vote of a majority of the Independent Directors then serving on the Board of Directors) , (ii) AOLTW and, (iii) with respect to any amendment, supplement or modification of or of any defined term used in Section 3, Section 4 or this Section 5 of (2) To be deleted if Section 5.13 is deleted upon execution of this Agreement. 10 this Agreement, AT&T. Any such amendment, supplement, modification, waiver or consent shall be binding upon the Company, AOLTW and AT&T. (b) No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies provided for herein are cumulative and are not exclusive of any rights and remedies that may be available to the parties hereto at law, in equity or otherwise. 5.4 Counterparts; Effectiveness. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. 5.5 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of New York or any New York state court, in addition to any other remedy to which they are entitled at Law or in equity.

10 this Agreement, AT&T. Any such amendment, supplement, modification, waiver or consent shall be binding upon the Company, AOLTW and AT&T. (b) No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies provided for herein are cumulative and are not exclusive of any rights and remedies that may be available to the parties hereto at law, in equity or otherwise. 5.4 Counterparts; Effectiveness. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. 5.5 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of New York or any New York state court, in addition to any other remedy to which they are entitled at Law or in equity. 5.6 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 5.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of the State of New York. 5.8 Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of New York or any New York state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on either party hereto anywhere in the world, whether within or without the jurisdiction of any such court. 5.9 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11 5.10 Severability. If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible. 5.11 Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. 5.12 Entire Agreement; No Third Party Beneficiaries.

11 5.10 Severability. If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible. 5.11 Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. 5.12 Entire Agreement; No Third Party Beneficiaries. (a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to such subject matter. (b) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 5.13 [Effect of AT&T - Comcast Merger.(3) Upon consummation of the AT&T - Comcast Merger, the parties hereto acknowledge and agree that all of AT&T Corp.'s rights and obligations hereunder will automatically and without further action of any of the parties hereto be assigned to and assumed by AT&T Comcast. Upon execution of this Agreement by AT&T Comcast, AT&T Comcast will replace AT&T Corp. as a party hereto, and AT&T Corp. shall automatically be released from any and all of its obligations under this Agreement and each of the parties hereto shall execute and deliver such instruments as AT&T Corp. shall reasonably request to evidence such release. 5.14 Termination. Section 2(a) of this Agreement shall terminate at such time as the Indebtedness of the Company is no longer attributable to AOLTW (such determination to be made in AOLTW's reasonable judgment). Sections (3) In the event that the AT&T - Comcast Merger is consummated prior to the execution of this Agreement, this Section 5.13 shall be deleted and the Section numbers in the remainder of the document shall be appropriately adjusted. 12 2(b), 2(c), 4.1, 4.2 and 4.3 of this Agreement shall terminate at such time as the Company is no longer a Subsidiary of AOLTW. 5.15 Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. [Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Parent Agreement on the date first written above. TIME WARNER CABLE INC.

12 2(b), 2(c), 4.1, 4.2 and 4.3 of this Agreement shall terminate at such time as the Company is no longer a Subsidiary of AOLTW. 5.15 Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. [Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Parent Agreement on the date first written above. TIME WARNER CABLE INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: AT&T CORP. By: Name:

Title:

EXHIBIT 10.9

FORM OF PARTNERSHIP INTEREST SALE AGREEMENT among TIME WARNER CABLE INC., AOL TIME WARNER INC.,

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Parent Agreement on the date first written above. TIME WARNER CABLE INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: AT&T CORP. By: Name:

Title:

EXHIBIT 10.9

FORM OF PARTNERSHIP INTEREST SALE AGREEMENT among TIME WARNER CABLE INC., AOL TIME WARNER INC., AT&T CORP. and MEDIAONE OF COLORADO, INC. Dated: [__________], 200[ ]

TABLE OF CONTENTS

EXHIBIT 10.9

FORM OF PARTNERSHIP INTEREST SALE AGREEMENT among TIME WARNER CABLE INC., AOL TIME WARNER INC., AT&T CORP. and MEDIAONE OF COLORADO, INC. Dated: [__________], 200[ ]

TABLE OF CONTENTS
Pa --

1. 2. 3. 4. 5. 6.

Definitions..................................................................................... MediaOne Disposition Rights..................................................................... Appraisal Right................................................................................. Sale Right...................................................................................... Provisions Relating to Common Stock............................................................1 Miscellaneous..................................................................................1

i

PARTNERSHIP INTEREST SALE AGREEMENT PARTNERSHIP INTEREST SALE AGREEMENT (this "Agreement"), dated [__________], 200[ ], among Time Warner Cable Inc., a Delaware corporation, f/k/a MediaOne TWE Holdings, Inc. (the "Company"), AOL Time Warner Inc., a Delaware corporation ("AOLTW"), MediaOne of Colorado, Inc., a Colorado corporation(1)("MediaOne"), and, solely for the purposes of Section 6(c) hereof, AT&T Corp., a New York corporation(2). WHEREAS, effective as of and in consideration of the closing of the transactions contemplated by the Restructuring Agreement, dated as of August 20, 2002 (the "Restructuring Agreement"), by and among the Company, AOLTW, MediaOne and the other parties thereto, the parties wish to provide for certain rights with respect to the Disposition (as defined below) of the partnership interest (the "Partnership Interest") held by MediaOne or any other MediaOne Partner (as defined below) in Time Warner Entertainment Company, L.P. ("TWE");

TABLE OF CONTENTS
Pa --

1. 2. 3. 4. 5. 6.

Definitions..................................................................................... MediaOne Disposition Rights..................................................................... Appraisal Right................................................................................. Sale Right...................................................................................... Provisions Relating to Common Stock............................................................1 Miscellaneous..................................................................................1

i

PARTNERSHIP INTEREST SALE AGREEMENT PARTNERSHIP INTEREST SALE AGREEMENT (this "Agreement"), dated [__________], 200[ ], among Time Warner Cable Inc., a Delaware corporation, f/k/a MediaOne TWE Holdings, Inc. (the "Company"), AOL Time Warner Inc., a Delaware corporation ("AOLTW"), MediaOne of Colorado, Inc., a Colorado corporation(1)("MediaOne"), and, solely for the purposes of Section 6(c) hereof, AT&T Corp., a New York corporation(2). WHEREAS, effective as of and in consideration of the closing of the transactions contemplated by the Restructuring Agreement, dated as of August 20, 2002 (the "Restructuring Agreement"), by and among the Company, AOLTW, MediaOne and the other parties thereto, the parties wish to provide for certain rights with respect to the Disposition (as defined below) of the partnership interest (the "Partnership Interest") held by MediaOne or any other MediaOne Partner (as defined below) in Time Warner Entertainment Company, L.P. ("TWE"); WHEREAS, pursuant to the Amended and Restated Agreement of Limited Partnership of TWE, dated the date hereof (as amended from time to time, the "Partnership Agreement"), a MediaOne Partner may Dispose of all or any portion of its Partnership Interest only to a Permitted Entity or, from and after the Transfer Date, in a Permitted Transfer; and WHEREAS, a Disposition in accordance with this Agreement constitutes a Permitted Transfer under the Partnership Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "AAA" has the meaning set forth in Section 3(d)(ii). "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided, that, for purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with (1) If MediaOne of Colorado has transferred its interest to a Disposition Trust, then the Disposition Trust shall be a party to this Agreement in lieu of MediaOne of Colorado.

PARTNERSHIP INTEREST SALE AGREEMENT PARTNERSHIP INTEREST SALE AGREEMENT (this "Agreement"), dated [__________], 200[ ], among Time Warner Cable Inc., a Delaware corporation, f/k/a MediaOne TWE Holdings, Inc. (the "Company"), AOL Time Warner Inc., a Delaware corporation ("AOLTW"), MediaOne of Colorado, Inc., a Colorado corporation(1)("MediaOne"), and, solely for the purposes of Section 6(c) hereof, AT&T Corp., a New York corporation(2). WHEREAS, effective as of and in consideration of the closing of the transactions contemplated by the Restructuring Agreement, dated as of August 20, 2002 (the "Restructuring Agreement"), by and among the Company, AOLTW, MediaOne and the other parties thereto, the parties wish to provide for certain rights with respect to the Disposition (as defined below) of the partnership interest (the "Partnership Interest") held by MediaOne or any other MediaOne Partner (as defined below) in Time Warner Entertainment Company, L.P. ("TWE"); WHEREAS, pursuant to the Amended and Restated Agreement of Limited Partnership of TWE, dated the date hereof (as amended from time to time, the "Partnership Agreement"), a MediaOne Partner may Dispose of all or any portion of its Partnership Interest only to a Permitted Entity or, from and after the Transfer Date, in a Permitted Transfer; and WHEREAS, a Disposition in accordance with this Agreement constitutes a Permitted Transfer under the Partnership Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "AAA" has the meaning set forth in Section 3(d)(ii). "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided, that, for purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with (1) If MediaOne of Colorado has transferred its interest to a Disposition Trust, then the Disposition Trust shall be a party to this Agreement in lieu of MediaOne of Colorado. (2) In the event that the AT&T-Comcast Merger is completed prior to the execution hereof, AT&T-Comcast shall replace AT&T as a signatory to this Agreement.

2 respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other equity securities, by contract or otherwise. "Agreement" means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. "AOLTW" has the meaning set forth in the preamble. "AOLTW Common Stock" means the common stock, par value $0.01 per share, of AOLTW, or any class of common stock of AOLTW into which such common stock is recapitalized.

2 respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other equity securities, by contract or otherwise. "Agreement" means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. "AOLTW" has the meaning set forth in the preamble. "AOLTW Common Stock" means the common stock, par value $0.01 per share, of AOLTW, or any class of common stock of AOLTW into which such common stock is recapitalized. "AOLTW Exercise Notice" has the meaning set forth in Section 3(b). "AOLTW Matching Notice" has the meaning set forth in Section 4(d). "AOLTW Matching Period" has the meaning set forth in Section 4(d). "AOLTW Matching Price" has the meaning set forth in Section 4(d). "AOLTW Matching Right" has the meaning set forth in Section 4(d). "AOLTW Option" has the meaning set forth in Section 3(b). "AOLTW Option Period" has the meaning set forth in Section 3(b). "AOLTW Purchase Price" has the meaning set forth in Section 3(b). "Appraisal Notice" has the meaning set forth in Section 3(a). "Appraisal Right" has the meaning set forth in Section 3(a). "AT&T" means AT&T Corp., a New York corporation; provided that, except as otherwise specifically provided herein, following consummation of the AT&T-Comcast Merger, all references to "AT&T" shall mean AT&T Comcast and shall no longer mean AT&T Corp. "AT&T Comcast" means AT&T Comcast Corporation, a Pennsylvania corporation. "AT&T-Comcast Merger" has the meaning set forth in the Restructuring Agreement. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

3 "Comcast" means Comcast corporation, a Pennsylvania corporation. "Company" has the meaning set forth in the preamble to this Agreement. "Company Matching Notice" has the meaning set forth in Section 4(e). "Company Matching Period" has the meaning set forth in Section 4(e). "Company Matching Price" has the meaning set forth in Section 4(e).

3 "Comcast" means Comcast corporation, a Pennsylvania corporation. "Company" has the meaning set forth in the preamble to this Agreement. "Company Matching Notice" has the meaning set forth in Section 4(e). "Company Matching Period" has the meaning set forth in Section 4(e). "Company Matching Price" has the meaning set forth in Section 4(e). "Company Matching Right" has the meaning set forth in Section 4(e). "Company Purchase Price" has the meaning set forth in Section 3(c). "Disposition" means any direct or indirect sale, assignment, alienation, gift, exchange, conveyance, transfer, pledge, hypothecation or other disposition, monetization or encumbrance whatsoever, whether voluntary or involuntary, direct or indirect, including through a Subsidiary or by means of an equity offering by any such Subsidiary. The term "Dispose" shall mean to make a Disposition. "Disposition Trust" has the meaning set forth in the Restructuring Agreement. "Investment Banking Firm" means an investment banking firm of national reputation. "MediaOne" has the meaning set forth in the preamble. "MediaOne Partner" has the meaning set forth in the Partnership Agreement. "NASDAQ" means the National Association of Securities Dealers Automated Quotation System. "NYSE" means the New York Stock Exchange. "Offered Interest" has the meaning set forth in Section 3(a). "Offered Interest FMV" has the meaning set forth in Section 3(d). "Partnership Agreement" has the meaning set forth in the recitals. "Partnership Interest" has the meaning set forth in the recitals. "Permitted Transferee" has the meaning set forth in the Partnership Agreement.

4 "Person" means an individual, corporation, partnership, limited liability company, association, trust, joint venture or other entity or organization, including a government entity or any department, agency or political subdivision thereof. "Prohibited Activity" means, with respect to any closing of a Disposition of an Offered Interest pursuant to Section 3 or 4 hereof with respect to which AOLTW and/or the Company has delivered a Stock Election Notice pursuant to Section 5(a): (a) any purchase or sale, in open market transactions, private transactions, or otherwise, during the period beginning on (and including) the day that is seventeen (17) Trading Days prior to the closing of such Disposition and ending on (and including) on the day that is two (2) Trading Days prior to such closing (such period, the "Valuation Period"), of (i) any shares of AOLTW Common Stock or Time Warner Cable Common Equity, as applicable (i.e., if the applicable shares are to be delivered in full or partial satisfaction of the purchase

4 "Person" means an individual, corporation, partnership, limited liability company, association, trust, joint venture or other entity or organization, including a government entity or any department, agency or political subdivision thereof. "Prohibited Activity" means, with respect to any closing of a Disposition of an Offered Interest pursuant to Section 3 or 4 hereof with respect to which AOLTW and/or the Company has delivered a Stock Election Notice pursuant to Section 5(a): (a) any purchase or sale, in open market transactions, private transactions, or otherwise, during the period beginning on (and including) the day that is seventeen (17) Trading Days prior to the closing of such Disposition and ending on (and including) on the day that is two (2) Trading Days prior to such closing (such period, the "Valuation Period"), of (i) any shares of AOLTW Common Stock or Time Warner Cable Common Equity, as applicable (i.e., if the applicable shares are to be delivered in full or partial satisfaction of the purchase price), or (ii) any securities convertible into or exchangeable for or derivative of shares of AOLTW Common Stock or Time Warner Cable Common Equity, as applicable, (other than, in each case, (A) shares issued or acquired pursuant to employee stock options granted to directors, officers or employees or (B) sales or other Dispositions of shares by directors, officers or employees) or (b) any other action taken intentionally for the purpose of manipulating the price of AOLTW Common Stock or Time Warner Cable Common Equity, as applicable, during the Valuation Period. "Prospective Purchaser" has the meaning set forth in Section 4(b). "Restructuring Agreement" has the meaning set forth in the recitals. "Sale Notice" has the meaning set forth in Section 4(b). "Sale Price" has the meaning set forth in Section 4(b). "Sale Right" has the meaning set forth in Section 4(a). "Selling Partner" has the meaning set forth in Section 2. "Stock Election Notice" has the meaning set forth in Section 5(a). "Subsidiary" means, with respect to any Person, any other Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person. "Time Warner Cable Common Stock" means the Class A Common Stock, par value $0.01 per share, of the Company, or any class of common stock into which such common stock is recapitalized. "Time Warner Cable Class B Common Stock" means the Class B Common Stock, par value $0.01 per share, of the Company, or any class of common stock into which such common stock is recapitalized.

5 "Time Warner Cable Common Equity" means Time Warner Cable Common Stock and Time Warner Cable Class B Common Stock. "Trading Day" has the meaning set forth in Section 5(c). "Trading Value" has the meaning set forth in Section 5(c). "Transfer Date" means the second anniversary of the date hereof. "TWE" has the meaning set forth in the recitals. 2. MediaOne Disposition Rights. Following the Transfer Date, if any MediaOne Partner (any such MediaOne

5 "Time Warner Cable Common Equity" means Time Warner Cable Common Stock and Time Warner Cable Class B Common Stock. "Trading Day" has the meaning set forth in Section 5(c). "Trading Value" has the meaning set forth in Section 5(c). "Transfer Date" means the second anniversary of the date hereof. "TWE" has the meaning set forth in the recitals. 2. MediaOne Disposition Rights. Following the Transfer Date, if any MediaOne Partner (any such MediaOne Partner, a "Selling Partner") wishes to Dispose of all or any portion of its Partnership Interest in accordance with this Agreement, it shall effectuate such Disposition by exercising either its Appraisal Right (as defined in Section 3 (a)) or its Sale Right (as defined in Section 4(a)); provided that (a) no Selling Partner shall be entitled to exercise any Appraisal Right or Sale Right in respect of any Offered Interest (as defined below) while it is pursuing its Sale Right or Appraisal Right, respectively, in respect of such Offered Interest or its Appraisal Right or Sale Right in respect of any other Offered Interest and (b) any Disposition must comply with Section 3.1 of the Partnership Agreement. Prior to the Transfer Date, no MediaOne Partner shall enter into an agreement to Dispose of all or any portion of its Partnership Interest. 3. Appraisal Right. (a) Following the Transfer Date, the Selling Partner shall have the right (the "Appraisal Right") to Dispose of all or any portion of its Partnership Interest (the "Offered Interest") pursuant to this Section 3 by delivery of written notice (the "Appraisal Notice") to AOLTW and the Company (it being understood that no such notice may be delivered prior to the Transfer Date). (b) For a period of fifteen (15) days after receipt of the Appraisal Notice (the "AOLTW Option Period"), AOLTW shall have the right (the "AOLTW Option") but not the obligation to elect to purchase all or any portion of the Offered Interest at a purchase price (the "AOLTW Purchase Price") equal to (x) the percentage of the Offered Interest AOLTW proposes to purchase multiplied by (y) the Offered Interest FMV (as defined in Section 3(d) below). The AOLTW Option shall be exercisable by giving written notice (the "AOLTW Exercise Notice") of the exercise thereof, prior to the expiration of the AOLTW Option Period, to the Selling Partner, with a copy to the Company, which notice shall state the portion of the Offered Interest to be purchased by AOLTW. Upon delivery of the AOLTW Exercise Notice, AOLTW shall be obligated to purchase, and the Selling Partner shall be obligated to sell, the Offered Interest specified in the AOLTW Exercise Notice for the AOLTW Purchase Price. The failure of AOLTW to respond within the AOLTW Option Period shall be deemed to be an election by AOLTW not to purchase any of the Offered Interest and shall be a waiver of the AOLTW Option, provided that AOLTW may elect not to purchase the Offered Interest and to waive its rights under this Section 3 (b) prior to the expiration of the

6 AOLTW Option Period by giving written notice to the Selling Partner, with a copy to the Company. (c) If AOLTW does not elect to purchase all of the Offered Interest, then the Company shall be obligated to purchase, and the Selling Partner shall be obligated to sell, the remaining portion of the Offered Interest for a purchase price (the "Company Purchase Price") equal to (x) the percentage of the Offered Interest not purchased by AOLTW multiplied by (y) the Offered Interest FMV. (d) The "Offered Interest FMV" shall be determined as follows: (i) Upon delivery of an Appraisal Notice, the Selling Partner shall, by written notice to the Company, designate an Investment Banking Firm to prepare a valuation of the Offered Interest. Within five (5) days of delivery of the Appraisal Notice, the Company shall, by written notice to the Selling Partner, designate a second Investment

6 AOLTW Option Period by giving written notice to the Selling Partner, with a copy to the Company. (c) If AOLTW does not elect to purchase all of the Offered Interest, then the Company shall be obligated to purchase, and the Selling Partner shall be obligated to sell, the remaining portion of the Offered Interest for a purchase price (the "Company Purchase Price") equal to (x) the percentage of the Offered Interest not purchased by AOLTW multiplied by (y) the Offered Interest FMV. (d) The "Offered Interest FMV" shall be determined as follows: (i) Upon delivery of an Appraisal Notice, the Selling Partner shall, by written notice to the Company, designate an Investment Banking Firm to prepare a valuation of the Offered Interest. Within five (5) days of delivery of the Appraisal Notice, the Company shall, by written notice to the Selling Partner, designate a second Investment Banking Firm to prepare a valuation of the Offered Interest; provided, that if the Company fails to designate an Investment Banking Firm within such 5-day period, the Investment Banking Firm selected by the Selling Partner shall determine the Offered Interest FMV, without regard to the remainder of this Section 3(d), in accordance with the guidelines set forth on Exhibit A. (ii) Within ten (10) days following the designation by the Company of the second Investment Banking Firm pursuant to Section 3(d)(i), if such second Investment Banking Firm has been so designated, the two Investment Banking Firms shall select a third Investment Banking Firm and the Selling Partner and the Company shall engage such third Investment Banking Firm on reasonable and customary terms. If the two Investment Banking Firms are unable to agree on the identity of a third Investment Banking Firm within such 10-day period, or the Selling Partner and the Company are unable to agree as to the terms of engagement for such firm within such period, then either the Selling Partner or the Company may refer the matter to the American Arbitration Association (the "AAA") which shall select such third Investment Banking Firm, and establish the terms of engagement of such firm, within fifteen (15) days following such request; provided that all parties shall be given notice of such referral and afforded the opportunity to participate in any presentations to be made to the AAA. The firm selected by the AAA shall not derive a material portion of its revenues from either the Selling Partner, the Company or any of their respective Affiliates, shall have experience in valuing companies engaged in the same business then engaged in by TWE and shall be engaged on reasonable and customary terms. (iii) No later than thirty (30) days following the delivery of the Appraisal Notice, the Investment Banking Firm selected by the Selling Partner and the Investment Banking Firm selected by the Company shall simultaneously disclose to each other their respective determinations of the fair market value of the Offered Interest, each of which shall be prepared in accordance with the guidelines set forth in Exhibit A; provided, that if either Investment Banking Firm is not prepared to disclose its valuation on such day, the valuation of the Investment Banking Firm that is so

7 prepared shall be the Offered Interest FMV. If the amount of the higher of the values determined by the two Investment Banking Firms is no more than 110% of the lower value, such values will be averaged and such average shall be the Offered Interest FMV. If the amount of the higher of the values determined by the two Investment Banking Firms is more than 110% of the lower value, then on a day no later than forty (40) days after the delivery of the Appraisal Notice, each of the two Investment Banking Firms will make a presentation to the third Investment Banking Firm, regarding the methodology and conclusions used by it in arriving at its valuation. Each party and such party's Investment Banking Firm shall be entitled to attend the presentation of the other party's Investment Banking Firm. Within five (5) days following the presentations, the third Investment Banking Firm shall determine which valuation more accurately reflects the value of the Offered Interest, and such valuation shall be the Offered Interest FMV and shall be final and binding upon the parties. (iv) Each party will pay the fees and expenses of the Investment Banking Firm it selects and 50% of the fees and expenses of the third Investment Banking Firm. If the parties are unable to agree on the fee payable to the third Investment Banking Firm, the fees shall be set by the AAA and the parties shall each be liable for 50% of such fees.

7 prepared shall be the Offered Interest FMV. If the amount of the higher of the values determined by the two Investment Banking Firms is no more than 110% of the lower value, such values will be averaged and such average shall be the Offered Interest FMV. If the amount of the higher of the values determined by the two Investment Banking Firms is more than 110% of the lower value, then on a day no later than forty (40) days after the delivery of the Appraisal Notice, each of the two Investment Banking Firms will make a presentation to the third Investment Banking Firm, regarding the methodology and conclusions used by it in arriving at its valuation. Each party and such party's Investment Banking Firm shall be entitled to attend the presentation of the other party's Investment Banking Firm. Within five (5) days following the presentations, the third Investment Banking Firm shall determine which valuation more accurately reflects the value of the Offered Interest, and such valuation shall be the Offered Interest FMV and shall be final and binding upon the parties. (iv) Each party will pay the fees and expenses of the Investment Banking Firm it selects and 50% of the fees and expenses of the third Investment Banking Firm. If the parties are unable to agree on the fee payable to the third Investment Banking Firm, the fees shall be set by the AAA and the parties shall each be liable for 50% of such fees. (e) The Company will supply, subject to the recipients entering into customary confidentiality agreements, the following information regarding TWE and the Company to the Investment Banking Firms and to the Selling Partner within fifteen (15) days of delivery of the Appraisal Notice (except that information to be provided pursuant to a request under "(4)" below shall be provided as soon as reasonably practicable after the date of such request): (1) 3 years of historical financial statements, (2) current year interim quarterly financial statements, (3) certain operating statistics (e.g. subscribers, homes passed, rebuild status) and (4) other due diligence items that any appraiser may reasonably request (but, with respect to (4), only the extent such information exists or is readily available within the relevant time period). In addition to such information, if, upon the delivery of an Appraisal Notice, the Selling Partner elects in writing to have the Company prepare projections for the Company and TWE for the then-current fiscal year and one (1) prospective year, then the Company shall have sixty (60) days to deliver such projections to the Investment Banking Firms and to the Selling Partner and the 30-day and 40-day time periods set forth in Section 3(d)(iii) shall be adjusted to 75-day and 85-day periods, respectively; provided, that unless the Selling Partner so elects to have the Company prepare projections for the Company and TWE as described in this sentence, then none of the Investment Banking Firms shall utilize projections in determining the value of the Offered Interest, other than projections that have previously been made available (by the Company, analysts or otherwise) to the general public (to the extent that such projections are relevant). The Company shall make its executive officers available for due diligence sessions, as reasonably requested. (f) The consummation of any purchase of the Offered Interest by AOLTW and/or the Company pursuant to this Section 3 shall be held at a single closing at the executive office of the Company at 11:00 a.m., local time, on a

8 Business Day within 30 days following the determination of the Offered Interest FMV pursuant to Section 3(d) (upon at least five (5) days' notice to the Selling Partner); provided, that such period shall be extended for 90 additional days, or such shorter period of time, as shall be necessary in order to obtain requisite governmental or regulatory approvals with respect to such transaction (which the parties shall use their respective commercially reasonable efforts to obtain as promptly as practicable), or as provided in Section 5(a); and provided further, that such closing may be held at such other time and place as the parties to the transaction may agree. At such closing, AOLTW and/or the Company shall, severally (with respect to itself) and not jointly, pay to the Selling Partner the AOLTW Purchase Price and/or the Company Purchase Price, as applicable, in respect of the portion of the Offered Interest to be purchased by such party in any combination of (x) cash, which shall be payable by wire transfer of immediately available funds, and (y) validly issued, fully paid and non-assessable shares AOLTW Common Stock (in the case of the AOLTW Purchase Price) or Time Warner Cable Common Stock (in the case of the Company Purchase Price) (the fair market value of which will be determined pursuant to Section 5 below) pursuant to such instruments as may be reasonably necessary to deliver the AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, and in appropriate form for transfer, free and clear of any lien or other encumbrance, and the Selling Partner shall, pursuant to such instruments as may be reasonably necessary, deliver to AOLTW and/or the Company, as applicable, the Offered

8 Business Day within 30 days following the determination of the Offered Interest FMV pursuant to Section 3(d) (upon at least five (5) days' notice to the Selling Partner); provided, that such period shall be extended for 90 additional days, or such shorter period of time, as shall be necessary in order to obtain requisite governmental or regulatory approvals with respect to such transaction (which the parties shall use their respective commercially reasonable efforts to obtain as promptly as practicable), or as provided in Section 5(a); and provided further, that such closing may be held at such other time and place as the parties to the transaction may agree. At such closing, AOLTW and/or the Company shall, severally (with respect to itself) and not jointly, pay to the Selling Partner the AOLTW Purchase Price and/or the Company Purchase Price, as applicable, in respect of the portion of the Offered Interest to be purchased by such party in any combination of (x) cash, which shall be payable by wire transfer of immediately available funds, and (y) validly issued, fully paid and non-assessable shares AOLTW Common Stock (in the case of the AOLTW Purchase Price) or Time Warner Cable Common Stock (in the case of the Company Purchase Price) (the fair market value of which will be determined pursuant to Section 5 below) pursuant to such instruments as may be reasonably necessary to deliver the AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, and in appropriate form for transfer, free and clear of any lien or other encumbrance, and the Selling Partner shall, pursuant to such instruments as may be reasonably necessary, deliver to AOLTW and/or the Company, as applicable, the Offered Interest to be sold at such closing, in appropriate form for transfer, free and clear of any lien or other encumbrance. 4. Sale Right. (a) Following the Transfer Date, the Selling Partner shall have the right (the "Sale Right") to Dispose of all or any portion of its Offered Interest to any Person pursuant to this Section 4, so long as the Selling Partner first complies with clauses (b) through (h) below. (b) The Selling Partner shall give written notice (the "Sale Notice") to AOLTW and the Company (it being understood that no such notice may be delivered prior to the Transfer Date), which Sale Notice shall state (i) the name of the Person (the "Prospective Purchaser") to whom the Selling Partner wishes to Dispose of such Offered Interest, and, if such Prospective Purchaser is a Subsidiary of another Person, the name of the Ultimate Parent (as defined in the Partnership Agreement) of such Prospective Purchaser, neither of which Persons may be an Affiliate of, or otherwise acting in concert to circumvent the provisions of this Section 4 with, the Selling Partner, (ii) the price to be paid for such Offered Interest (the "Sale Price"), which price must be payable in cash upon consummation of such Disposition, (iii) the date on which such Disposition is scheduled to occur and (iv) that the offer of the Prospective Purchaser was made after the Transfer Date and has been accepted by the Selling Partner subject to the rights of AOLTW and the Company contained in this Agreement. (c) The Sale Notice shall be accompanied by a certificate of the Prospective Purchaser (and, if such Prospective Purchaser is a

9 Subsidiary of another Person, then also a certificate of the Ultimate Parent of such Prospective Purchaser) stating that (i) its offer to purchase the Offered Interest has been approved by its board of directors (or, if such Person is not a corporation, the equivalent), (ii) the description of its offer contained in the Sale Notice is complete and accurate in accordance with the requirements of this Section 4, (iii) adequate financing arrangements have been, or are reasonably expected to be, secured in respect of its offer, (iv) its offer is reasonably capable of being consummated and that there are no significant regulatory impediments to such consummation (other than any required regulatory approval disclosed in the Sale Notice) and (v) it is aware of the rights of AOLTW and the Company contained in this Agreement and that it is not an Affiliate of, or otherwise acting in concert to circumvent the provisions of this Section 4 with, the Selling Partner. (d) For a period of fifteen (15) days after receipt of the Sale Notice and the certificate required by Section 4(c) above (the "AOLTW Matching Period"), AOLTW shall have the right (the "AOLTW Matching Right") but not the obligation to elect to purchase all or any portion of the Offered Interest at a purchase price (the "AOLTW Matching Price") equal to (x) the percentage of the Offered Interest AOLTW proposes to purchase multiplied by (y) the Sale Price. The AOLTW Matching Right shall be exercisable by giving written notice (the "AOLTW

9 Subsidiary of another Person, then also a certificate of the Ultimate Parent of such Prospective Purchaser) stating that (i) its offer to purchase the Offered Interest has been approved by its board of directors (or, if such Person is not a corporation, the equivalent), (ii) the description of its offer contained in the Sale Notice is complete and accurate in accordance with the requirements of this Section 4, (iii) adequate financing arrangements have been, or are reasonably expected to be, secured in respect of its offer, (iv) its offer is reasonably capable of being consummated and that there are no significant regulatory impediments to such consummation (other than any required regulatory approval disclosed in the Sale Notice) and (v) it is aware of the rights of AOLTW and the Company contained in this Agreement and that it is not an Affiliate of, or otherwise acting in concert to circumvent the provisions of this Section 4 with, the Selling Partner. (d) For a period of fifteen (15) days after receipt of the Sale Notice and the certificate required by Section 4(c) above (the "AOLTW Matching Period"), AOLTW shall have the right (the "AOLTW Matching Right") but not the obligation to elect to purchase all or any portion of the Offered Interest at a purchase price (the "AOLTW Matching Price") equal to (x) the percentage of the Offered Interest AOLTW proposes to purchase multiplied by (y) the Sale Price. The AOLTW Matching Right shall be exercisable by giving written notice (the "AOLTW Matching Notice") of the exercise thereof, prior to the expiration of the AOLTW Matching Period, to the Selling Partner, with a copy to the Company, which notice shall state the portion of the Offered Interest to be purchased by AOLTW. Upon delivery of the AOLTW Matching Notice, subject to Section 4(f) below, AOLTW shall be obligated to purchase, and the Selling Partner shall be obligated to sell, the Offered Interest specified in the AOLTW Matching Notice at the AOLTW Matching Price and upon the terms and conditions set forth in the Sale Notice, except that AOLTW (or any Affiliate thereof) shall be entitled to pay all or any portion of the AOLTW Matching Price in shares of AOLTW Common Stock as provided in Section 5 below. The failure of AOLTW to respond within the AOLTW Matching Period shall be deemed to be an election by AOLTW not to purchase any of the Offered Interest and shall be a waiver of the AOLTW Matching Right, provided that AOLTW may elect not to purchase the Offered Interest and to waive its rights under this Section 4(d) prior to the expiration of the AOLTW Matching Period by giving written notice to the Selling Partner, with a copy to the Company. (e) If AOLTW does not elect to purchase all of the Offered Interest, then for a period of five (5) days after the earlier to occur of (a) the expiration of the AOLTW Matching Period and (b) the receipt of the AOLTW Matching Notice (or written notice from AOLTW of its waiver of the AOLTW Matching Right) (the "Company Matching Period"), the Company shall have the right (the "Company Matching Right") but not the obligation to elect to purchase all but not less than all of the remaining Offered Interest at a purchase price (the "Company Matching Price") equal to (x) the percentage of the Offered Interest not purchased by AOLTW multiplied by (y) the Sale Price. The Company Matching Right shall be exercisable by giving written notice (the "Company Matching Notice") of the exercise thereof, prior to the expiration of the Company Matching Period, to the Selling Partner. Upon delivery of the Company Matching Notice, the Company shall be obligated to purchase, and the Selling Partner

10 shall be obligated to sell, all of such remaining Offered Interest for the Company Matching Price and upon the terms and conditions set forth in the Sale Notice, except that the Company (or any Affiliate thereof) shall be entitled to pay all or any portion of the Sale Price in shares of Time Warner Cable Common Stock as provided in Section 5 below. The failure of the Company to respond within the Company Matching Period shall be deemed to be a waiver of the Company Matching Right, provided that the Company Partner may waive its rights under this Section 4(e) prior to the expiration of the Company Matching Period by giving written notice to the Selling Partner. (f) If AOLTW and the Company (individually or in the aggregate) do not elect to purchase all of the Offered Interest pursuant to Sections 4(d) and 4(e) above, the Selling Partner shall have the right to Dispose of all but not less than all of the Offered Interest to the Prospective Purchaser upon terms and conditions that are no more favorable to the Prospective Purchaser with respect to the Offered Interest than those contained in the Sale Notice; provided, that such sale is bona fide and made within 45 days after the date of the expiration of the Company Matching Period (as such may be extended for 90 additional days, or such shorter period of time, as

10 shall be obligated to sell, all of such remaining Offered Interest for the Company Matching Price and upon the terms and conditions set forth in the Sale Notice, except that the Company (or any Affiliate thereof) shall be entitled to pay all or any portion of the Sale Price in shares of Time Warner Cable Common Stock as provided in Section 5 below. The failure of the Company to respond within the Company Matching Period shall be deemed to be a waiver of the Company Matching Right, provided that the Company Partner may waive its rights under this Section 4(e) prior to the expiration of the Company Matching Period by giving written notice to the Selling Partner. (f) If AOLTW and the Company (individually or in the aggregate) do not elect to purchase all of the Offered Interest pursuant to Sections 4(d) and 4(e) above, the Selling Partner shall have the right to Dispose of all but not less than all of the Offered Interest to the Prospective Purchaser upon terms and conditions that are no more favorable to the Prospective Purchaser with respect to the Offered Interest than those contained in the Sale Notice; provided, that such sale is bona fide and made within 45 days after the date of the expiration of the Company Matching Period (as such may be extended for 90 additional days, or such shorter period of time, as shall be necessary in order to obtain requisite governmental or regulatory approvals with respect to such transaction). Upon closing of any such Disposition, the Prospective Purchaser shall succeed to all of the rights and be subject to all of the obligations of the Selling Partner under this Agreement (including, without limitation, Sections 3 and 4 hereof) and the Partnership Agreement. (g) The consummation of any purchase of the Offered Interest by AOLTW and/or the Company pursuant to this Section 4 shall be held at a single closing at the executive office of the Company at 11:00 a.m., local time, on a Business Day within 30 days following the delivery of the Company Matching Notice (upon at least five (5) day's notice to the Selling Partner); provided, that such period shall be extended for 90 additional days, or such shorter period of time, as shall be necessary in order to obtain requisite governmental or regulatory approvals with respect to such transaction (which the parties shall use their respective commercially reasonable efforts to obtain as promptly as practicable), or as provided in Section 5(a); and provided, further, that such closing may be held at such other time and place as the parties to the transaction may agree. At such closing, AOLTW and/or the Company shall, severally (with respect to itself) and not jointly, pay to the Selling Partner the AOLTW Matching Price and/or the Company Matching Price in respect of the portion of the Offered Interest to be purchased by such party in any combination of (x) cash, which shall be payable by wire transfer of immediately available funds, and (y) validly issued, fully paid and nonassessable shares AOLTW Common Stock (in the case of the AOLTW Matching Price) or Time Warner Cable Common Stock (in the case of the Company Matching Price) (the fair market value of which will be determined pursuant to Section 5 below) pursuant to such instruments as may be reasonably necessary to deliver the AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, and in appropriate form for transfer, free and clear of any lien or other encumbrance, and the Selling Partner shall, pursuant to such instruments as may be reasonably necessary, deliver to AOLTW and/or

11 the Company, as applicable, the Offered Interest to be sold at such closing, in appropriate form for transfer, free and clear of any lien or other encumbrance. (h) If the Selling Partner does not complete the sale of all of the Offered Interest to (x) a Prospective Purchaser in accordance with the time period specified in Section 4(f) above (or affirmatively waives the right to complete such sale, in writing, prior to the expiration of such period) or (y) AOLTW and/or the Company in the time period specified in Section 4(g) above then (other than as a result of a breach by AOLTW or the Company of such party's obligations under this Section 4), in each case, the provisions of this Section 4 shall again be applicable and the Selling Partner shall again be permitted to elect to exercise either its Appraisal Right or its Sale Right with respect to any Offered Interest, as provided in Section 2; provided, that in the case of a failure to complete a sale to a Prospective Purchaser (other than as a result of a breach by AOLTW or the Company of such party's obligations under this Section 4), such selling Partner shall not be entitled to exercise its Sale Right or Appraisal Right until sixty (60) days after the expiration of the 45-day period referred to in Section 4(f) (or such longer period to which such 45-day period has been extended pursuant to Section 4(f)); provided, further, that if the Selling Partner has waived its right to complete the sale to a Prospective Purchaser

11 the Company, as applicable, the Offered Interest to be sold at such closing, in appropriate form for transfer, free and clear of any lien or other encumbrance. (h) If the Selling Partner does not complete the sale of all of the Offered Interest to (x) a Prospective Purchaser in accordance with the time period specified in Section 4(f) above (or affirmatively waives the right to complete such sale, in writing, prior to the expiration of such period) or (y) AOLTW and/or the Company in the time period specified in Section 4(g) above then (other than as a result of a breach by AOLTW or the Company of such party's obligations under this Section 4), in each case, the provisions of this Section 4 shall again be applicable and the Selling Partner shall again be permitted to elect to exercise either its Appraisal Right or its Sale Right with respect to any Offered Interest, as provided in Section 2; provided, that in the case of a failure to complete a sale to a Prospective Purchaser (other than as a result of a breach by AOLTW or the Company of such party's obligations under this Section 4), such selling Partner shall not be entitled to exercise its Sale Right or Appraisal Right until sixty (60) days after the expiration of the 45-day period referred to in Section 4(f) (or such longer period to which such 45-day period has been extended pursuant to Section 4(f)); provided, further, that if the Selling Partner has waived its right to complete the sale to a Prospective Purchaser pursuant to clause (x) above, such 60-day period shall commence on the date of such waiver. 5. Provisions Relating to Common Stock. (a) If any portion of the purchase price payable by AOLTW or the Company pursuant to Section 3 or 4 is to be paid in shares of AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, then (x) the fair market value of such shares shall be deemed to be equal to the average (rounded to the nearest 1/10,000) of the Trading Values (as defined below) of a share of AOLTW Common Stock or Time Warner Cable Stock, as applicable, for each of the fifteen (15) consecutive Trading Days ending two (2) Trading Days prior to the applicable closing date, (y) any shares of Time Warner Cable Common Stock received by the Selling Partner shall, after they are issued to such Selling Partner, be deemed to be "Registrable Securities" held by MediaOne (or its permitted transferee) under the Registration Rights Agreement, dated the date hereof, among the Company, AOLTW and MediaOne (provided that, if such Selling Partner is not then a party to such Agreement, such shares shall only be deemed to be Registrable Securities if MediaOne agrees to transfer all or a portion of its right thereunder to such Selling Partner and such Selling Partner agrees to be bound by the terms and conditions of such agreement) and (z) any shares of AOLTW Common Stock received by the Selling Partner shall, after they are issued to such Selling Partner, have registration rights substantially identical to the rights of MediaOne (or its permitted transferee) under the Registration Rights Agreement, dated the date hereof, between AOLTW and MediaOne; provided that promptly upon exercise by AOLTW of any right to use AOLTW Common Stock as a portion of the purchase price pursuant to Section 3 or 4, AOLTW will use all commercially reasonable efforts to have a "shelf" registration statement declared effective as of the date the AOLTW Common Stock is delivered pursuant hereto or as promptly thereafter as practicable. Notwithstanding

12 anything to the contrary in this Agreement, no shares of AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, may be delivered in full or partial satisfaction of any purchase price payable pursuant to Section 3 or Section 4, (A) if shares of such class are not then admitted for trading on the NYSE or for quotation on NASDAQ or (B) if AOLTW and/or the Company, as applicable, has not delivered to the Selling Partner written notice (a "Stock Election Notice") setting forth (i) such party's election (which election shall be irrevocable) to deliver such shares in full or partial satisfaction of any such purchase price (which Stock Election Notice shall specify what portion of the purchase price will be satisfied in shares) and (ii) the closing date designated for the closing of such purchase, which closing date (x) shall comply with the requirements of Section 3(f) or 4(g), as applicable and (y) shall be no fewer than twenty (20) Trading Days subsequent to the date of such Stock Election Notice; provided that if, as a result of events subsequent to the delivery of the Stock Election Notice the number of Trading Days between the date of delivery of a Stock Election Notice and the date of closing set forth in such Stock Election Notice is fewer than twenty (20), such closing date shall be extended to the extent necessary such that there are no fewer than twenty (20) Trading Days between the date of such delivery and such closing date. (b) The parties hereto shall not, and shall cause their respective Affiliates, agents and representatives not to,

12 anything to the contrary in this Agreement, no shares of AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, may be delivered in full or partial satisfaction of any purchase price payable pursuant to Section 3 or Section 4, (A) if shares of such class are not then admitted for trading on the NYSE or for quotation on NASDAQ or (B) if AOLTW and/or the Company, as applicable, has not delivered to the Selling Partner written notice (a "Stock Election Notice") setting forth (i) such party's election (which election shall be irrevocable) to deliver such shares in full or partial satisfaction of any such purchase price (which Stock Election Notice shall specify what portion of the purchase price will be satisfied in shares) and (ii) the closing date designated for the closing of such purchase, which closing date (x) shall comply with the requirements of Section 3(f) or 4(g), as applicable and (y) shall be no fewer than twenty (20) Trading Days subsequent to the date of such Stock Election Notice; provided that if, as a result of events subsequent to the delivery of the Stock Election Notice the number of Trading Days between the date of delivery of a Stock Election Notice and the date of closing set forth in such Stock Election Notice is fewer than twenty (20), such closing date shall be extended to the extent necessary such that there are no fewer than twenty (20) Trading Days between the date of such delivery and such closing date. (b) The parties hereto shall not, and shall cause their respective Affiliates, agents and representatives not to, engage in, announce an intention to engage in, or act in concert with any Person to engage in a Prohibited Activity. (c) For the purposes of this Agreement, (x) the term "Trading Value" means, with respect to any AOLTW Common Stock or Time Warner Cable Common Stock on any given Trading Day, the volume weighted trading price (rounded to the nearest 1/10,000) of such security on the NYSE or Nasdaq, as applicable, as reported by Bloomberg Financial Markets (or such other source as the Selling Partner and the Company shall agree) for that Trading Day, and (y) the term "Trading Day" means any day on which shares of AOLTW Common Stock or the Time Warner Cable Common Stock, as applicable, are traded on the NYSE or Nasdaq, as applicable. 6. Miscellaneous. (a) Notices. All notices, demands or other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, telecopier, courier service or personal delivery:
if to AOLTW or the Company, to: 75 Rockefeller Center Plaza New York, New York 10019 Attention: Executive Vice President and General Counsel Fax: (212) 258-3172

13

With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 if to AT&T or MediaOne prior to closing of the AT&T-Comcast Merger, to: AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Attention: Corporate Secretary Fax: (908) 953-8360 With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Trevor S. Norwitz

13

With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 if to AT&T or MediaOne prior to closing of the AT&T-Comcast Merger, to: AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Attention: Corporate Secretary Fax: (908) 953-8360 With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Trevor S. Norwitz Fax: (212) 403-2000 if to AT&T Comcast or MediaOne after closing of the AT&T-Comcast Merger, to: AT&T Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Dennis S. Hersch William L. Taylor

Fax: (212) 450-4800 or such other address or facsimile number as such party hereto may hereafter specify for such purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. (b) Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that [, except as provided in Section 6(k),](3) no (3) To be deleted if Section 6(k) is deleted upon execution of this Agreement. 14 party hereto may assign, delegate or transfer any of its rights or obligations hereunder without the consent of the other parties hereto; provided, further, that if any MediaOne Partner transfers all or any portion of its Partnership Interest to any other Person in accordance with the Partnership Agreement, the rights and obligations of such MediaOne Partner under this Agreement, to the extent relating to and in the proportion of the Partnership Interest transferred, shall be assigned to and assumed by such transferee. (c) Covenant of AT&T. AT&T shall cause (i) any Prospective Purchaser and any MediaOne Partner (and any direct or indirect transferee thereof) to whom all or any portion of MediaOne's Partnership Interest is transferred to deliver an agreement, in form and

14 party hereto may assign, delegate or transfer any of its rights or obligations hereunder without the consent of the other parties hereto; provided, further, that if any MediaOne Partner transfers all or any portion of its Partnership Interest to any other Person in accordance with the Partnership Agreement, the rights and obligations of such MediaOne Partner under this Agreement, to the extent relating to and in the proportion of the Partnership Interest transferred, shall be assigned to and assumed by such transferee. (c) Covenant of AT&T. AT&T shall cause (i) any Prospective Purchaser and any MediaOne Partner (and any direct or indirect transferee thereof) to whom all or any portion of MediaOne's Partnership Interest is transferred to deliver an agreement, in form and substance reasonably satisfactory to AOLTW and the Company, to the Company and AOLTW agreeing to be bound by and entitled to the benefits of the terms and conditions of this Agreement and the Partnership Agreement and (ii) for so long as such Person is an Affiliate of AT&T, MediaOne and any other MediaOne Partner (and any direct or indirect transferee thereof) to comply with all of the obligations of such MediaOne Partner hereunder. (d) Amendment and Waiver. (i) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any party from the terms of any provision of this Agreement, shall be effective only if it is made or given in writing and signed by (i) the Company, (ii) AOLTW, (iii) the MediaOne Partners holding a majority of the MediaOne Partnership Interest (as defined in the Partnership Agreement), and (iv) with respect to any amendment, supplement or modification of, or of any defined term used in, Section 6(c) of this Agreement, AT&T. Any such amendment, supplement, modification, waiver or consent shall be binding upon all of the parties hereto. (ii) No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies provided for herein are cumulative and are not exclusive of any rights and remedies that may be available to the parties hereto at law, in equity or otherwise. (e) Counterparts; Effectiveness. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE

15 LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. (h) Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of New York or any New York state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on either party hereto anywhere in the world, whether within or without the jurisdiction of any such court.

15 LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. (h) Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of New York or any New York state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on either party hereto anywhere in the world, whether within or without the jurisdiction of any such court. (i) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (j) Severability. If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible. (k) [Effect of AT&T-Comcast Merger(4). Upon consummation of the AT&T-Comcast Merger, the parties hereto acknowledge and agree that all of AT&T Corp.'s rights and obligations hereunder will automatically and without further action of any of the parties hereto be assigned to and assumed by AT&T Comcast. Upon execution of this Agreement by AT&T Comcast, AT&T Comcast will replace AT&T Corp. as a party hereto, and AT&T Corp. shall automatically be released from any and all of its obligations under this Agreement and each of the parties hereto shall execute and deliver such instruments as AT&T Corp. shall reasonably request to evidence such release. (4) In the event that the AT&T-Comcast Merger is consummated prior to the execution of this Agreement, this Section (k) shall be deleted and the Section references in the remainder of the document shall be properly adjusted. 16 (l) Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of New York or any New York state court, in addition to any other remedy to which they are entitled at law or in equity. (m) Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. (n) Entire Agreement. This Agreement (together with the Partnership Agreement) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to such subject matter. (o) Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

16 (l) Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of New York or any New York state court, in addition to any other remedy to which they are entitled at law or in equity. (m) Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. (n) Entire Agreement. This Agreement (together with the Partnership Agreement) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to such subject matter. (o) Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

17 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Partnership Interest Sale Agreement on the date first written above; provided, however, AT&T is a party to this Agreement solely for purposes of being bound by Section 6(c) hereof. TIME WARNER CABLE INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: MEDIAONE OF COLORADO, INC. By: AT&T CORP. By:

EXHIBIT A VALUATION GUIDELINES (a) Valuation of the Offered Interest will be based upon the fully distributed public market value of the common equity of TWE assuming TWE was a corporation and all such common equity was represented by a single class

17 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Partnership Interest Sale Agreement on the date first written above; provided, however, AT&T is a party to this Agreement solely for purposes of being bound by Section 6(c) hereof. TIME WARNER CABLE INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: MEDIAONE OF COLORADO, INC. By: AT&T CORP. By:

EXHIBIT A VALUATION GUIDELINES (a) Valuation of the Offered Interest will be based upon the fully distributed public market value of the common equity of TWE assuming TWE was a corporation and all such common equity was represented by a single class of common stock. Such valuation will be determined without regard to offering discounts or any discount in respect of liquidity, corporate structure (including, without limitation, the fact that TWE is a partnership and that the stake is a minority interest) or tax liability from any allocation of taxable income in respect of the Offered Interest, and will assume, notwithstanding any facts to the contrary, that TWE is not to be liquidated in the near future; provided that if TWE is in fact in the process of being liquidated or is to be liquidated in the near future, the valuation shall take into account any economic circumstances leading to such liquidation. (b) Any debt and preferred equity of TWE or any comparable company will be measured at book value for purposes of preparing the valuation. (c) The appraisers will rely on the current public trading values of a group of not more than 3 companies which are comparable to TWE (businesses engaged in the same business, with similar scale, credit quality and capital structures). (d) For purposes of determining a cable-only multiple, the value of the non-cable assets shall be determined as the amount reflected in the relevant company's publicly traded share price as a result of the ownership of such assets. (e) In calculating the value, the appraisers shall disregard any guarantees by TWE or its Subsidiaries of debt or other obligations of the Company or any of its Subsidiaries or by the Company or any of its Subsidiaries of debt

EXHIBIT A VALUATION GUIDELINES (a) Valuation of the Offered Interest will be based upon the fully distributed public market value of the common equity of TWE assuming TWE was a corporation and all such common equity was represented by a single class of common stock. Such valuation will be determined without regard to offering discounts or any discount in respect of liquidity, corporate structure (including, without limitation, the fact that TWE is a partnership and that the stake is a minority interest) or tax liability from any allocation of taxable income in respect of the Offered Interest, and will assume, notwithstanding any facts to the contrary, that TWE is not to be liquidated in the near future; provided that if TWE is in fact in the process of being liquidated or is to be liquidated in the near future, the valuation shall take into account any economic circumstances leading to such liquidation. (b) Any debt and preferred equity of TWE or any comparable company will be measured at book value for purposes of preparing the valuation. (c) The appraisers will rely on the current public trading values of a group of not more than 3 companies which are comparable to TWE (businesses engaged in the same business, with similar scale, credit quality and capital structures). (d) For purposes of determining a cable-only multiple, the value of the non-cable assets shall be determined as the amount reflected in the relevant company's publicly traded share price as a result of the ownership of such assets. (e) In calculating the value, the appraisers shall disregard any guarantees by TWE or its Subsidiaries of debt or other obligations of the Company or any of its Subsidiaries or by the Company or any of its Subsidiaries of debt or other obligations of TWE or its Subsidiaries.

EXHIBIT 10.10

FORM OF REIMBURSEMENT AGREEMENT by and among TIME WARNER CABLE INC., AOL TIME WARNER INC., WARNER COMMUNICATIONS INC., AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION and TIME WARNER ENTERTAINMENT COMPANY, L.P. Dated: [__________], 200[ ]

TABLE OF CONTENTS

EXHIBIT 10.10

FORM OF REIMBURSEMENT AGREEMENT by and among TIME WARNER CABLE INC., AOL TIME WARNER INC., WARNER COMMUNICATIONS INC., AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION and TIME WARNER ENTERTAINMENT COMPANY, L.P. Dated: [__________], 200[ ]

TABLE OF CONTENTS
Pa -1. 2. Definitions..................................................................................... Option Reimbursement for AOLTW Options.......................................................... 2.1 Company Eligible Option Holders........................................................ 2.2 TWE Eligible Option Holders. ......................................................... 2.3 Assumption of AOLTW Obligations. ..................................................... 2.4 Consistent Tax Treatment............................................................... 2.5 Post-Contribution Option Grants........................................................ 2.6 Post-IPO Option Grants................................................................. Reimbursement................................................................................... 3.1 TWE Debt Guarantor Payments............................................................ 3.2 Priority of Rights..................................................................... 3.3 Duty to TWE Debt Guarantors............................................................ 3.4 Authorization of TWE Debt Guarantor Payment............................................ 3.5 Certain Information.................................................................... 3.6 Systems Maintenance.................................................................... 3.7 Compliance with Article Ten of TWE Indenture........................................... Company Guarantee............................................................................... Employee 5.1 5.2 5.3 5.4 5.5 and Benefit Reimbursement.............................................................. Employee Services. ................................................................... Benefit Plans. ....................................................................... Method of Reimbursement. ............................................................. Other.................................................................................. General................................................................................

3.

4. 5.

6.

Miscellaneous................................................................................... 6.1 Notices................................................................................ 6.2 Successors and Assigns................................................................. 6.3 Amendment and Waiver................................................................... 6.4 Survival............................................................................... 6.5 TWE Debt Guarantor Rights and Remedies................................................. 6.6 Counterparts; Effectiveness............................................................ 6.7 Headings..............................................................................1

TABLE OF CONTENTS
Pa -1. 2. Definitions..................................................................................... Option Reimbursement for AOLTW Options.......................................................... 2.1 Company Eligible Option Holders........................................................ 2.2 TWE Eligible Option Holders. ......................................................... 2.3 Assumption of AOLTW Obligations. ..................................................... 2.4 Consistent Tax Treatment............................................................... 2.5 Post-Contribution Option Grants........................................................ 2.6 Post-IPO Option Grants................................................................. Reimbursement................................................................................... 3.1 TWE Debt Guarantor Payments............................................................ 3.2 Priority of Rights..................................................................... 3.3 Duty to TWE Debt Guarantors............................................................ 3.4 Authorization of TWE Debt Guarantor Payment............................................ 3.5 Certain Information.................................................................... 3.6 Systems Maintenance.................................................................... 3.7 Compliance with Article Ten of TWE Indenture........................................... Company Guarantee............................................................................... Employee 5.1 5.2 5.3 5.4 5.5 and Benefit Reimbursement.............................................................. Employee Services. ................................................................... Benefit Plans. ....................................................................... Method of Reimbursement. ............................................................. Other.................................................................................. General................................................................................

3.

4. 5.

6.

Miscellaneous................................................................................... 6.1 Notices................................................................................ 6.2 Successors and Assigns................................................................. 6.3 Amendment and Waiver................................................................... 6.4 Survival............................................................................... 6.5 TWE Debt Guarantor Rights and Remedies................................................. 6.6 Counterparts; Effectiveness............................................................ 6.7 Headings..............................................................................1 6.8 GOVERNING LAW.........................................................................1 6.9 Jurisdiction..........................................................................1 6.10 WAIVER OF JURY TRIAL. ...............................................................1 6.11 Severability..........................................................................1 6.12 Rules of Construction.................................................................1 6.13 Entire Agreement; Third Party Beneficiaries...........................................1 6.14 Further Assurances....................................................................1

Exhibit A

i

REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT (this "Agreement"), dated [__________], 200[ ], by and among Time Warner Cable Inc., a Delaware corporation, f/k/a MediaOne TWE Holdings, Inc. (the "Company"), AOL Time Warner Inc., a Delaware corporation ("AOLTW"), Warner Communications Inc., a Delaware corporation ("WCI"), American Television and Communications Corporation, a Delaware corporation ("ATC" and, together with WCI, the "TWE Debt Guarantors") and Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"). WHEREAS, effective as of and in connection with the closing of the transactions contemplated by the Restructuring Agreement, dated as of August [ ], 2002 (the "Restructuring Agreement"), by and among AOLTW, AT&T Corp., a New York corporation, the Company and the other parties thereto, the parties have agreed to enter into certain reimbursement arrangements as hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good

REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT (this "Agreement"), dated [__________], 200[ ], by and among Time Warner Cable Inc., a Delaware corporation, f/k/a MediaOne TWE Holdings, Inc. (the "Company"), AOL Time Warner Inc., a Delaware corporation ("AOLTW"), Warner Communications Inc., a Delaware corporation ("WCI"), American Television and Communications Corporation, a Delaware corporation ("ATC" and, together with WCI, the "TWE Debt Guarantors") and Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"). WHEREAS, effective as of and in connection with the closing of the transactions contemplated by the Restructuring Agreement, dated as of August [ ], 2002 (the "Restructuring Agreement"), by and among AOLTW, AT&T Corp., a New York corporation, the Company and the other parties thereto, the parties have agreed to enter into certain reimbursement arrangements as hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided, that, for purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other equity securities, by contract or otherwise; provided, further, that for purposes of this Agreement the Company and its Subsidiaries shall not be deemed to be Affiliates of AOLTW or any of its Affiliates. "Agreement" means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. "AOLTW" has the meaning set forth in the preamble of this Agreement. "ATC" has the meaning set forth in the preamble of this Agreement. "Board of Directors" means the Board of Directors of the Company. "Beneficiaries" has the meaning set forth in Section 3.1(a) of this Agreement. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

2 "Capital Stock" means the Common Stock, par value $0.01 per share, of AOLTW or any other class of capital stock of AOLTW (or any predecessor or successor class thereof). "Closing Price" means, with respect to any given date, the last reported sale price of a share of Capital Stock (regular way) on such date as shown on the NYSE Composite Transactions Tape, or, in case no such sale takes place on such day, the average of the closing bid and asked prices of such stock on such day on the NYSE, or, if such stock is not listed or admitted to trading on the NYSE, on the principal national securities exchange on which such stock is listed or admitted to trading, or, if it is not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices of such stock on such day as reported by NASDAQ, or, if such stock is not so reported, the average of the closing bid and asked prices of such stock on such day as furnished by any member of the National Association of Securities Dealers, Inc. selected from time to time by AOLTW for that purpose.

2 "Capital Stock" means the Common Stock, par value $0.01 per share, of AOLTW or any other class of capital stock of AOLTW (or any predecessor or successor class thereof). "Closing Price" means, with respect to any given date, the last reported sale price of a share of Capital Stock (regular way) on such date as shown on the NYSE Composite Transactions Tape, or, in case no such sale takes place on such day, the average of the closing bid and asked prices of such stock on such day on the NYSE, or, if such stock is not listed or admitted to trading on the NYSE, on the principal national securities exchange on which such stock is listed or admitted to trading, or, if it is not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices of such stock on such day as reported by NASDAQ, or, if such stock is not so reported, the average of the closing bid and asked prices of such stock on such day as furnished by any member of the National Association of Securities Dealers, Inc. selected from time to time by AOLTW for that purpose. "Company" has the meaning set forth in the preamble to this Agreement. "Company Eligible Option Holder" means any officer or other employee of the Company (or any of its Subsidiaries, other than TWE and its Subsidiaries) including, without limitation, any Person who becomes an officer or other employee of the Company (or any of its Subsidiaries, other than TWE and its Subsidiaries) as a result of the transactions contemplated by the Restructuring Agreement, who has been, or from time to time is, issued stock options to purchase shares of Capital Stock. "Company Option Reimbursement Amount" has the meaning set forth in Section 2.1 of this Agreement. "Initial Offering Date" means the date upon which shares of Class A Common Stock, par value $0.01 per share, of the Company, or Class B Common Stock, par value $0.01 per share, of the Company, shall have been sold in an initial public offering (whether primary or secondary) of the Company pursuant to an effective registration statement filed by the Company. "NASDAQ" means the National Association of Securities Dealers Automated Quotation System. "NYSE" means the New York Stock Exchange. "Person" means any individual, corporation, limited liability company, partnership, firm, group (as such term is used under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), joint venture, association, trust, unincorporated organization, estate, trust or other entity. "Restructuring Agreement" has the meaning set forth in the recitals to this Agreement.

3 "Subsidiary" means, with respect to any Person, any other Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person; provided, that for purposes of this Agreement the Company and its Subsidiaries shall not be deemed to be Subsidiaries of AOLTW or any of its Subsidiaries. "TWE" has the meaning set forth in the preamble to this Agreement. "TWE Eligible Option Holder" means any officer or other employee of TWE and its Subsidiaries, including, without limitation, any Person who becomes an officer or other employee of TWE or any of its Subsidiaries as a result of the transactions contemplated by the Restructuring Agreement, who has been, or from time to time is, issued stock options to purchase shares of Capital Stock. "TWE Indenture" means that certain Indenture, dated as of April 30, 1992, by and among Time Warner Inc., a Delaware Corporation, TWE and The Bank of New York, a New York banking corporation, as trustee, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

3 "Subsidiary" means, with respect to any Person, any other Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person; provided, that for purposes of this Agreement the Company and its Subsidiaries shall not be deemed to be Subsidiaries of AOLTW or any of its Subsidiaries. "TWE" has the meaning set forth in the preamble to this Agreement. "TWE Eligible Option Holder" means any officer or other employee of TWE and its Subsidiaries, including, without limitation, any Person who becomes an officer or other employee of TWE or any of its Subsidiaries as a result of the transactions contemplated by the Restructuring Agreement, who has been, or from time to time is, issued stock options to purchase shares of Capital Stock. "TWE Indenture" means that certain Indenture, dated as of April 30, 1992, by and among Time Warner Inc., a Delaware Corporation, TWE and The Bank of New York, a New York banking corporation, as trustee, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time. "TWE Option Reimbursement Amount" has the meaning set forth in Section 2.2 of this Agreement. "TWE Public Debt Guarantee" means the guarantee by the TWE Debt Guarantors of TWE's obligations under the TWE Indenture. "TWE Debt Guarantor Payment" has the meaning set forth in Section 3.1 of this Agreement. "TWE Debt Guarantors" has the meaning set forth in the preamble to this Agreement. "WCI" has the meaning set forth in the preamble to this Agreement. 2. Option Reimbursement for AOLTW Options. 2.1 Company Eligible Option Holders. Upon the exercise by any Company Eligible Option Holder of any stock option to purchase shares of Capital Stock, the Company shall promptly (after notice of such exercise is provided by AOLTW to the Company) pay to AOLTW, for each share of Capital Stock so purchased, an amount (such amount, the "Company Option Reimbursement Amount") equal to the excess of (i) the Closing Price of a share of such Capital Stock as of the date of such exercise, over (ii) the aggregate exercise price paid by such Company Eligible Option Holder for each such share of Capital Stock. 2.2 TWE Eligible Option Holders. Upon the exercise by any TWE Eligible Option Holder of any stock option to purchase shares of Capital Stock,

4 TWE shall promptly (after notice of such exercise is provided by AOLTW to the Company) pay to AOLTW, for each share of Capital Stock so purchased, an amount (such amount, the "TWE Option Reimbursement Amount") equal to the excess of (i) the Closing Price of a share of such Capital Stock as of the date of such exercise, over (ii) the aggregate exercise price paid by such TWE Eligible Option Holder for each such share of Capital Stock. 2.3 Assumption of AOLTW Obligations. In lieu of the procedures described in Sections 2.1 and 2.2 above, if satisfactory arrangements are reached with a Company Eligible Option Holder or a TWE Eligible Option Holder, as applicable, at AOLTW's request, the Company or TWE, as applicable, shall agree to assume AOLTW's obligations with respect to any outstanding stock options held by such Company Eligible Option Holder or TWE Eligible Option Holder, as applicable. In such event, upon exercise of any such stock option by such Company Eligible Option Holder or TWE Eligible Option Holder, as applicable, the Company or TWE, as applicable, shall (A) purchase the shares of Capital Stock issuable upon exercise of such stock option from AOLTW at a price

4 TWE shall promptly (after notice of such exercise is provided by AOLTW to the Company) pay to AOLTW, for each share of Capital Stock so purchased, an amount (such amount, the "TWE Option Reimbursement Amount") equal to the excess of (i) the Closing Price of a share of such Capital Stock as of the date of such exercise, over (ii) the aggregate exercise price paid by such TWE Eligible Option Holder for each such share of Capital Stock. 2.3 Assumption of AOLTW Obligations. In lieu of the procedures described in Sections 2.1 and 2.2 above, if satisfactory arrangements are reached with a Company Eligible Option Holder or a TWE Eligible Option Holder, as applicable, at AOLTW's request, the Company or TWE, as applicable, shall agree to assume AOLTW's obligations with respect to any outstanding stock options held by such Company Eligible Option Holder or TWE Eligible Option Holder, as applicable. In such event, upon exercise of any such stock option by such Company Eligible Option Holder or TWE Eligible Option Holder, as applicable, the Company or TWE, as applicable, shall (A) purchase the shares of Capital Stock issuable upon exercise of such stock option from AOLTW at a price (payable in cash) equal to the Closing Price of a share of such Capital Stock on the date of exercise and (B) deliver such shares to the Company Eligible Option Holder or TWE Eligible Option Holder, as applicable, against payment to the Company or TWE by such Company Eligible Option Holder or TWE Eligible Option Holder, as applicable, of the exercise price therefor. 2.4 Consistent Tax Treatment. AOLTW agrees and acknowledges that the Company or TWE, as applicable, shall be entitled to claim the benefit of any federal, state and local income tax deduction with respect to the Company Option Reimbursement Amount and the TWE Option Reimbursement Amount permitted to be deducted by the Company or TWE, as applicable, in accordance with applicable law, and AOLTW shall not take any position inconsistent therewith, unless required by a change in applicable law or a good faith resolution of a contest. In the event AOLTW takes such an inconsistent position as permitted by the preceding sentence, it shall pay to the Company or TWE, as applicable, any tax benefit actually realized as a result of claiming the benefit of any tax deductions with respect to the Company Option Reimbursement Amount or the TWE Option Reimbursement Amount, as applicable; provided, however, that subject to the foregoing, the determination of whether to claim any such benefit, whether by filing an original or amended tax return or otherwise, shall be made by AOLTW in its sole and absolute discretion. For purposes of the foregoing, any such benefit shall be deemed "actually realized" by AOLTW only if and to the extent that AOLTW shall have determined, in its sole reasonable discretion, that its liability for taxes is less than its liability for taxes would have been had it not taken into account any such tax deductions. 2.5 Post-Contribution Option Grants. After the date hereof and prior to the date of the Initial Offering Date, options to purchase Capital Stock shall be granted to officers or employees of the Company or any of its Subsidiaries and to officers or employees of TWE or any of its Subsidiaries only in the ordinary course of business consistent with past practices.

5 2.6 Post-IPO Option Grants. In no event shall options to purchase Capital Stock be granted to officers or employees of the Company or any of its Subsidiaries or to officers or employees of TWE or any of its Subsidiaries after the Initial Offering Date. 3. Reimbursement. 3.1 TWE Debt Guarantor Payments. In the event that any TWE Debt Guarantor makes any payment under its TWE Public Debt Guarantee or any other indebtedness of the Company or its Subsidiaries guaranteed from time to time by the TWE Debt Guarantors (a "TWE Debt Guarantor Payment"): (a) Each of TWE and the Company (the "Beneficiaries") agrees, jointly and severally, to reimburse such TWE Debt Guarantor in full for all TWE Debt Guarantor Payments of such TWE Debt Guarantor together with interest thereon from the date of payment until reimbursed in full at a rate per annum equal to the interest rate on the indebtedness with respect to which such TWE Debt Guarantor Payment was made and without regard to any rights that such Beneficiary may have against any other guarantor of the obligations under the TWE Indenture which might otherwise limit such Beneficiary's liability to reimburse such TWE Debt Guarantor in full; and

5 2.6 Post-IPO Option Grants. In no event shall options to purchase Capital Stock be granted to officers or employees of the Company or any of its Subsidiaries or to officers or employees of TWE or any of its Subsidiaries after the Initial Offering Date. 3. Reimbursement. 3.1 TWE Debt Guarantor Payments. In the event that any TWE Debt Guarantor makes any payment under its TWE Public Debt Guarantee or any other indebtedness of the Company or its Subsidiaries guaranteed from time to time by the TWE Debt Guarantors (a "TWE Debt Guarantor Payment"): (a) Each of TWE and the Company (the "Beneficiaries") agrees, jointly and severally, to reimburse such TWE Debt Guarantor in full for all TWE Debt Guarantor Payments of such TWE Debt Guarantor together with interest thereon from the date of payment until reimbursed in full at a rate per annum equal to the interest rate on the indebtedness with respect to which such TWE Debt Guarantor Payment was made and without regard to any rights that such Beneficiary may have against any other guarantor of the obligations under the TWE Indenture which might otherwise limit such Beneficiary's liability to reimburse such TWE Debt Guarantor in full; and (b) Each of the Beneficiaries hereby acknowledges that such TWE Debt Guarantor shall be fully subrogated to the extent of its TWE Debt Guarantor Payment to all of the rights and remedies (including without limitation all security interests if any) of the holders under the TWE Indenture against such Beneficiary. 3.2 Priority of Rights. Each of the Beneficiaries hereby agrees that all of the rights of the TWE Debt Guarantors referred to in this Agreement shall have priority over any right of such Beneficiary, whether direct or indirect, by contribution, subrogation, reimbursement, indemnification or otherwise, to demand any payment, contribution or reimbursement whatsoever from the other Beneficiary until such time as any and all TWE Debt Guarantor Payments have been repaid to the respective TWE Debt Guarantors in full and the TWE Debt Guarantors have no further obligations under their respective TWE Debt Guarantees, and until such time such Beneficiary shall not be entitled to exercise any such rights against any other party to this Agreement. 3.3 Duty to TWE Debt Guarantors. Except for non-waivable, mandatory duties imposed by law, each of the Beneficiaries hereby acknowledges and agrees that (i) neither of the TWE Debt Guarantors has any duties to them with respect to the method, manner and timing of the exercise or nonexercise of any of such TWE Debt Guarantor's rights to recover payment of any TWE Debt Guarantor Payment of such TWE Debt Guarantor and (ii) to the extent that any such duties may exist, they are hereby waived.

6 3.4 Authorization of TWE Debt Guarantor Payment. In the event that a TWE Debt Guarantor makes any TWE Debt Guarantor Payment, such TWE Debt Guarantor is hereby irrevocably authorized by each of the Beneficiaries at any time and from time to time without notice to such Beneficiary, any such notice being hereby waived by such Beneficiary, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such TWE Debt Guarantor, its Subsidiaries or its Affiliates to or for the credit or the account of such Beneficiary, or any part thereof in such amounts as such TWE Debt Guarantor may elect, on account of the liabilities of such Beneficiary to such TWE Debt Guarantor in respect of such TWE Debt Guarantor Payment hereunder or under the TWE Indenture, whether or not such TWE Debt Guarantor has made any demand for payment. Such TWE Debt Guarantor shall notify such Beneficiary promptly of any such set-off made by it and the application made by it of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each TWE Debt Guarantor under this Section 3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such TWE Debt Guarantor may have against such Beneficiary. 3.5 Certain Information. Each of the Beneficiaries, at its own cost and expense, shall provide, or cause to be provided, to the TWE Debt Guarantors, as soon as reasonably practicable after written request therefor, any information in the possession or under the control of such Beneficiary that the requesting TWE Debt Guarantor

6 3.4 Authorization of TWE Debt Guarantor Payment. In the event that a TWE Debt Guarantor makes any TWE Debt Guarantor Payment, such TWE Debt Guarantor is hereby irrevocably authorized by each of the Beneficiaries at any time and from time to time without notice to such Beneficiary, any such notice being hereby waived by such Beneficiary, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such TWE Debt Guarantor, its Subsidiaries or its Affiliates to or for the credit or the account of such Beneficiary, or any part thereof in such amounts as such TWE Debt Guarantor may elect, on account of the liabilities of such Beneficiary to such TWE Debt Guarantor in respect of such TWE Debt Guarantor Payment hereunder or under the TWE Indenture, whether or not such TWE Debt Guarantor has made any demand for payment. Such TWE Debt Guarantor shall notify such Beneficiary promptly of any such set-off made by it and the application made by it of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each TWE Debt Guarantor under this Section 3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such TWE Debt Guarantor may have against such Beneficiary. 3.5 Certain Information. Each of the Beneficiaries, at its own cost and expense, shall provide, or cause to be provided, to the TWE Debt Guarantors, as soon as reasonably practicable after written request therefor, any information in the possession or under the control of such Beneficiary that the requesting TWE Debt Guarantor reasonably requires (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting TWE Debt Guarantor (including under applicable securities or tax laws) by a governmental authority having jurisdiction over the requesting TWE Debt Guarantor, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements or (iii) to comply with its obligations under this Agreement; provided, however, that in the event that any party determines that any such provision of information would reasonably be expected to violate any law or agreement or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such consequence. Each of the Beneficiaries intends that any transfer of information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege. 3.6 Systems Maintenance. After the date hereof, each of the Beneficiaries shall maintain in effect adequate systems and controls to the extent necessary to enable them to satisfy their respective reporting, accounting, audit and other obligations. 3.7 Compliance with Article Ten of TWE Indenture. Each of the Beneficiaries agrees to comply with the covenants contained in Article Ten of the TWE Indenture as in effect on the date hereof. The provisions of Article Ten of the TWE

7 Indenture and the related definitions are hereby incorporated by reference into this Agreement with the same effect as if set forth fully herein. 4. Company Guarantee. On the date hereof, the Company is entering into a guarantee agreement (in the form attached hereto as Exhibit A or in any other form as the parties shall agree) providing for a guarantee by the Company to the holders of debt securities issued by TWE pursuant to the TWE Indenture. At the request of the Company, TWE (or any of its Subsidiaries) will execute a guarantee in a similar form in respect of any indebtedness of the Company or its Subsidiaries outstanding from time to time. 5. Employee and Benefit Reimbursement. 5.1 Employee Services. Upon the agreement of AOLTW and the Company, certain employees of AOLTW and/or its Affiliates may from time to time provide services to the Company or its Subsidiaries. From and after the date hereof, the Company or its Subsidiaries, as applicable, shall reimburse AOLTW and/or any such Affiliates, in the manner set forth in Section 5.3 hereof, for the costs of providing such services, including reasonable allocations of compensation, employee benefit plan costs (including administration costs and benefit accruals

7 Indenture and the related definitions are hereby incorporated by reference into this Agreement with the same effect as if set forth fully herein. 4. Company Guarantee. On the date hereof, the Company is entering into a guarantee agreement (in the form attached hereto as Exhibit A or in any other form as the parties shall agree) providing for a guarantee by the Company to the holders of debt securities issued by TWE pursuant to the TWE Indenture. At the request of the Company, TWE (or any of its Subsidiaries) will execute a guarantee in a similar form in respect of any indebtedness of the Company or its Subsidiaries outstanding from time to time. 5. Employee and Benefit Reimbursement. 5.1 Employee Services. Upon the agreement of AOLTW and the Company, certain employees of AOLTW and/or its Affiliates may from time to time provide services to the Company or its Subsidiaries. From and after the date hereof, the Company or its Subsidiaries, as applicable, shall reimburse AOLTW and/or any such Affiliates, in the manner set forth in Section 5.3 hereof, for the costs of providing such services, including reasonable allocations of compensation, employee benefit plan costs (including administration costs and benefit accruals associated therewith), overhead, and other fixed costs and expenses. 5.2 Benefit Plans. Except as otherwise specifically provided in this Agreement with respect to options to purchase shares of Capital Stock, to the extent that, on or after the date hereof, any current, future or former employees of the Company or its Subsidiaries participate in any benefit plans, programs, or arrangements maintained by AOLTW or any of its Affiliates, the Company or its Subsidiaries, as applicable, shall reimburse AOLTW or, if applicable, such Affiliate or Affiliates, in the manner set forth in Section 5.3 hereof, for all costs, including administration costs and benefit accruals, associated with such employees' participation in the employee benefit plans, programs or arrangements with respect to employment by the Company or its Subsidiaries in a manner that is consistent with past practice; provided, however, that (i) except as set forth in Section 5.1, in the event that any employee described above becomes employed by AOLTW or any of its Affiliates after the Closing (as defined in the Restructuring Agreement), then the Company and its Subsidiaries will not be required to reimburse AOLTW or any of its Affiliates for any costs associated with such employee's participation in employee benefit plans, programs or arrangements while employed by, or on account of such employee's employment with, AOLTW or any of its Affiliates after the Closing and (ii) in the event that any employee of AOLTW or any of its Affiliates becomes employed by the Company or any of its Subsidiaries after the Closing then the Company and its Subsidiaries will not be required to reimburse AOLTW or any of its Affiliates for any costs associated with such employee's participation in employee benefit plans, programs or arrangements while such employee was employed by, or on account of such employee's employment with, AOLTW or any of its Affiliates. 5.3 Method of Reimbursement. Any reimbursement pursuant to Section 5.1 or 5.2 shall be made by the Company or its Subsidiaries, as applicable, in a

8 manner consistent with prior practices of AOLTW and TWE with respect to such reimbursement. 5.4 Other. The provisions of this Agreement will be interpreted in a manner consistent with past practice, except as otherwise expressly provided by this Agreement or in any other agreement or arrangement between or among the parties contemplated by the Restructuring Agreement (or any other Transaction Agreement (as defined therein)) or entered into after the date hereof. 5.5 General. The provisions of this Section 5 shall at all times be subject to the requirements of Article VI of the By-laws of the Company. No reimbursement will be made pursuant to this Section 5 if reimbursement in respect of the same payment or service has been made pursuant to another provision of this Agreement or any other agreement among the parties. 6. Miscellaneous.

8 manner consistent with prior practices of AOLTW and TWE with respect to such reimbursement. 5.4 Other. The provisions of this Agreement will be interpreted in a manner consistent with past practice, except as otherwise expressly provided by this Agreement or in any other agreement or arrangement between or among the parties contemplated by the Restructuring Agreement (or any other Transaction Agreement (as defined therein)) or entered into after the date hereof. 5.5 General. The provisions of this Section 5 shall at all times be subject to the requirements of Article VI of the By-laws of the Company. No reimbursement will be made pursuant to this Section 5 if reimbursement in respect of the same payment or service has been made pursuant to another provision of this Agreement or any other agreement among the parties. 6. Miscellaneous. 6.1 Notices. All notices, demands or other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, telecopier, courier service or personal delivery: (a) if to the Company or TWE: c/o Time Warner Cable Inc. 75 Rockefeller Plaza New York, New York 10019-6908 Telecopy: (212) 2583172 Attention: Executive Vice President and General Counsel: (b) if to AOLTW, ATC or WCI: c/o AOL Time Warner Inc. 75 Rockefeller Plaza New York, New York 10019-6908 Telecopy: (212) 2583172 Attention: Executive Vice President and General Counsel or such other address or facsimile number as such party hereto may hereafter specify for such purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

9 6.2 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party hereto may assign, delegate or transfer any of its rights or obligations hereunder without the consent of the other parties hereto. 6.3 Amendment and Waiver. (a) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any party from the terms of any provision of this Agreement, shall be effective only if it is made or given in writing and signed by the Company and AOLTW; provided, that any material amendment, supplement or modification of or to this Agreement shall also require the approval of a majority of the Independent Directors (as defined in the Restated Certificate of Incorporation of the Company). Any such amendment, supplement, modification, waiver or consent shall be binding upon the Company, AOLTW and the other parties hereto. (b) No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies provided for herein are cumulative and are not exclusive of any rights and remedies that may be available to the parties hereto at law, in equity or otherwise.

9 6.2 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party hereto may assign, delegate or transfer any of its rights or obligations hereunder without the consent of the other parties hereto. 6.3 Amendment and Waiver. (a) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any party from the terms of any provision of this Agreement, shall be effective only if it is made or given in writing and signed by the Company and AOLTW; provided, that any material amendment, supplement or modification of or to this Agreement shall also require the approval of a majority of the Independent Directors (as defined in the Restated Certificate of Incorporation of the Company). Any such amendment, supplement, modification, waiver or consent shall be binding upon the Company, AOLTW and the other parties hereto. (b) No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies provided for herein are cumulative and are not exclusive of any rights and remedies that may be available to the parties hereto at law, in equity or otherwise. 6.4 Survival. The rights of each party under this Agreement shall continue to be effective, or be reinstated, as the case may be, if any payment made hereunder, or any part thereof, on account of any of the reimbursement obligations hereunder is at any time rescinded or at any time must otherwise be restored or returned by such party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, such party or any substantial part of their property, or otherwise, all as though such payments had not been made. 6.5 TWE Debt Guarantor Rights and Remedies. Notwithstanding anything in this Agreement to the contrary, the rights accorded to each TWE Debt Guarantor hereunder shall be in addition to, and not in lieu of, any rights that such TWE Debt Guarantor may have to be reimbursed for all TWE Debt Guarantor Payments of such TWE Debt Guarantor at common law, in equity, by separate agreement or otherwise. 6.6 Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto.

10 6.7 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 6.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 6.9 Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in any federal or state court located in the State and City of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

10 6.7 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 6.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 6.9 Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in any federal or state court located in the State and City of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. 6.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 6.11 Severability. If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible. 6.12 Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. 6.13 Entire Agreement; Third Party Beneficiaries. (a) This Agreement (together with all exhibits hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to such subject matter.

11 (b) Except as provided below, this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, AT&T (as defined in the Restructuring Agreement) shall be deemed a third party beneficiary of Sections 2.5 and 2.6 hereof for so long as AT&T Corp. holds a number of shares of Class A Common Stock, par value $0.01 per share, of the Company at least equal to five percent (5%) of the aggregate number of outstanding shares of such Class A Common Stock and Class B Common Stock, par value $0.01 per share, of the Company. 6.14 Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

11 (b) Except as provided below, this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, AT&T (as defined in the Restructuring Agreement) shall be deemed a third party beneficiary of Sections 2.5 and 2.6 hereof for so long as AT&T Corp. holds a number of shares of Class A Common Stock, par value $0.01 per share, of the Company at least equal to five percent (5%) of the aggregate number of outstanding shares of such Class A Common Stock and Class B Common Stock, par value $0.01 per share, of the Company. 6.14 Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

12 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Reimbursement Agreement on the date first written above. TIME WARNER CABLE INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: WARNER COMMUNICATIONS INC. By: Name:

Title: AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION By: Name:

Title:

12 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Reimbursement Agreement on the date first written above. TIME WARNER CABLE INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: WARNER COMMUNICATIONS INC. By: Name:

Title: AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION By: Name:

Title: TIME WARNER ENTERTAINMENT COMPANY, L.P. By: WARNER COMMUNICATIONS INC., as General Partner By: Name:

Title:

Exhibit A TIME WARNER ENTERTAINMENT COMPANY, L.P.,

Exhibit A TIME WARNER ENTERTAINMENT COMPANY, L.P., AND TIME WARNER CABLE INC. TO THE BANK OF NEW YORK, TRUSTEE EIGHTH SUPPLEMENTAL INDENTURE DATED AS OF [_______________]

EIGHTH SUPPLEMENTAL INDENTURE dated as of [_____], 200[_], by and among TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership ("TWE"), TIME WARNER CABLE INC., a corporation duly organized and existing under the laws of the State of Delaware ("TW Cable "), and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of New York, Trustee (the "Trustee"). RECITALS Time Warner, Inc. ("TWI"), TWE, the Trustee and certain other parties have executed and delivered an Indenture dated as of April 30, 1992, as amended by a First Supplemental Indenture dated as of June 30, 1992, a Second Supplemental Indenture dated as of December 9, 1992, a Third Supplemental Indenture dated as of October 12, 1993, a Fourth Supplemental Indenture dated as of March 29, 1994, a Fifth Supplemental Indenture dated as of December 28, 1994, a Sixth Supplemental Indenture dated as of September 29, 1997 and a Seventh Supplemental Indenture dated as of December 29, 1997 (the "Indenture"), providing for, among other things, the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as provided in the Indenture. TWE and TW Cable have duly authorized the execution and delivery of this Eighth Supplemental Indenture to provide for, among other things, (i) the guarantee of TWE's obligations under the Securities by TW Cable (the "TW Cable Guaranty") and (ii) the addition of TW Cable as a party to the Indenture, subject in each case to the terms and conditions described herein. This Eighth Supplemental Indenture is being executed pursuant to and in accordance with Section 901 of the Indenture. All things necessary to make this Eighth Supplemental Indenture a valid and binding agreement of TWE and TW Cable have been done. NOW, THEREFORE, WITNESSETH: For and in consideration of the promises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed, for the equal proportionate benefit of all Holders of the Securities, as follows: ARTICLE ONE INCORPORATION OF PREVIOUS DOCUMENTS

EIGHTH SUPPLEMENTAL INDENTURE dated as of [_____], 200[_], by and among TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership ("TWE"), TIME WARNER CABLE INC., a corporation duly organized and existing under the laws of the State of Delaware ("TW Cable "), and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of New York, Trustee (the "Trustee"). RECITALS Time Warner, Inc. ("TWI"), TWE, the Trustee and certain other parties have executed and delivered an Indenture dated as of April 30, 1992, as amended by a First Supplemental Indenture dated as of June 30, 1992, a Second Supplemental Indenture dated as of December 9, 1992, a Third Supplemental Indenture dated as of October 12, 1993, a Fourth Supplemental Indenture dated as of March 29, 1994, a Fifth Supplemental Indenture dated as of December 28, 1994, a Sixth Supplemental Indenture dated as of September 29, 1997 and a Seventh Supplemental Indenture dated as of December 29, 1997 (the "Indenture"), providing for, among other things, the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as provided in the Indenture. TWE and TW Cable have duly authorized the execution and delivery of this Eighth Supplemental Indenture to provide for, among other things, (i) the guarantee of TWE's obligations under the Securities by TW Cable (the "TW Cable Guaranty") and (ii) the addition of TW Cable as a party to the Indenture, subject in each case to the terms and conditions described herein. This Eighth Supplemental Indenture is being executed pursuant to and in accordance with Section 901 of the Indenture. All things necessary to make this Eighth Supplemental Indenture a valid and binding agreement of TWE and TW Cable have been done. NOW, THEREFORE, WITNESSETH: For and in consideration of the promises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed, for the equal proportionate benefit of all Holders of the Securities, as follows: ARTICLE ONE INCORPORATION OF PREVIOUS DOCUMENTS SECTION 101. INCORPORATION OF PREVIOUS DOCUMENTS. This Eighth Supplemental Indenture is a supplemental indenture within the meaning of the Indenture and shall be read together and shall have the same effect as

2 though all the provisions thereof and hereof were contained in one instrument. Unless otherwise expressly provided, the provisions of the Indenture are incorporated herein by reference. SECTION 102. DEFINITIONS. Unless otherwise provided herein, the terms used herein shall have the meanings ascribed to such terms in the Indenture. SECTION 103. GOVERNING LAW. This Eighth Supplemental Indenture, the Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.

2 though all the provisions thereof and hereof were contained in one instrument. Unless otherwise expressly provided, the provisions of the Indenture are incorporated herein by reference. SECTION 102. DEFINITIONS. Unless otherwise provided herein, the terms used herein shall have the meanings ascribed to such terms in the Indenture. SECTION 103. GOVERNING LAW. This Eighth Supplemental Indenture, the Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. ARTICLE TWO GUARANTY SECTION 201. TW CABLE GUARANTY. For value received, TW Cable, and each of its successors and assigns, hereby fully and unconditionally guarantees to each Holder of the Securities upon which this TW Cable Guaranty is referred to, and to the Trustee on behalf of each such Holder, the due and punctual payment of all principal of (and premium, if any, on) and interest on such Security, when and as the same shall become due and payable, whether at Stated Maturity upon redemption or repayment, upon declaration of acceleration or otherwise, according to the terms of the Securities and of the Indenture. In case of the failure of TWE or any successor thereto punctually to pay any such principal, premium or interest, TW Cable hereby agrees to immediately cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon redemption or repayment, upon declaration of acceleration or otherwise, as if such payment were made by TWE. TW Cable hereby agrees that as long as this Section 201 is in effect with respect to TW Cable pursuant to the Indenture, its obligations hereunder shall be unconditional and absolute, irrespective of the validity, regularity or enforceability of any such Security or the Indenture, the absence of any action to enforce the same, the granting of any waiver or consent by the Holder of any such Security with respect to any provisions thereof, the recovery of any judgment against TWE or any action to enforce the same, or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. TW Cable hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of TWE, any right to require a proceeding be brought first against TWE, protest, notice and all demands whatsoever, and covenants that as long as this Section 201 is in effect with respect to TW Cable pursuant to the Indenture, this TW Cable Guaranty will not be discharged except by complete payment of the payment and other obligations contained in any such Security or in this Section 201.

3 TW Cable acknowledges and agrees for the benefit of the Trustee and such Holders that the Trustee and such Holders (in the case of an Event of Default under Section 501(1) or (2) of the Indenture) may directly and simultaneously proceed against TW Cable for the enforcement of this TW Cable Guaranty and against TWE (as Obligor). The obligations of TW Cable hereunder are independent of the obligations of TWE under the Securities and the Indenture, and a separate action or actions may be brought and prosecuted against TW Cable hereunder whether or not (i) an action or proceeding is brought against TWE or any other guarantor, (ii) TWE or TW Cable is joined in any such action or proceeding against such other guarantor and (iii) the Trustee or such Holders have taken any action to collect or attempt to otherwise collect such obligations from TWE or any other Person liable therefor. Anything in this Section 201 to the contrary notwithstanding, the TW Cable Guaranty is and shall be deemed to be a Guarantee of payment, and not a Guarantee of collection.

3 TW Cable acknowledges and agrees for the benefit of the Trustee and such Holders that the Trustee and such Holders (in the case of an Event of Default under Section 501(1) or (2) of the Indenture) may directly and simultaneously proceed against TW Cable for the enforcement of this TW Cable Guaranty and against TWE (as Obligor). The obligations of TW Cable hereunder are independent of the obligations of TWE under the Securities and the Indenture, and a separate action or actions may be brought and prosecuted against TW Cable hereunder whether or not (i) an action or proceeding is brought against TWE or any other guarantor, (ii) TWE or TW Cable is joined in any such action or proceeding against such other guarantor and (iii) the Trustee or such Holders have taken any action to collect or attempt to otherwise collect such obligations from TWE or any other Person liable therefor. Anything in this Section 201 to the contrary notwithstanding, the TW Cable Guaranty is and shall be deemed to be a Guarantee of payment, and not a Guarantee of collection. If the Trustee or the Holder of any such Security is required by any court or otherwise to return to TWE or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to TWE, any amount paid to the Trustee or such Holder in respect of such Security, this TW Cable Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. TW Cable further agrees, to the fullest extent that it may lawfully do so, that, as between TW Cable, on the one hand, and such Holders and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Indenture for the purposes of this TW Cable Guaranty, notwithstanding any stay, injunction or other prohibition extent under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. TW Cable hereby irrevocably subordinates to the prior payment in full of all Securities guaranteed by TW Cable hereunder, any claim or other rights which it may now or hereafter acquire against TWE that arises from the existence, payment, performance or enforcement of TW Cable's obligations under this TW Cable Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of any Holder of any such Security or the Trustee on behalf of such Holder against TWE or any collateral which any such Holder or the Trustee on behalf of such Holder hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from TWE, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to TW Cable in violation of the preceding sentence at any time prior to the payment in full of all obligations and all other amounts payable hereunder, such amount shall be deemed to have been paid to TW Cable for the benefit of, and held in trust for the benefit of, any Holder of such Security and the Trustee on behalf of such Holder, and shall forthwith be paid to the Trustee for the benefit of such Holder to be credited and applied upon such guaranteed obligations, whether matured or unmatured, in accordance

4 with the terms of the Indenture. TW Cable acknowledges that the subordination set forth in this Section 201 is knowingly made. This TW Cable Guaranty shall become effective upon execution and delivery of this Eighth Supplemental Indenture by each of the parties hereto. No reference herein to the Indenture and no provision of this Section 201 or of the Indenture shall alter or impair the Guarantee of TW Cable, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any) and interest on the Securities upon which this TW Cable Guaranty is referred to. ARTICLE THREE ADDITION OF TW CABLE AS A PARTY TO INDENTURE By execution of this Eighth Supplemental Indenture, TW Cable agrees that it shall be party to, and shall be

4 with the terms of the Indenture. TW Cable acknowledges that the subordination set forth in this Section 201 is knowingly made. This TW Cable Guaranty shall become effective upon execution and delivery of this Eighth Supplemental Indenture by each of the parties hereto. No reference herein to the Indenture and no provision of this Section 201 or of the Indenture shall alter or impair the Guarantee of TW Cable, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any) and interest on the Securities upon which this TW Cable Guaranty is referred to. ARTICLE THREE ADDITION OF TW CABLE AS A PARTY TO INDENTURE By execution of this Eighth Supplemental Indenture, TW Cable agrees that it shall be party to, and shall be subject to, bound by and entitled to the benefits of, the Indenture as supplemented by this Eighth Supplemental Indenture. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one of the same instrument. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]

5 IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed by their respective officers or agents, all as of the day and year first above written. TIME WARNER ENTERTAINMENT COMPANY, L.P. By: Name:

Title: TIME WARNER CABLE INC. By: Name:

Title: THE BANK OF NEW YORK, Trustee By: Name:

Title:

5 IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed by their respective officers or agents, all as of the day and year first above written. TIME WARNER ENTERTAINMENT COMPANY, L.P. By: Name:

Title: TIME WARNER CABLE INC. By: Name:

Title: THE BANK OF NEW YORK, Trustee By: Name:

Title:

6
STATE OF NEW YORK COUNTY OF NEW YORK ) : )

On the ____ day of ________, before me personally came

____________, to me known, who, being by me duly sworn, did depose and say that he is a ____________ of TIME WARNER ENTERTAINMENT COMPANY, L.P., the Delaware limited partnership described in and which executed the foregoing instrument; that he knows the seal of said limited partnership; that the seal affixed to said instrument is such seal; that it was so affixed by authority of the Board of Representatives or the Managing General Partners of said limited partnership, and that he signed his name thereto by like authority.

Notary Public, State of New York No. ____________ Qualified in New York County Commission Expires ________
STATE OF NEW YORK COUNTY OF NEW YORK ) : )

On the __ day of ________, before me personally came

6
STATE OF NEW YORK COUNTY OF NEW YORK ) : )

On the ____ day of ________, before me personally came

____________, to me known, who, being by me duly sworn, did depose and say that he is a ____________ of TIME WARNER ENTERTAINMENT COMPANY, L.P., the Delaware limited partnership described in and which executed the foregoing instrument; that he knows the seal of said limited partnership; that the seal affixed to said instrument is such seal; that it was so affixed by authority of the Board of Representatives or the Managing General Partners of said limited partnership, and that he signed his name thereto by like authority.

Notary Public, State of New York No. ____________ Qualified in New York County Commission Expires ________
STATE OF NEW YORK COUNTY OF NEW YORK ) : )

On the __ day of ________, before me personally came

___________, to me known, who, being by me duly sworn, did depose and say that he is a __________ of TIME WARNER CABLE INC., one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority.

Notary Public, State of New York No. ____________ Qualified in New York County Commission Expires ________ 7
STATE OF NEW YORK COUNTY OF NEW YORK ) : )

On the ____ day of ________, before me personally came

____________, to me known, who, being by me duly sworn, did depose and say that he is a ____________ of THE BANK OF NEW YORK, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said limited partnership; that the seal affixed to said instrument is such seal; that it was so affixed by authority of the Board of Representatives or the Managing General Partners of said limited partnership, and that he signed his name thereto by like authority.

Notary Public, State of New York No. ____________ Qualified in New York County Commission Expires ________

EXHIBIT 10.11 FORM OF

7
STATE OF NEW YORK COUNTY OF NEW YORK ) : )

On the ____ day of ________, before me personally came

____________, to me known, who, being by me duly sworn, did depose and say that he is a ____________ of THE BANK OF NEW YORK, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said limited partnership; that the seal affixed to said instrument is such seal; that it was so affixed by authority of the Board of Representatives or the Managing General Partners of said limited partnership, and that he signed his name thereto by like authority.

Notary Public, State of New York No. ____________ Qualified in New York County Commission Expires ________

EXHIBIT 10.11 FORM OF BRAND LICENSE AGREEMENT BETWEEN WARNER COMMUNICATIONS INC. AND TIME WARNER CABLE INC. DATED AS OF ______, 2002

TABLE OF CONTENTS
Pa -1. 2. DEFINITIONS..................................................................................... GRANT OF LICENSE................................................................................ 2.1 High Speed Internet Services........................................................... 2.2 Promotional Products................................................................... 2.3 Ancillary Broadband Services........................................................... 2.4 Portals................................................................................ 2.5 Content, Equipment and Software........................................................ 2.6 Transferability........................................................................ 2.7 Request for License.................................................................... 2.8 Reservation of Rights.................................................................. RESTRICTIONS ON USE OF LICENSED MARK AND LICENSED COPYRIGHT..................................... 3.1 Resellers.............................................................................. 3.2 Use of Licensed Marks or Licensed Copyright with Licensee Marks........................ 3.3 Bundling............................................................................... 3.4 Co-Marketing........................................................................... 3.5 General Purpose Credit Cards........................................................... 3.6 Dealers................................................................................ 3.7 Sublicenses...........................................................................1

3.

EXHIBIT 10.11 FORM OF BRAND LICENSE AGREEMENT BETWEEN WARNER COMMUNICATIONS INC. AND TIME WARNER CABLE INC. DATED AS OF ______, 2002

TABLE OF CONTENTS
Pa -1. 2. DEFINITIONS..................................................................................... GRANT OF LICENSE................................................................................ 2.1 High Speed Internet Services........................................................... 2.2 Promotional Products................................................................... 2.3 Ancillary Broadband Services........................................................... 2.4 Portals................................................................................ 2.5 Content, Equipment and Software........................................................ 2.6 Transferability........................................................................ 2.7 Request for License.................................................................... 2.8 Reservation of Rights.................................................................. RESTRICTIONS ON USE OF LICENSED MARK AND LICENSED COPYRIGHT..................................... 3.1 Resellers.............................................................................. 3.2 Use of Licensed Marks or Licensed Copyright with Licensee Marks........................ 3.3 Bundling............................................................................... 3.4 Co-Marketing........................................................................... 3.5 General Purpose Credit Cards........................................................... 3.6 Dealers................................................................................ 3.7 Sublicenses...........................................................................1 TERM AND TERMINATION...........................................................................1 4.1 Term..................................................................................1 4.2 Termination...........................................................................1 4.3 Notice of Termination.................................................................1 4.4 Effect of Termination.................................................................1 4.5 Other Rights Unaffected...............................................................1 4.6 Bankruptcy............................................................................1 QUALITY CONTROL................................................................................1 5.1 General...............................................................................1 5.2 Quality Standards.....................................................................1 5.3 Quality Service Reviews; Right of Inspection..........................................1 5.4 Authorized Dealers, Resellers, Value Added Resellers and Sublicensees.................1 REMEDIES 6.1 6.2 6.3 FOR NON-COMPLIANCE WITH QUALITY STANDARDS.............................................1 Non-compliance with Quality Standards and Cure........................................1 Potential Injury to Persons or Property...............................................1 Licensor's Rights to License Others...................................................1

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Pa

TABLE OF CONTENTS
Pa -1. 2. DEFINITIONS..................................................................................... GRANT OF LICENSE................................................................................ 2.1 High Speed Internet Services........................................................... 2.2 Promotional Products................................................................... 2.3 Ancillary Broadband Services........................................................... 2.4 Portals................................................................................ 2.5 Content, Equipment and Software........................................................ 2.6 Transferability........................................................................ 2.7 Request for License.................................................................... 2.8 Reservation of Rights.................................................................. RESTRICTIONS ON USE OF LICENSED MARK AND LICENSED COPYRIGHT..................................... 3.1 Resellers.............................................................................. 3.2 Use of Licensed Marks or Licensed Copyright with Licensee Marks........................ 3.3 Bundling............................................................................... 3.4 Co-Marketing........................................................................... 3.5 General Purpose Credit Cards........................................................... 3.6 Dealers................................................................................ 3.7 Sublicenses...........................................................................1 TERM AND TERMINATION...........................................................................1 4.1 Term..................................................................................1 4.2 Termination...........................................................................1 4.3 Notice of Termination.................................................................1 4.4 Effect of Termination.................................................................1 4.5 Other Rights Unaffected...............................................................1 4.6 Bankruptcy............................................................................1 QUALITY CONTROL................................................................................1 5.1 General...............................................................................1 5.2 Quality Standards.....................................................................1 5.3 Quality Service Reviews; Right of Inspection..........................................1 5.4 Authorized Dealers, Resellers, Value Added Resellers and Sublicensees.................1 REMEDIES 6.1 6.2 6.3 FOR NON-COMPLIANCE WITH QUALITY STANDARDS.............................................1 Non-compliance with Quality Standards and Cure........................................1 Potential Injury to Persons or Property...............................................1 Licensor's Rights to License Others...................................................1

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Pa -7. PROTECTION OF LICENSED MARKS AND LICENSED COPYRIGHT............................................1 7.1 Ownership and Rights to the Licensed Marks and Licensed Copyright.....................1 7.2 Similar Marks.........................................................................1 7.3 Infringement..........................................................................1 7.4 Compliance with Legal Requirements....................................................1 USE OF LICENSED MARKS AND LICENSED COPYRIGHT AND OTHER MARKS AND COPYRIGHTS....................2 8.1 Licensee Marks........................................................................2 8.2 Modification of Licensed Marks or Licensed Copyright..................................2 8.3 Third Party Marks.....................................................................2 8.4 Internet Domain Names.................................................................2 LIABILITY AND INDEMNIFICATION..................................................................2 9.1 Indemnification.......................................................................2 9.2 Notification and Defense of Claims....................................................2 9.3 Insurance.............................................................................2 AGREEMENT PERSONAL.............................................................................2 10.1 Personal to Licensee..................................................................2 10.2 Licensee Acknowledgment...............................................................2 RETENTION OF RIGHTS............................................................................2 SPONSORSHIP....................................................................................2

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11. 12.

Pa -7. PROTECTION OF LICENSED MARKS AND LICENSED COPYRIGHT............................................1 7.1 Ownership and Rights to the Licensed Marks and Licensed Copyright.....................1 7.2 Similar Marks.........................................................................1 7.3 Infringement..........................................................................1 7.4 Compliance with Legal Requirements....................................................1 USE OF LICENSED MARKS AND LICENSED COPYRIGHT AND OTHER MARKS AND COPYRIGHTS....................2 8.1 Licensee Marks........................................................................2 8.2 Modification of Licensed Marks or Licensed Copyright..................................2 8.3 Third Party Marks.....................................................................2 8.4 Internet Domain Names.................................................................2 LIABILITY AND INDEMNIFICATION..................................................................2 9.1 Indemnification.......................................................................2 9.2 Notification and Defense of Claims....................................................2 9.3 Insurance.............................................................................2 AGREEMENT PERSONAL.............................................................................2 10.1 Personal to Licensee..................................................................2 10.2 Licensee Acknowledgment...............................................................2 RETENTION OF RIGHTS............................................................................2 SPONSORSHIP....................................................................................2 CONSENT OF LICENSOR............................................................................2 NOTICES........................................................................................2 GOVERNMENTAL LICENSES, PERMITS AND APPROVALS...................................................2 APPLICABLE LAW.................................................................................2 CONFIDENTIALITY OF INFORMATION AND USE RESTRICTION.............................................2 MISCELLANEOUS..................................................................................2 18.1 Entire Agreement......................................................................2 18.2 Relationship of the Parties...........................................................2 18.3 Amendments, Waivers...................................................................2 18.4 Assignment............................................................................2 18.5 Specific Performance..................................................................2 18.6 Remedies Cumulative...................................................................2 18.7 No Waiver.............................................................................2 18.8 Rules of Construction.................................................................2 18.9 No Third Party Beneficiaries..........................................................2

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11. 12. 13. 14. 15. 16. 17. 18.

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18.10

iii

BRAND LICENSE AGREEMENT BRAND LICENSE AGREEMENT (the "Agreement") dated as of _________ __, 2002 and effective as of the Closing, by and between Warner Communications Inc., a Delaware corporation, with offices located at 75 Rockefeller Plaza, New York, New York 10019 ("Licensor"), and Time Warner Cable Inc. a Delaware corporation, with offices located at 290 Harbor Drive, Stamford, Connecticut 06902 ("Licensee"). Certain capitalized terms used herein are defined in Article 1. WHEREAS, Licensor owns and desires that Licensee have the right to use the Licensed Marks and the Licensed Copyright in connection with the Licensed Services; and WHEREAS, Licensee wishes to use the Licensed Marks and the Licensed Copyright in a limited manner in the

18.10

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iii

BRAND LICENSE AGREEMENT BRAND LICENSE AGREEMENT (the "Agreement") dated as of _________ __, 2002 and effective as of the Closing, by and between Warner Communications Inc., a Delaware corporation, with offices located at 75 Rockefeller Plaza, New York, New York 10019 ("Licensor"), and Time Warner Cable Inc. a Delaware corporation, with offices located at 290 Harbor Drive, Stamford, Connecticut 06902 ("Licensee"). Certain capitalized terms used herein are defined in Article 1. WHEREAS, Licensor owns and desires that Licensee have the right to use the Licensed Marks and the Licensed Copyright in connection with the Licensed Services; and WHEREAS, Licensee wishes to use the Licensed Marks and the Licensed Copyright in a limited manner in the Licensed Territory in connection with the Licensed Services; and WHEREAS, Licensor is willing to license and allow Licensee to use the Licensed Marks and the Licensed Copyright in the Licensed Territory under the terms and conditions set forth in this Agreement; and WHEREAS, this Agreement is effective on the Closing. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. DEFINITIONS "AFFILIATE": An Affiliate of a Person means a Person that controls, is controlled by, or is under common control with such Person. "ANCILLARY BROADBAND SERVICES": The following products or services: (a) The marketing, provision and sale of customer care services in support of Licensee's provision of Licensed Services; (b) The marketing, provision and sale of activation and authorization services (for avoidance of doubt, authorization service is the provision of a signal to a set top box, which signal authorizes the subscriber to receive specified services using that box; activation service is the provision of a signal to a set top box, which signal activates the box to receive any services) in support of Licensee's provision of Licensed Services to its customers; (c) The marketing, provision, sale and distribution of Point Of Deployment modules (PODS) that are used to identify a Consumer as an authorized subscriber of Licensee's High Speed Internet

Services entitled to certain pre-selected proprietary features available from the High Speed Internet Services; (d) The offer and sale of advertising inventory to third parties, which advertising may appear on High Speed Internet Services owned or managed by Licensee, on High Speed Internet Services owned or managed by other operators, and/or on or in Licensee's web sites or other promotional or informational vehicles (e.g., monthly bills); and

BRAND LICENSE AGREEMENT BRAND LICENSE AGREEMENT (the "Agreement") dated as of _________ __, 2002 and effective as of the Closing, by and between Warner Communications Inc., a Delaware corporation, with offices located at 75 Rockefeller Plaza, New York, New York 10019 ("Licensor"), and Time Warner Cable Inc. a Delaware corporation, with offices located at 290 Harbor Drive, Stamford, Connecticut 06902 ("Licensee"). Certain capitalized terms used herein are defined in Article 1. WHEREAS, Licensor owns and desires that Licensee have the right to use the Licensed Marks and the Licensed Copyright in connection with the Licensed Services; and WHEREAS, Licensee wishes to use the Licensed Marks and the Licensed Copyright in a limited manner in the Licensed Territory in connection with the Licensed Services; and WHEREAS, Licensor is willing to license and allow Licensee to use the Licensed Marks and the Licensed Copyright in the Licensed Territory under the terms and conditions set forth in this Agreement; and WHEREAS, this Agreement is effective on the Closing. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. DEFINITIONS "AFFILIATE": An Affiliate of a Person means a Person that controls, is controlled by, or is under common control with such Person. "ANCILLARY BROADBAND SERVICES": The following products or services: (a) The marketing, provision and sale of customer care services in support of Licensee's provision of Licensed Services; (b) The marketing, provision and sale of activation and authorization services (for avoidance of doubt, authorization service is the provision of a signal to a set top box, which signal authorizes the subscriber to receive specified services using that box; activation service is the provision of a signal to a set top box, which signal activates the box to receive any services) in support of Licensee's provision of Licensed Services to its customers; (c) The marketing, provision, sale and distribution of Point Of Deployment modules (PODS) that are used to identify a Consumer as an authorized subscriber of Licensee's High Speed Internet

Services entitled to certain pre-selected proprietary features available from the High Speed Internet Services; (d) The offer and sale of advertising inventory to third parties, which advertising may appear on High Speed Internet Services owned or managed by Licensee, on High Speed Internet Services owned or managed by other operators, and/or on or in Licensee's web sites or other promotional or informational vehicles (e.g., monthly bills); and (e) Any other ancillary services provided in connection with the Licensed Services, including repair, billing and provisioning services. "APPROVAL": The granting by all appropriate Regulatory Authorities of all necessary licenses, permits, approvals, authorizations and clearances for this Agreement and the registration or recording of this Agreement as required by all Regulatory Authorities.

Services entitled to certain pre-selected proprietary features available from the High Speed Internet Services; (d) The offer and sale of advertising inventory to third parties, which advertising may appear on High Speed Internet Services owned or managed by Licensee, on High Speed Internet Services owned or managed by other operators, and/or on or in Licensee's web sites or other promotional or informational vehicles (e.g., monthly bills); and (e) Any other ancillary services provided in connection with the Licensed Services, including repair, billing and provisioning services. "APPROVAL": The granting by all appropriate Regulatory Authorities of all necessary licenses, permits, approvals, authorizations and clearances for this Agreement and the registration or recording of this Agreement as required by all Regulatory Authorities. "AUTHORIZED DEALERS": Any distributor or other agent of Licensee authorized by Licensee to market, advertise or otherwise offer, on behalf of Licensee, any Licensed Services or Promotional Products under the Licensed Marks or the Licensed Copyright in the Licensed Territory. "BANKRUPTCY": With respect to a Person, means (i) the filing by such Person of a voluntary petition seeking liquidation, dissolution, reorganization, rearrangement or readjustment, in any form, of its debts under Title 11 of the United States Code (or corresponding provisions of future laws) or any other bankruptcy or insolvency law, or such Person's filing an answer consenting to, or acquiescing in any such petition; (ii) the making by such Person of any assignment for the benefit of its creditors, or the admission by such Person in writing of its inability to pay its debts as they mature; (iii) the expiration of 60 days after the filing of an involuntary petition under Title 11 of the United States Code (or corresponding provisions of future laws), an application for the appointment of a receiver for the assets of such Person, or an involuntary petition seeking liquidation, dissolution, reorganization, rearrangement or readjustment of its debts or similar relief under any bankruptcy or insolvency law, provided that, the same shall not have been vacated, set aside or stayed within such 60 day period; or (iv) the entry of an order for relief against such Person under Title 11 of the United States Bankruptcy Code. "CHANGE OF CONTROL": with respect to Licensee, shall mean the occurrence of the earlier of the following: (a) The beneficial owner (for all purposes hereof, within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) as of the Closing of a majority of (i) the outstanding shares of common stock of the Licensee (the "Outstanding Company Common Stock") or (ii) the combined voting power of the 2

outstanding voting securities of the Licensee entitled to vote generally in the election of directors of the Licensee (the "Outstanding Company Voting Securities"), ceases to beneficially own, together with its Affiliates, at least 40% of the Outstanding Common Stock or the Outstanding Company Voting Securities; or (b) A change of Control of Licensee, as determined by Licensor acting in good faith; provided that, this section (b) shall not apply until the beneficial owner as of the Closing of a majority of the Outstanding Company Common Stock or the Outstanding Company Voting Securities ceases to beneficially own, together with its Affiliates, at least 60% of the Outstanding Common Stock or the Outstanding Company Voting Securities. "CLOSING": As defined in the Restructuring Agreement. "CO-MARKETING": The marketing, promotion, advertising, offering or sale of one Person's goods or services with another Person's goods or services. "CONSUMER": An end-user of any product or service who uses that product or service. "CONTROL": means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by

outstanding voting securities of the Licensee entitled to vote generally in the election of directors of the Licensee (the "Outstanding Company Voting Securities"), ceases to beneficially own, together with its Affiliates, at least 40% of the Outstanding Common Stock or the Outstanding Company Voting Securities; or (b) A change of Control of Licensee, as determined by Licensor acting in good faith; provided that, this section (b) shall not apply until the beneficial owner as of the Closing of a majority of the Outstanding Company Common Stock or the Outstanding Company Voting Securities ceases to beneficially own, together with its Affiliates, at least 60% of the Outstanding Common Stock or the Outstanding Company Voting Securities. "CLOSING": As defined in the Restructuring Agreement. "CO-MARKETING": The marketing, promotion, advertising, offering or sale of one Person's goods or services with another Person's goods or services. "CONSUMER": An end-user of any product or service who uses that product or service. "CONTROL": means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. "COPYRIGHT": Any original works of authorship fixed in any tangible medium of expression as set forth in 17 U.S.C. ss. 101 et. seq. and any registrations and applications therefor. "DEDICATED WIRELESS DEVICES": Bi-directional cellular telecommunication devices that use Mobile Wireless Services as their sole mode of communication with other devices (other than a personal computer for purposes of synchronizing a calendar or address book) and users. "DEDICATED WIRELESS PORTALS": Portals that are used solely for, and accessed solely through, Mobile Wireless Services. "DMA": Designated marketing area, as determined by Nielson Media Research and published in its Nielson Station Index Directory and Nielson Station Index US Television Household Estimates. "EQUIPMENT AND SOFTWARE": As defined in Section 2.5. "FCC": The Federal Communications Commission and any successor governmental authority. "FIELD OF USE": The provision in the Licensed Territory of High Speed Internet Services, Ancillary Broadband Services and Equipment and Software. 3

"HIGH SPEED INTERNET SERVICES": The service of providing subscribers with use of "online services" at a digital signal rate of 128 kilobits per second or above. For purposes of this definition, "online services" means the services available over the Internet. For avoidance of doubt, the "online services" themselves are not High Speed Internet Services. "INDEMNIFIED PARTY": As defined in Section 9.3 of this Agreement. "INDEMNIFYING PARTY": As defined in Section 9.3 of this Agreement. "LICENSED COPYRIGHT": shall mean certain Copyrights of the Warner Bros. cartoon character known as ROAD RUNNER. "LICENSED MARKS": shall mean the ROAD RUNNER and the ROAD RUNNER word Mark, various depictions of the ROAD RUNNER mark and the Warner Bros. cartoon character known as ROAD RUNNER, and Licensor's Trade Dress and other indicia associated with the Warner Bros. character known as the ROAD

"HIGH SPEED INTERNET SERVICES": The service of providing subscribers with use of "online services" at a digital signal rate of 128 kilobits per second or above. For purposes of this definition, "online services" means the services available over the Internet. For avoidance of doubt, the "online services" themselves are not High Speed Internet Services. "INDEMNIFIED PARTY": As defined in Section 9.3 of this Agreement. "INDEMNIFYING PARTY": As defined in Section 9.3 of this Agreement. "LICENSED COPYRIGHT": shall mean certain Copyrights of the Warner Bros. cartoon character known as ROAD RUNNER. "LICENSED MARKS": shall mean the ROAD RUNNER and the ROAD RUNNER word Mark, various depictions of the ROAD RUNNER mark and the Warner Bros. cartoon character known as ROAD RUNNER, and Licensor's Trade Dress and other indicia associated with the Warner Bros. character known as the ROAD RUNNER, including but not limited to its characteristic "BEEP BEEP". "LICENSED SERVICES": High Speed Internet Services and Ancillary Broadband Services, each in the Licensed Territory. "LICENSED TERRITORY": The Licensed Territory shall be the United States, its territories and possessions thereof, and Canada. "LICENSEE": As defined in the Preamble to this Agreement. "LICENSEE MARKS": All Marks which are adopted, used and owned by Licensee after the Closing in connection with the Licensed Services or Promotional Products. For avoidance of doubt, Licensee Marks does not include Marks that incorporate the Licensed Marks or the Licensed Copyright. "LICENSOR": As defined in the Preamble to this Agreement. "MARK": Any name, brand, mark, trademark, service mark, sound mark, design, logo, trade dress, trade name, business name, slogan, domain name or other indicia of origin. "MARKETING MATERIALS": Any and all materials, whether written, oral, visual or in any other medium, used by Licensee or its Authorized Dealers, Resellers or Value Added Resellers or Sublicensees to market, advertise or otherwise offer any Licensed Services under the Licensed Marks or the Licensed Copyright, including but not limited to Promotional Products. "MOBILE WIRELESS SERVICES": A non-private telecommunications service that provides wide-area communication of information, including voice, data, video or combinations thereof, over a bi-directional communication path that extends through the air from a base-station to a mobile-subscriber communication device, which base-station 4

transmits and receives subscriber-addressed, communications to and from more than one addressed subscriber and wherein the communication path is switched from one such base-station to another such base-station in response to movement of the addressed subscriber's mobile communication device. Mobile Wireless Services shall not include a private telecommunications connection within or around a residence or business that provides local-area communication of information at or around such residence or business. "PERSON": Any individual, corporation, partnership, firm, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, estate, incorporated or unincorporated organization, governmental or regulatory body, business unit, or other entity. "PORTAL": An Internet web site that serves as a gateway to the Internet and that includes one or more of the

transmits and receives subscriber-addressed, communications to and from more than one addressed subscriber and wherein the communication path is switched from one such base-station to another such base-station in response to movement of the addressed subscriber's mobile communication device. Mobile Wireless Services shall not include a private telecommunications connection within or around a residence or business that provides local-area communication of information at or around such residence or business. "PERSON": Any individual, corporation, partnership, firm, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, estate, incorporated or unincorporated organization, governmental or regulatory body, business unit, or other entity. "PORTAL": An Internet web site that serves as a gateway to the Internet and that includes one or more of the following features: a search engine; electronic mail; instant messaging; chat services; or web hosting. "PROMOTIONAL PRODUCTS": Any goods or services which are used to advertise or promote any Licensed Services, such as t-shirts, golf balls, pens and the like, but not any products or services that, in Licensor's opinion acting in good faith, are not fairly characterized as being used for advertisement or promotion. "QUALITY CONTROL REPRESENTATIVES": Representatives of Licensor appointed in accordance with Article 5. "QUALITY STANDARDS": As defined in Section 5.2 of this Agreement. "REGULATORY AUTHORITY": Any regulatory, administrative or governmental entity, authority, agency, commission, tribunal or official, including without limitation, the FCC and the Export Licensing Office of the U.S. Department of Commerce. "RESELLER": Any Person other than Licensee that sells, distributes or leases Licensed Services from Licensee. "RESTRUCTURING AGREEMENT": The Restructuring Agreement, dated as of the date hereof, by and among AOL Time Warner Inc., a Delaware corporation, AT&T Corp., a New York corporation, and the other parties named therein. "ROAD RUNNER LICENSEES": Those Persons and business units that are part of Licensor as of the Closing and any other Persons who are licensed under, or otherwise permitted to use, the Licensed Marks or the Licensed Copyright by Licensor prior to or during the term of this Agreement. "SERVICE BUNDLES": A single contract offered or supplied to a Person for multiple services or systems integration contracts. For avoidance of doubt, Licensee's 5

offering of any two or more Licensed Services in a package shall not itself constitute a Service Bundle hereunder. "SIGNIFICANT BREACH BY LICENSEE": As defined in Section 4.2 of this Agreement. "STYLE GUIDELINES": The guidelines controlling certain aspects of the use of the Licensed Marks and Licensed Copyright including, but not limited to, the size, color and appearance of the Licensed Marks and Licensed Copyright as set forth in the official Style Guide to be provided to Licensee on the Closing and periodically thereafter. "SUBLICENSEE": As defined in Section 3.7 of this Agreement. "SUBMITTED MATERIALS": As defined in Section 5.2 of this Agreement. "SUBSIDIARY": With respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person.

offering of any two or more Licensed Services in a package shall not itself constitute a Service Bundle hereunder. "SIGNIFICANT BREACH BY LICENSEE": As defined in Section 4.2 of this Agreement. "STYLE GUIDELINES": The guidelines controlling certain aspects of the use of the Licensed Marks and Licensed Copyright including, but not limited to, the size, color and appearance of the Licensed Marks and Licensed Copyright as set forth in the official Style Guide to be provided to Licensee on the Closing and periodically thereafter. "SUBLICENSEE": As defined in Section 3.7 of this Agreement. "SUBMITTED MATERIALS": As defined in Section 5.2 of this Agreement. "SUBSIDIARY": With respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person. "SUCCESSOR": With respect to any party, any successor, transferee or assignee, including, without limitation, any receiver, debtor-in-possession, trustee, conservator or similar Person with respect to such party or such party's assets. "TERM": As defined in Section 4.1 of this Agreement. "TRADE DRESS": The general image or appearance of the Licensed Mark and of the Licensed Services and Marketing Materials or Promotional Products and any packaging and labeling therefor, including without limitation, the combination of colors, designs, sizing configurations, publication formats and the like as set forth in the Style Guidelines and as such trade dress may be modified or replaced pursuant to Section 8.2 of this Agreement, and such other trade dress as may be added thereto or substituted therefor in accordance with Section 8.2. "TW LICENSEES": As defined in that certain Brand License Agreement, dated as of the date hereof, by and between Time Warner Inc., a Delaware corporation, and Licensee. "VALUE ADDED RESELLER": Any Person that combines Licensed Services with additional software, services or features and then sells, distributes or leases such combinations directly to end users. 2. GRANT OF LICENSE Subject to the terms and conditions of this Agreement, Licensor makes the following royalty-free license grants: 6

2.1 High Speed Internet Services. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks and the Licensed Copyright in accordance with the Quality Standards as set forth in Article 5 to provide High Speed Internet Services in the Licensed Territory. For avoidance of doubt, outside the Licensed Territory, Licensee has no right or license to use the Licensed Marks or the Licensed Copyright in connection with High Speed Internet Services. Notwithstanding anything to the contrary contained herein, Licensor has the right to use, and license to any Person, the Licensed Marks and the Licensed Copyright throughout the world, including within the Licensed Territory, in connection with content distributed through High Speed Internet Services or any other distribution networks. Without limiting the effect of the preceding sentences in any way, Licensor agrees not to license to any Person, the Licensed Marks and the Licensed Copyright for the provision of such services using DSL (digital subscriber line), dial-up or DBS (direct broadcast satellite) technologies in the Licensed Territory. 2.2 Promotional Products. Licensor hereby grants to Licensee a non-exclusive, perpetual right and license to use the Licensed Marks and the Licensed Copyright in accordance with the Quality Standards as set forth in Article

2.1 High Speed Internet Services. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks and the Licensed Copyright in accordance with the Quality Standards as set forth in Article 5 to provide High Speed Internet Services in the Licensed Territory. For avoidance of doubt, outside the Licensed Territory, Licensee has no right or license to use the Licensed Marks or the Licensed Copyright in connection with High Speed Internet Services. Notwithstanding anything to the contrary contained herein, Licensor has the right to use, and license to any Person, the Licensed Marks and the Licensed Copyright throughout the world, including within the Licensed Territory, in connection with content distributed through High Speed Internet Services or any other distribution networks. Without limiting the effect of the preceding sentences in any way, Licensor agrees not to license to any Person, the Licensed Marks and the Licensed Copyright for the provision of such services using DSL (digital subscriber line), dial-up or DBS (direct broadcast satellite) technologies in the Licensed Territory. 2.2 Promotional Products. Licensor hereby grants to Licensee a non-exclusive, perpetual right and license to use the Licensed Marks and the Licensed Copyright in accordance with the Quality Standards as set forth in Article 5 on Promotional Products in the Licensed Territory. 2.3 Ancillary Broadband Services. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks and the Licensed Copyright in accordance with the Quality Standards as set forth in Article 5 for Ancillary Broadband Services provided in the Licensed Territory. 2.4 Portals. Licensor hereby grants to Licensee a non-exclusive perpetual right and license to use the Licensed Marks and Licensed Copyright in accordance with the Quality Standards as set forth in Article 5 on Portals that are used in connection with High Speed Internet Services provided to subscribers of the Licensed Services in the Licensed Territory; provided that, any use of the Licensed Marks or the Licensed Copyright in connection with Portals must be accompanied by a source indicator that identifies the nature of the Licensed Services (e.g., high speed online services) and said source indicator shall be in close proximity to the Licensed Marks or the Licensed Copyright and shall not appear smaller than, or less visible than the surrounding text; provided that, Licensee shall have a transitional period of three months following the Closing to ensure it is in compliance with this Section 2.4. 2.5 Equipment and Software. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks and Licensed Copyright in accordance with the Quality Standards as set forth in Article 5 on equipment and software used in connection with the provision of Licensed Services, other than the following: (a) Communication devices, such as telephones, pagers, email devices, etc.; 7

(b) Telephone answering devices; (c) Personal digital assistants; and (d) Telephone accessories (e.g., handset cords; outlet jacks; cord detanglers; amplification headsets), but including cable set top boxes, cable modems and in-home networking equipment for connecting set top boxes or cable modems with other devices for service applications (the "Equipment and Software"). 2.6 Transferability. Except as provided in Section 3.1 with respect to Resellers and Value Added Resellers, in Section 3.6 with respect to Authorized Dealers and in Section 3.7 with respect to Sublicenses, the licenses granted herein shall be non-transferable. 2.7 Request for License. If Licensee wishes to use the Licensed Marks on any goods or services other than Licensed Services and Promotional Products or on any goods or services or in any territory not expressly granted by this Agreement, it may request a grant of such license from Licensor.

(b) Telephone answering devices; (c) Personal digital assistants; and (d) Telephone accessories (e.g., handset cords; outlet jacks; cord detanglers; amplification headsets), but including cable set top boxes, cable modems and in-home networking equipment for connecting set top boxes or cable modems with other devices for service applications (the "Equipment and Software"). 2.6 Transferability. Except as provided in Section 3.1 with respect to Resellers and Value Added Resellers, in Section 3.6 with respect to Authorized Dealers and in Section 3.7 with respect to Sublicenses, the licenses granted herein shall be non-transferable. 2.7 Request for License. If Licensee wishes to use the Licensed Marks on any goods or services other than Licensed Services and Promotional Products or on any goods or services or in any territory not expressly granted by this Agreement, it may request a grant of such license from Licensor. 2.8 Reservation of Rights. Except as expressly licensed in this Article 2, Licensee shall have no rights or license to use any of the Licensed Marks or Licensed Copyright in connection with any products or services. To the extent Licensee has been granted "exclusive" rights pursuant to the provisions of this Article 2, such "exclusive" rights solely relate to the use of the Licensed Marks and the Licensed Copyright in connection with the specified provision of the Licensed Services in the Licensed Territory. Except to the extent Licensee has been granted "exclusive" rights pursuant to the provisions of this Article 2, Licensor retains the sole and exclusive right to use any Marks and Copyrights, including the Licensed Marks and the Licensed Copyright for any purpose whatsoever. Licensee covenants and agrees that it will not use any of the Licensed Marks or the Licensed Copyright in connection with any products or services or in any territory that are not expressly licensed pursuant to the provisions of this Article 2 and any such unlicensed use by Licensee of the Licensed Marks or the Licensed Copyright shall be deemed a "Significant Breach by Licensee" under Section 4.2 of this Agreement unless cured pursuant to Section 4.2(a) of this Agreement. Without in any way limiting the foregoing, Licensee shall not use the Licensed Marks or Licensed Copyright in connection with Dedicated Wireless Devices or Dedicated Wireless Portals. 3. RESTRICTIONS ON USE OF LICENSED MARK AND LICENSED COPYRIGHT 3.1 Resellers. Licensee may permit Resellers and Value Added Resellers to use the Licensed Marks and/or the Licensed Copyright on a non-exclusive basis and solely in connection with Licensed Services obtained from Licensee; provided, however, 8

that any such use shall be in accordance with the terms of this Agreement, including the Quality Standards set forth in Article 5 and such use shall only be in the same Field of Use as Licensee. For avoidance of doubt, no Reseller or Value Added Reseller may use any Licensed Marks and/or the Licensed Copyright in any manner that would violate this Agreement if performed by Licensee and any use of Licensed Marks and/or the Licensed Copyright by a Reseller or Value Added Reseller in such manner shall be deemed use by Licensee in violation of the relevant provision(s) of this Agreement. 3.2 Use of Licensed Marks or Licensed Copyright with Licensee Marks. Any use by Licensee of Licensee Marks in conjunction with the Licensed Marks or the Licensed Copyright must comply with all other terms of this Agreement, including without limitation, the Quality Standards set forth in Article 5. 3.3 Bundling. Licensee may use the Licensed Marks and the Licensed Copyright in connection with Service Bundles in accordance with the Quality Standards set forth in Article 5 on a non-exclusive basis if: (a) The Service Bundle is predominantly built around a Licensed Service or is provided in conjunction with an Affiliate of Licensor; and

that any such use shall be in accordance with the terms of this Agreement, including the Quality Standards set forth in Article 5 and such use shall only be in the same Field of Use as Licensee. For avoidance of doubt, no Reseller or Value Added Reseller may use any Licensed Marks and/or the Licensed Copyright in any manner that would violate this Agreement if performed by Licensee and any use of Licensed Marks and/or the Licensed Copyright by a Reseller or Value Added Reseller in such manner shall be deemed use by Licensee in violation of the relevant provision(s) of this Agreement. 3.2 Use of Licensed Marks or Licensed Copyright with Licensee Marks. Any use by Licensee of Licensee Marks in conjunction with the Licensed Marks or the Licensed Copyright must comply with all other terms of this Agreement, including without limitation, the Quality Standards set forth in Article 5. 3.3 Bundling. Licensee may use the Licensed Marks and the Licensed Copyright in connection with Service Bundles in accordance with the Quality Standards set forth in Article 5 on a non-exclusive basis if: (a) The Service Bundle is predominantly built around a Licensed Service or is provided in conjunction with an Affiliate of Licensor; and (b) Licensee is in compliance with its material obligations under any supply agreement with Licensor, a TW Licensee or a ROAD RUNNER Licensee for all elements that are included in the Service Bundle, if any such agreement is in place. 3.4 Co-Marketing. (a) Licensee may not use the Licensed Marks or the Licensed Copyright in Co-Marketing without Licensor's prior written consent, not to be unreasonably withheld. (b) Any use of the Licensed Marks or Licensed Copyright in connection with approved Co-Marketing shall comply with the Quality Standards set forth in Article 5 and Licensor's Co-Marketing Guidelines, as in effect from time to time. 3.5 General Purpose Credit Cards. Licensee may not permit Licensed Marks or the Licensed Copyright to be used on or in connection with any consumer general credit card. 3.6 Dealers. Licensee may grant Authorized Dealers limited permission to use the Licensed Marks and the Licensed Copyright on a non-exclusive basis and solely in connection with the provision of Licensed Services obtained from Licensee; provided, however, that any such use shall be in accordance with the terms of this Agreement, including the Quality Standards set forth in Article 5 and as set forth in the Style Guidelines, and such use shall only be in the same Field of Use as Licensee. For avoidance of doubt, no Authorized Dealer may use any Licensed Marks or the Licensed 9

Copyright in any manner that would violate this Agreement if performed by Licensee and any use of Licensed Marks and the Licensed Copyright by an Authorized Dealer, in such manner shall be deemed use by Licensee in violation of the relevant provision(s) of this Agreement. 3.7 Sublicenses. Notwithstanding anything to the contrary herein, Licensee shall have the right to grant sublicenses to use the Licensed Marks and the Licensed Copyright for Licensed Services or Promotional Products to its Subsidiaries (a "Sublicensee"), provided, however, that any such use shall be in accordance with the terms of this Agreement including the Quality Standards set forth in Article 5 and that the sublicense granted to such Person shall only be effective for so long as such Person remains a Subsidiary of Licensee. Except as otherwise expressly provided in this Article 3, Licensee shall have no right to sublicense the Licensed Marks or the Licensed Copyright. 4. TERM AND TERMINATION 4.1 Term. This Agreement shall remain in effect unless terminated in accordance with the provisions hereof.

Copyright in any manner that would violate this Agreement if performed by Licensee and any use of Licensed Marks and the Licensed Copyright by an Authorized Dealer, in such manner shall be deemed use by Licensee in violation of the relevant provision(s) of this Agreement. 3.7 Sublicenses. Notwithstanding anything to the contrary herein, Licensee shall have the right to grant sublicenses to use the Licensed Marks and the Licensed Copyright for Licensed Services or Promotional Products to its Subsidiaries (a "Sublicensee"), provided, however, that any such use shall be in accordance with the terms of this Agreement including the Quality Standards set forth in Article 5 and that the sublicense granted to such Person shall only be effective for so long as such Person remains a Subsidiary of Licensee. Except as otherwise expressly provided in this Article 3, Licensee shall have no right to sublicense the Licensed Marks or the Licensed Copyright. 4. TERM AND TERMINATION 4.1 Term. This Agreement shall remain in effect unless terminated in accordance with the provisions hereof. 4.2 Termination. Notwithstanding the foregoing, Licensor shall have the right, subject to Section 4.3 below, to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to this Agreement, or in law or equity or otherwise, upon the occurrence of a Significant Breach by Licensee. A "Significant Breach by Licensee" shall mean, after exhaustion of any applicable cure periods set forth in this Agreement, any one or more of the following events: (a) Any of Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee uses the Licensed Marks or the Licensed Copyright in a manner which fails to comply in all material respects with the provisions of this Agreement, and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or (b) Any use of the Licensed Marks or the Licensed Copyright by any of the Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee fails to comply in all material respects with the Quality Standards set forth in Article 5 and continues for more than sixty (60) days after written notice thereof has been given to the Licensee in accordance with Section 6.1; or (c) Licensee fails to provide performance data and representative samples of Marketing Materials to Licensor's Quality Control Representative for the purposes permitted hereunder pursuant to the provisions of Section 5.3 hereof and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or 10

(d) Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee fails to comply with any material laws, regulations or industry standards, or any governmental agency, Regulatory Authority or other body, office or official vested with appropriate authority finds that the services or products being offered under the Licensed Marks and/or Licensed Copyright are being provided in contravention of material, applicable laws, regulations or standards and fails to cure such breach within sixty (60) days of receipt of written notice of such breach or such date as is set by the relevant Regulatory Authority, whichever is earlier; or (e) Licensee fails to deliver to Licensor or to maintain in full force and effect the insurance referred to in Section 9.4 hereof and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or (f) Licensee shall be unable to pay its debts in the ordinary course of business or when they become due, or shall file for Bankruptcy; or (g) Any other material breach of this Agreement by Licensee, its Authorized Dealers, Resellers, Value Added Resellers or any Sublicensee which breach continues for more than sixty (60) days after written notice thereof has been given to Licensee, except as may otherwise be provided in Section 6.1; or (h) A Change of Control shall have occurred with respect to Licensee; or (i) Licensee's breach of Section 12.1, which breach continues for more than sixty (60) days after written notice

(d) Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee fails to comply with any material laws, regulations or industry standards, or any governmental agency, Regulatory Authority or other body, office or official vested with appropriate authority finds that the services or products being offered under the Licensed Marks and/or Licensed Copyright are being provided in contravention of material, applicable laws, regulations or standards and fails to cure such breach within sixty (60) days of receipt of written notice of such breach or such date as is set by the relevant Regulatory Authority, whichever is earlier; or (e) Licensee fails to deliver to Licensor or to maintain in full force and effect the insurance referred to in Section 9.4 hereof and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or (f) Licensee shall be unable to pay its debts in the ordinary course of business or when they become due, or shall file for Bankruptcy; or (g) Any other material breach of this Agreement by Licensee, its Authorized Dealers, Resellers, Value Added Resellers or any Sublicensee which breach continues for more than sixty (60) days after written notice thereof has been given to Licensee, except as may otherwise be provided in Section 6.1; or (h) A Change of Control shall have occurred with respect to Licensee; or (i) Licensee's breach of Section 12.1, which breach continues for more than sixty (60) days after written notice thereof has been given to Licensee and which breach Licensor reasonably determines has a material adverse effect on Licensor or the Licensed Marks or Licensed Copyright; or (j) Licensee shall materially breach any other agreement in effect between Licensee on the one hand and Licensor on the other and Licensor reasonably determines that such breach has a material adverse effect on the relationship between Licensee and the Licensor that is not reasonably capable of being cured. 4.3 Notice of Termination. In the event any "Significant Breach by Licensee" occurs, Licensor may give notice of termination in writing to Licensee, whereupon this Agreement shall immediately terminate. 4.4 Effect of Termination. In the event this Agreement is terminated pursuant to this Article, Licensee shall immediately cease use, and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to immediately cease use, of the Licensed Marks and the Licensed Copyright upon the effective date of such 11

termination. Immediately following the termination of this Agreement, Licensee shall return to Licensor all Marketing Materials, Promotional Products and all other materials and tangible property bearing the Licensed Marks or the Licensed Copyright. 4.5 Other Rights Unaffected. It is understood and agreed that termination of this Agreement by Licensor on any ground shall be without prejudice to any other remedies at law or equity or otherwise which Licensor may have. 4.6 Bankruptcy. This Agreement constitutes a license of "intellectual property" within the meaning of Section 365 (n) of the United States Bankruptcy Code. If Section 365(n) of the United States Bankruptcy Code (or any successor provision) is applicable, and the trustee or debtor-in-possession has rejected this Agreement and if the Licensee has elected pursuant to Section 365(n) to retain its rights hereunder, then upon written request of Licensee, to the extent Licensee is otherwise entitled hereunder, the trustee or debtor-in-possession shall provide to Licensee any intellectual property (including embodiments thereof) held or controlled by the trustee or debtorin-possession. 5. QUALITY CONTROL 5.1 General. Licensee acknowledges that the provision of Licensed Services and Promotional Products under the Licensed Marks and the Licensed Copyright pursuant to the terms of this Agreement must be of sufficiently high quality as to protect the Licensed Marks and the Licensed Copyright and the goodwill they symbolize. Licensee

termination. Immediately following the termination of this Agreement, Licensee shall return to Licensor all Marketing Materials, Promotional Products and all other materials and tangible property bearing the Licensed Marks or the Licensed Copyright. 4.5 Other Rights Unaffected. It is understood and agreed that termination of this Agreement by Licensor on any ground shall be without prejudice to any other remedies at law or equity or otherwise which Licensor may have. 4.6 Bankruptcy. This Agreement constitutes a license of "intellectual property" within the meaning of Section 365 (n) of the United States Bankruptcy Code. If Section 365(n) of the United States Bankruptcy Code (or any successor provision) is applicable, and the trustee or debtor-in-possession has rejected this Agreement and if the Licensee has elected pursuant to Section 365(n) to retain its rights hereunder, then upon written request of Licensee, to the extent Licensee is otherwise entitled hereunder, the trustee or debtor-in-possession shall provide to Licensee any intellectual property (including embodiments thereof) held or controlled by the trustee or debtorin-possession. 5. QUALITY CONTROL 5.1 General. Licensee acknowledges that the provision of Licensed Services and Promotional Products under the Licensed Marks and the Licensed Copyright pursuant to the terms of this Agreement must be of sufficiently high quality as to protect the Licensed Marks and the Licensed Copyright and the goodwill they symbolize. Licensee further acknowledges that the maintenance of high quality services is of the essence in this Agreement, as is the use of the Licensed Marks and the Licensed Copyright in connection therewith. In order to preserve the inherent value of the Licensed Marks and the Licensed Copyright, Licensee agrees to use its best efforts to ensure that the services and activities to be marketed, promoted, offered and provided by Licensee, Authorized Dealers, Resellers, Value Added Resellers and Sublicensees under the Licensed Marks and the Licensed Copyright pursuant to this Agreement shall be of a quality and nature comparable to the products, services and activities provided by Licensor, itself or through its Affiliates, as of the date of this Agreement. Licensee further agrees that it will utilize only Marketing Materials which do not disparage or place in disrepute Licensor, its businesses or its business reputation, and do not adversely affect or detract from Licensor's goodwill or the goodwill appurtenant to the Licensed Marks and the Licensed Copyright and will use the Licensed Marks and the Licensed Copyright in ways which will not adversely affect Licensor's business reputation and goodwill. 5.2 Quality Standards. Licensee agrees to comply and maintain compliance with the Quality Standards, specifications and rights of approval of Licensor with respect to any and all usage of the Licensed Marks and Licensed Copyright on or in relation to the Licensed Services, Portals, Marketing Materials and Promotional Products throughout the Term. To that end, any and all usage of the Licensed Marks and Licensed Copyright by Licensee, Authorized Dealers, Resellers, Value Added Resellers and Sublicensees 12

shall comply with the following standards, specifications and rights of approval (the "Quality Standards"): (a) Licensee shall use the Licensed Marks and the Licensed Copyright only in a style and manner commensurate with the current standards and reputation for quality associated with the Licensed Marks and only in the style and manner that has been expressly approved in advance by Licensor, as provided herein. Such approval is within the sole discretion of Licensor acting in good faith and is designed to protect the Licensed Marks and the Licensed Copyright and Licensor's rights therein. (b) Licensee shall submit to Licensor for prior written approval prototypes of all products and materials including, but not limited to, Marketing Materials and Promotional Products and any packaging and labeling therefor bearing the Licensed Marks and/or the Licensed Copyright (the "Submitted Materials"). Such approval is within the sole discretion of Licensor acting in good faith. Licensor shall provide its approval or disapproval within a reasonable time after Licensor receives such Submitted Materials. In the event that Licensor disapproves any of the submissions, Licensee shall make modifications consistent with those specified by Licensor and shall resubmit the relevant materials to Licensor for approval. Provided Licensor has given approval of the style(s) and general use(s) of any Submitted Materials, Licensee may use such Submitted Materials in those styles and for such purposes, without material change, subject to periodic review by Licensor at Licensor's request. Licensee shall

shall comply with the following standards, specifications and rights of approval (the "Quality Standards"): (a) Licensee shall use the Licensed Marks and the Licensed Copyright only in a style and manner commensurate with the current standards and reputation for quality associated with the Licensed Marks and only in the style and manner that has been expressly approved in advance by Licensor, as provided herein. Such approval is within the sole discretion of Licensor acting in good faith and is designed to protect the Licensed Marks and the Licensed Copyright and Licensor's rights therein. (b) Licensee shall submit to Licensor for prior written approval prototypes of all products and materials including, but not limited to, Marketing Materials and Promotional Products and any packaging and labeling therefor bearing the Licensed Marks and/or the Licensed Copyright (the "Submitted Materials"). Such approval is within the sole discretion of Licensor acting in good faith. Licensor shall provide its approval or disapproval within a reasonable time after Licensor receives such Submitted Materials. In the event that Licensor disapproves any of the submissions, Licensee shall make modifications consistent with those specified by Licensor and shall resubmit the relevant materials to Licensor for approval. Provided Licensor has given approval of the style(s) and general use(s) of any Submitted Materials, Licensee may use such Submitted Materials in those styles and for such purposes, without material change, subject to periodic review by Licensor at Licensor's request. Licensee shall not make any material change to the Submitted Materials as approved by Licensor without Licensor's prior written approval. (c) The provisions of Section 7.4 of this Agreement; (d) All quality, style and image standards for use of the Licensed Marks and Licensed Copyrights delivered by Licensor to Licensee, including the LOONEY TUNES characters and ROAD RUNNER Style Guides and any other Style Guidelines delivered by Licensor to Licensee, however, it being understood and agreed that any written instructions delivered from Licensor to Licensee shall take priority over such style guide in the event of any conflict; (e) Licensor's Usage Guidelines, as in effect from time to time and as currently set forth in the Style Guidelines; and (f) Licensor's Trade Dress guidelines as in effect from time to time and as currently set forth in the Style Guidelines. 13

Licensee acknowledges that the Quality Standards may be modified from time to time as may be necessary to continue to protect and preserve the image, reputation and goodwill attached to the Licensed Marks and the Licensed Copyright. 5.3 Quality Service Reviews. (a) Licensee agrees to collect, maintain and furnish to the Quality Control Representatives all performance data relating to the Licensed Services reasonably requested by the Quality Control Representatives and representative samples of Marketing Materials that are marketed or provided under the Licensed Marks or the Licensed Copyright to assure conformance of the Licensed Services and the Marketing Materials with the Quality Standards. At Licensor's reasonable request, Licensee shall send copies to Licensor of performance data relating to technical performance or conformance of the Licensed Services hereunder with the Quality Standards as previously provided by Licensee. Any such data provided to Licensor shall be treated confidentially in accordance with Article 17. (b) Licensor may independently, at its own cost, conduct continuous customer satisfaction and other surveys to determine if Licensee is meeting the Quality Standards in connection with its use of the Licensed Marks or the Licensed Copyright in the Licensed Services. Licensee shall cooperate, at Licensor's expense, with Licensor fully in the distribution and conduct of such surveys, and otherwise as may be reasonably necessary to verify Licensee's compliance with the Quality Standards, so long as such cooperation shall not unreasonably interfere with the conduct of Licensee's business. If Licensor learns that Licensee is not complying with the Quality

Licensee acknowledges that the Quality Standards may be modified from time to time as may be necessary to continue to protect and preserve the image, reputation and goodwill attached to the Licensed Marks and the Licensed Copyright. 5.3 Quality Service Reviews. (a) Licensee agrees to collect, maintain and furnish to the Quality Control Representatives all performance data relating to the Licensed Services reasonably requested by the Quality Control Representatives and representative samples of Marketing Materials that are marketed or provided under the Licensed Marks or the Licensed Copyright to assure conformance of the Licensed Services and the Marketing Materials with the Quality Standards. At Licensor's reasonable request, Licensee shall send copies to Licensor of performance data relating to technical performance or conformance of the Licensed Services hereunder with the Quality Standards as previously provided by Licensee. Any such data provided to Licensor shall be treated confidentially in accordance with Article 17. (b) Licensor may independently, at its own cost, conduct continuous customer satisfaction and other surveys to determine if Licensee is meeting the Quality Standards in connection with its use of the Licensed Marks or the Licensed Copyright in the Licensed Services. Licensee shall cooperate, at Licensor's expense, with Licensor fully in the distribution and conduct of such surveys, and otherwise as may be reasonably necessary to verify Licensee's compliance with the Quality Standards, so long as such cooperation shall not unreasonably interfere with the conduct of Licensee's business. If Licensor learns that Licensee is not complying with the Quality Standards in any material respect, it shall notify Licensee and the provisions of Article 6 shall apply to such noncompliance. (c) If Licensee learns that it is not complying with the Quality Standards in any material respect, it shall notify Licensor, and the provisions of Article 6 shall apply to such non-compliance. 5.4 Authorized Dealers, Resellers, Value Added Resellers and Sublicensees. Licensee shall provide to Licensor within ten (10) days after the expiration of each calendar year a list of all Sublicensees and a list of all material Authorized Dealers, Resellers and Value Added Resellers. Licensor shall have the right, exercisable in its reasonable discretion, to give Licensee notice requiring Licensee to terminate any Authorized Dealer, Reseller, Value Added Reseller or Sublicensee that Licensor reasonably believes is not in compliance with the Quality Standards (after notice of such non-compliance and a reasonable opportunity to cure has been granted to such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee) effective no later than 14

thirty (30) days from the date such notice is given by Licensor to Licensee. All Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall be bound by the Quality Standards and by Licensee's obligations under this Agreement. A breach by any such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee of this Agreement shall be deemed a breach of this Agreement by Licensee; provided that, Licensee's termination of such breaching Authorized Dealer, Reseller, Value Added Reseller or Sublicensee shall be deemed to cure any such breach. 6. REMEDIES FOR NON-COMPLIANCE WITH QUALITY STANDARDS 6.1 Non-compliance with Quality Standards and Cure. (a) If Licensor becomes aware that Licensee or its Authorized Dealers, Resellers, Value Added Resellers or Sublicensees, are not complying with any Quality Standards in any material respect, Licensor shall notify Licensee in writing of such non-compliance, setting forth, in reasonable detail, a description of the non-compliance and, to the extent such information is available, any suggestions for curing such non-compliance. Licensee shall cure such non-compliance as soon as is practicable but in any event within sixty (60) days thereafter. In the event that the non-compliance with the Quality Standards is being caused by an Authorized Dealer, Reseller, Value Added Reseller or Sublicensee, Licensee's termination of such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee shall be deemed to cure such non-compliance.

thirty (30) days from the date such notice is given by Licensor to Licensee. All Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall be bound by the Quality Standards and by Licensee's obligations under this Agreement. A breach by any such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee of this Agreement shall be deemed a breach of this Agreement by Licensee; provided that, Licensee's termination of such breaching Authorized Dealer, Reseller, Value Added Reseller or Sublicensee shall be deemed to cure any such breach. 6. REMEDIES FOR NON-COMPLIANCE WITH QUALITY STANDARDS 6.1 Non-compliance with Quality Standards and Cure. (a) If Licensor becomes aware that Licensee or its Authorized Dealers, Resellers, Value Added Resellers or Sublicensees, are not complying with any Quality Standards in any material respect, Licensor shall notify Licensee in writing of such non-compliance, setting forth, in reasonable detail, a description of the non-compliance and, to the extent such information is available, any suggestions for curing such non-compliance. Licensee shall cure such non-compliance as soon as is practicable but in any event within sixty (60) days thereafter. In the event that the non-compliance with the Quality Standards is being caused by an Authorized Dealer, Reseller, Value Added Reseller or Sublicensee, Licensee's termination of such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee shall be deemed to cure such non-compliance. (b) If such non-compliance with the Quality Standards continues beyond the applicable cure periods described above, Licensee shall: (i) and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to, immediately cease any Licensed Services and Promotional Products using the Licensed Marks and/or the Licensed Copyright in the DMA in which it is in non-compliance until it is in compliance with the Quality Standards, subject to the provisions below; and (ii) be deemed to be in breach of this Agreement. (c) The waiver by Licensor of a single event of non-compliance or a succession of events shall not deprive Licensor of any rights under this Agreement arising by reason of any subsequent event of non-compliance. 6.2 Potential Injury to Persons or Property. Notwithstanding the provisions of Section 6.1, in the event that Licensor reasonably determines that any non-compliance creates a material threat of personal injury or injury to property of any third party, upon notice thereof by Licensor to Licensee, Licensee shall cure such noncompliance as soon as practicable but in any event within sixty (60) days after receiving such notice. If the 15

non-compliance continues beyond such cure period, Licensee shall (and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to) either cease using the Licensed Marks in connection with any Licensed Services and Promotional Products in the DMA in which it is not in compliance until it is in compliance with the Quality Standards, subject to the provisions of Section 6.3 below, or be deemed to be in breach of this Agreement. 6.3 Licensor's Rights to License Others. In addition to the rights granted to Licensor pursuant to Article 4, "Term and Termination," in the event that Licensee is required to cease offering or providing any Licensed Services or Promotional Products using the Licensed Marks or the Licensed Copyright in a DMA by reason of its failure to comply with the Quality Standards and to cure such failure within the applicable cure periods, Licensor may immediately terminate Licensee's rights under this Agreement with respect to such DMA, and may license other Persons to use the Licensed Marks and the Licensed Copyright on Licensed Services and Promotional Products, even if the license granted hereunder was an exclusive license in that DMA. 7. PROTECTION OF LICENSED MARKS AND LICENSED COPYRIGHT 7.1 Ownership and Rights to the Licensed Marks and Licensed Copyright. (a) Licensee acknowledges the great value of the goodwill associated with the Licensed Marks and the Licensed Copyright, and acknowledges that the Licensed Marks and the Licensed Copyright and all the rights therein, including in and to any modifications, enhancements and derivative works created with respect thereto, and

non-compliance continues beyond such cure period, Licensee shall (and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to) either cease using the Licensed Marks in connection with any Licensed Services and Promotional Products in the DMA in which it is not in compliance until it is in compliance with the Quality Standards, subject to the provisions of Section 6.3 below, or be deemed to be in breach of this Agreement. 6.3 Licensor's Rights to License Others. In addition to the rights granted to Licensor pursuant to Article 4, "Term and Termination," in the event that Licensee is required to cease offering or providing any Licensed Services or Promotional Products using the Licensed Marks or the Licensed Copyright in a DMA by reason of its failure to comply with the Quality Standards and to cure such failure within the applicable cure periods, Licensor may immediately terminate Licensee's rights under this Agreement with respect to such DMA, and may license other Persons to use the Licensed Marks and the Licensed Copyright on Licensed Services and Promotional Products, even if the license granted hereunder was an exclusive license in that DMA. 7. PROTECTION OF LICENSED MARKS AND LICENSED COPYRIGHT 7.1 Ownership and Rights to the Licensed Marks and Licensed Copyright. (a) Licensee acknowledges the great value of the goodwill associated with the Licensed Marks and the Licensed Copyright, and acknowledges that the Licensed Marks and the Licensed Copyright and all the rights therein, including in and to any modifications, enhancements and derivative works created with respect thereto, and goodwill attached thereto, belong exclusively to Licensor. In addition, Licensee acknowledges that all Marketing Materials and Promotional Products and all other materials and tangible items bearing the Licensed Marks or the Licensed Copyright and created pursuant to this Agreement by, or on behalf of, Licensee or any Authorized Dealers, Resellers, Value Added Resellers or Sublicensees, except for any separable portion thereof which includes a trademark, copyright or other intellectual property right owned by Licensee or a third party, shall be deemed "Works Made For Hire" as such term is defined in Section 101 of the United States Copyright Act of 1976, as amended, provided, however, that if it is finally determined by a court of competent jurisdiction that any such material or tangible item does not constitute a "Work Made For Hire" then all right, title and interest in and to such material and tangible item, including copyrights throughout the world, except for any separable portion thereof which includes a trademark, copyright or other intellectual property right owned by Licensee or a third party, shall be deemed assigned and transferred to Licensor by this Agreement. With respect to any third party or any employee of Licensee who makes or has made any contribution to the creation of any Marketing Materials and 16

Promotional Goods and all other materials and tangible items bearing the Licensed Marks or the Licensed Copyright hereunder, Licensee agrees to obtain from such third party or employee a full confirmation and assignment of rights so that the foregoing rights shall vest fully in Licensor, in the form of an agreement to be provided to Licensee by Licensor prior to commencing work, which agreement ensures that all rights in any materials incorporating a Licensed Mark or the Licensed Copyright arise in and are assigned to Licensor, except for any separable portion thereof which includes a Mark, Copyright or other intellectual property right owned by Licensee or a third party. Licensee assumes all responsibility for such third parties and employees and agrees that Licensee shall bear any and all risks arising out of or relating to the performance of services by such third parties and employees and to the fulfillment of their obligations set forth in this Section 7.1(a). Subject to the terms and conditions of this Agreement, Licensor grants Licensee an exclusive right to use derivative works created by Licensee incorporating the Licensed Copyright in connection with the Licensed Services in the Licensed Territory for the Term of this Agreement. (b) Licensee will not, at any time, disparage, dilute or adversely affect the validity of the Licensed Marks and the Licensed Copyright or take any action, or otherwise suffer to be done any act or thing which may at any time, in any way materially adversely affect any rights of Licensor in and to the Licensed Marks and the Licensed Copyright, or any registrations thereof or which, directly or indirectly, may materially reduce the value of the Licensed Marks and the Licensed Copyright or detract from their reputation. (c) Licensee agrees that any and all goodwill and other rights that may be acquired by the use of the Licensed

Promotional Goods and all other materials and tangible items bearing the Licensed Marks or the Licensed Copyright hereunder, Licensee agrees to obtain from such third party or employee a full confirmation and assignment of rights so that the foregoing rights shall vest fully in Licensor, in the form of an agreement to be provided to Licensee by Licensor prior to commencing work, which agreement ensures that all rights in any materials incorporating a Licensed Mark or the Licensed Copyright arise in and are assigned to Licensor, except for any separable portion thereof which includes a Mark, Copyright or other intellectual property right owned by Licensee or a third party. Licensee assumes all responsibility for such third parties and employees and agrees that Licensee shall bear any and all risks arising out of or relating to the performance of services by such third parties and employees and to the fulfillment of their obligations set forth in this Section 7.1(a). Subject to the terms and conditions of this Agreement, Licensor grants Licensee an exclusive right to use derivative works created by Licensee incorporating the Licensed Copyright in connection with the Licensed Services in the Licensed Territory for the Term of this Agreement. (b) Licensee will not, at any time, disparage, dilute or adversely affect the validity of the Licensed Marks and the Licensed Copyright or take any action, or otherwise suffer to be done any act or thing which may at any time, in any way materially adversely affect any rights of Licensor in and to the Licensed Marks and the Licensed Copyright, or any registrations thereof or which, directly or indirectly, may materially reduce the value of the Licensed Marks and the Licensed Copyright or detract from their reputation. (c) Licensee agrees that any and all goodwill and other rights that may be acquired by the use of the Licensed Marks and the Licensed Copyright by Licensee shall inure to the sole benefit of Licensor. Nothing contained in this Agreement shall be construed as an assignment or grant to Licensee of any right, title or interest in or to the Licensed Marks or the Licensed Copyright, or any of Licensor's other Marks or Copyrights, it being understood that all rights relating thereto are reserved by Licensor, except for the license hereunder to Licensee of the right to use the Licensed Marks or the Licensed Copyright only as specifically and expressly provided herein. Licensee further acknowledges that it will not obtain any ownership interest in the Licensed Marks or the Licensed Copyright or any other right or entitlement to continued use of them, regardless of how long this Agreement remains in effect and regardless of any reason or lack of reason for the termination thereof by Licensor; provided that by making this acknowledgment Licensee is not waiving, and does not intend to 17

waive, any contractual rights hereunder or its remedies upon a breach hereof by Licensor. (d) Licensee shall not (i) attack Licensor's title or right in and to the Licensed Marks or the Licensed Copyright as they relate to the Licensed Services in any jurisdiction or attack the validity of this license or the Licensed Marks or the Licensed Copyright or (ii) contest the fact that Licensee's rights under this Agreement cease upon termination of this Agreement. The provisions of this Section 7.1 shall survive the termination of this Agreement. (e) Licensee will not grant or attempt to grant a security interest in the Licensed Marks or the Licensed Copyright or this Agreement, or to record any security interest in the United States Patent and Trademark Office, the United States Copyright Office or elsewhere, against any Mark or Copyright application or registration belonging to Licensor. (f) Licensee shall, at Licensor's expense, cooperate fully and in good faith with Licensor for the purpose of securing, preserving and protecting Licensor's rights in and to the Licensed Marks or the Licensed Copyright. At the request of Licensor, and at Licensor's expense, Licensee shall execute and deliver to Licensor any and all documents and do all other reasonable acts and things which Licensor deems necessary or appropriate to make fully effective or to implement the provisions of this Agreement relating to the ownership, registration, maintenance or renewal of the Licensed Marks. For purposes of this Agreement, Licensee and any Sublicensees shall be considered a "related company" under the U.S. Trademark Act, 15 U.S.C. Section 1051 et seq. (g) The parties acknowledge and agree that the protection of the Licensed Marks and the Licensed Copyright and the goodwill attached thereto are material provisions of this Agreement. 7.2 Similar Marks. Licensee agrees not to register in any country any Mark or Copyright resembling or confusingly similar to the Licensed Marks or the Licensed Copyright, or which dilutes the Licensed Marks or the

waive, any contractual rights hereunder or its remedies upon a breach hereof by Licensor. (d) Licensee shall not (i) attack Licensor's title or right in and to the Licensed Marks or the Licensed Copyright as they relate to the Licensed Services in any jurisdiction or attack the validity of this license or the Licensed Marks or the Licensed Copyright or (ii) contest the fact that Licensee's rights under this Agreement cease upon termination of this Agreement. The provisions of this Section 7.1 shall survive the termination of this Agreement. (e) Licensee will not grant or attempt to grant a security interest in the Licensed Marks or the Licensed Copyright or this Agreement, or to record any security interest in the United States Patent and Trademark Office, the United States Copyright Office or elsewhere, against any Mark or Copyright application or registration belonging to Licensor. (f) Licensee shall, at Licensor's expense, cooperate fully and in good faith with Licensor for the purpose of securing, preserving and protecting Licensor's rights in and to the Licensed Marks or the Licensed Copyright. At the request of Licensor, and at Licensor's expense, Licensee shall execute and deliver to Licensor any and all documents and do all other reasonable acts and things which Licensor deems necessary or appropriate to make fully effective or to implement the provisions of this Agreement relating to the ownership, registration, maintenance or renewal of the Licensed Marks. For purposes of this Agreement, Licensee and any Sublicensees shall be considered a "related company" under the U.S. Trademark Act, 15 U.S.C. Section 1051 et seq. (g) The parties acknowledge and agree that the protection of the Licensed Marks and the Licensed Copyright and the goodwill attached thereto are material provisions of this Agreement. 7.2 Similar Marks. Licensee agrees not to register in any country any Mark or Copyright resembling or confusingly similar to the Licensed Marks or the Licensed Copyright, or which dilutes the Licensed Marks or the Licensed Copyright, and not to use the Licensed Marks, or any independently protectible part of any such Marks or Copyright, as part of its corporate name (unless otherwise agreed by Licensor), nor use (except in accordance with Article 8) any Mark or Copyright confusingly similar, deceptive or (except in accordance with Article 8) misleading with respect to the Licensed Marks or the Licensed Copyright, or which dilutes the Licensed Marks or the Licensed Copyright. If any application for registration is, or has been filed in any country by Licensee which relates to any Mark or Copyright which, in the sole and reasonable opinion of Licensor, is confusingly similar, deceptive or misleading with respect to the Licensed Marks or the Licensed Copyright, or which dilutes the Licensed 18

Marks or the Licensed Copyright, Licensee shall, at Licensor's sole discretion, immediately abandon any such application or registration or, at Licensor's election, assign it (free and clear of any liens and encumbrances, and for consideration of $1.00, the adequacy and sufficiency of which is hereby acknowledged by Licensor) to Licensor. If Licensee uses any Mark or Copyright which, in Licensor's reasonable opinion, is confusingly similar, deceptive or misleading with respect to the Licensed Marks or the Licensed Copyright, or which dilutes the Licensed Marks or the Licensed Copyright, or if Licensee uses the Licensed Marks or the Licensed Copyright in connection with any product, or any service or in any territory not specifically authorized hereunder, Licensee shall, immediately upon receiving a written request from Licensor, permanently cease such use. 7.3 Infringement. In the event that either party learns of any infringement or threatened infringement of the Licensed Marks or the Licensed Copyright, or any unfair competition, passing-off or dilution with respect to the Licensed Marks or the Licensed Copyright (each such event, an "Infringement"), such party shall promptly notify the other party or its authorized representative giving particulars thereof, and Licensee shall provide necessary information and reasonable assistance, at Licensor's expense, to Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced. Licensor shall have exclusive control of any litigation, opposition, cancellation or other legal proceedings relating to an alleged Infringement. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of Licensor, and all recoveries shall belong exclusively to Licensor. Licensee shall not take any action to enforce, protect or defend the Licensed Marks or the Licensed Copyright without the prior written consent of Licensor's General Counsel. Licensee will not initiate any such litigation, opposition, cancellation or related legal proceedings in its own name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to

Marks or the Licensed Copyright, Licensee shall, at Licensor's sole discretion, immediately abandon any such application or registration or, at Licensor's election, assign it (free and clear of any liens and encumbrances, and for consideration of $1.00, the adequacy and sufficiency of which is hereby acknowledged by Licensor) to Licensor. If Licensee uses any Mark or Copyright which, in Licensor's reasonable opinion, is confusingly similar, deceptive or misleading with respect to the Licensed Marks or the Licensed Copyright, or which dilutes the Licensed Marks or the Licensed Copyright, or if Licensee uses the Licensed Marks or the Licensed Copyright in connection with any product, or any service or in any territory not specifically authorized hereunder, Licensee shall, immediately upon receiving a written request from Licensor, permanently cease such use. 7.3 Infringement. In the event that either party learns of any infringement or threatened infringement of the Licensed Marks or the Licensed Copyright, or any unfair competition, passing-off or dilution with respect to the Licensed Marks or the Licensed Copyright (each such event, an "Infringement"), such party shall promptly notify the other party or its authorized representative giving particulars thereof, and Licensee shall provide necessary information and reasonable assistance, at Licensor's expense, to Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced. Licensor shall have exclusive control of any litigation, opposition, cancellation or other legal proceedings relating to an alleged Infringement. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of Licensor, and all recoveries shall belong exclusively to Licensor. Licensee shall not take any action to enforce, protect or defend the Licensed Marks or the Licensed Copyright without the prior written consent of Licensor's General Counsel. Licensee will not initiate any such litigation, opposition, cancellation or related legal proceedings in its own name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to enforce its rights in the Licensed Marks or the Licensed Copyright; provided that Licensor shall reimburse Licensee for all reasonable out-of-pocket costs and expenses incurred by Licensee, its Affiliates and authorized representatives (and their respective directors, officers, stockholder, employees and agents) in connection with their participation in such action. Nothing in this Agreement shall require, or be deemed to require Licensor to enforce the Licensed Marks or the Licensed Copyright against others. Licensor shall keep all monies derived from litigation or legal proceeding or from settlement of Infringement. 7.4 Compliance with Legal Requirements. (a) In the performance of this Agreement, Licensee shall comply in all material respects with all applicable laws and regulations and administrative orders, including those laws and regulations particularly pertaining to the proper use and designation of Marks and Copyrights in the Licensed Territory. (b) Licensee shall duly display those legal notices as shall be provided by Licensor acting in good faith, such as the symbols (R), "TM" or 19

"SM". In no circumstances shall such notices be altered or omitted without the express prior written consent of Licensor. (c) Should Licensee be or become aware of any applicable laws or regulations which are inconsistent with the provisions of this Agreement, Licensee shall promptly notify Licensor of such inconsistency. In such event, Licensor may, at its option, either waive the performance of such inconsistent provisions, or negotiate with Licensee to make changes in such provisions to comply with applicable laws and regulations, it being understood that the parties intend that any such changes shall preserve to the extent reasonably practicable the parties' respective benefits under this Agreement. 8. USE OF LICENSED MARKS AND LICENSED COPYRIGHT AND OTHER MARKS AND COPYRIGHTS 8.1 Licensee Marks. Licensee shall have the right from time to time during the Term to create and use its own Marks and Copyrights, which may be used together with the Licensed Marks and Licensed Copyright, in connection with products or services with respect to which any of the Licensed Marks and/or the Licensed Copyright are used; provided that, said use is in conformance with the Quality Standards set forth in Article 5; and provided further that, upon request, Licensor shall have the right to review and approve Licensee's use of

"SM". In no circumstances shall such notices be altered or omitted without the express prior written consent of Licensor. (c) Should Licensee be or become aware of any applicable laws or regulations which are inconsistent with the provisions of this Agreement, Licensee shall promptly notify Licensor of such inconsistency. In such event, Licensor may, at its option, either waive the performance of such inconsistent provisions, or negotiate with Licensee to make changes in such provisions to comply with applicable laws and regulations, it being understood that the parties intend that any such changes shall preserve to the extent reasonably practicable the parties' respective benefits under this Agreement. 8. USE OF LICENSED MARKS AND LICENSED COPYRIGHT AND OTHER MARKS AND COPYRIGHTS 8.1 Licensee Marks. Licensee shall have the right from time to time during the Term to create and use its own Marks and Copyrights, which may be used together with the Licensed Marks and Licensed Copyright, in connection with products or services with respect to which any of the Licensed Marks and/or the Licensed Copyright are used; provided that, said use is in conformance with the Quality Standards set forth in Article 5; and provided further that, upon request, Licensor shall have the right to review and approve Licensee's use of such Marks (which approval shall not be unreasonably withheld). For the avoidance of doubt, Licensor's approval of such Mark shall not be deemed to be a statement by Licensor as to availability or strength of such Mark. Licensee shall have sole responsibility over the availability and strength of the Mark. Unless, in the exercise of Licensor's sole discretion acting in good faith, Licensor shall determine that a Mark or Copyright that Licensee proposes to use could disparage, tarnish, dilute or potentially cause confusion with respect to the Licensed Marks or the Licensed Copyright, or is not in conformance with Licensor's Quality Standards set forth in Article 5 or otherwise could have a detrimental effect on the Licensed Marks or the Licensed Copyright, Licensor will approve Licensee's use of such proposed Mark or Copyright. Licensor shall approve or disapprove any Marks or Copyrights proposed to be used by Licensee within a reasonable time of its receipt of a written request for such approval. Licensee shall not file or prosecute a trademark or copyright application to register any Marks or Copyrights which consist of or incorporate the Licensed Marks, Licensed Copyright or any material element thereof or any Marks or Copyrights confusingly similar thereto. Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Licensee Marks so as to form a new Mark. 8.2 Modification of Licensed Marks or Licensed Copyright. In the event Licensor modifies or replaces any of the Licensed Marks or the Licensed Copyright as they are used in any portion of Licensor's business, and if Licensor requests Licensee to adopt and use any such modified or replaced Licensed Marks or the Licensed Copyright, Licensee will adopt and use such modified or replaced Licensed Marks and Licensed Copyright and, in such event, such modified or replaced Licensed Marks or Licensed 20

Copyright shall be considered the Licensed Marks or the Licensed Copyright contemplated by this Agreement; provided that in such event, Licensee shall be granted a 180-day period during which to phase-out its use of the superseded forms of the Licensed Marks or the Licensed Copyright, as applicable, and during such 180-day period Licensee shall have the right to use its existing inventory of Marketing Materials bearing the superseded forms of the Licensed Marks or the Licensed Copyright, as applicable. 8.3 Third Party Marks. Licensee shall have the right from time to time to use Marks owned by third parties ("Third Party Marks") in conjunction with the Licensed Marks or the Licensed Copyright, in connection with products or services with respect to which Licensed Marks or the Licensed Copyright are used; provided that (i) Licensee obtains consent from the relevant third party to use such Third Party Marks; and (ii) use of the Licensed Marks or the Licensed Copyright in conjunction with such Third Party Marks shall be in conformance with the Licensor's Quality Standards set forth in Article 5; provided that, upon request, Licensor shall have the right to review and approve Licensee's uses of the Third Party Marks. Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Third Party Marks so as to form a new Mark. 8.4 Internet Domain Names.

Copyright shall be considered the Licensed Marks or the Licensed Copyright contemplated by this Agreement; provided that in such event, Licensee shall be granted a 180-day period during which to phase-out its use of the superseded forms of the Licensed Marks or the Licensed Copyright, as applicable, and during such 180-day period Licensee shall have the right to use its existing inventory of Marketing Materials bearing the superseded forms of the Licensed Marks or the Licensed Copyright, as applicable. 8.3 Third Party Marks. Licensee shall have the right from time to time to use Marks owned by third parties ("Third Party Marks") in conjunction with the Licensed Marks or the Licensed Copyright, in connection with products or services with respect to which Licensed Marks or the Licensed Copyright are used; provided that (i) Licensee obtains consent from the relevant third party to use such Third Party Marks; and (ii) use of the Licensed Marks or the Licensed Copyright in conjunction with such Third Party Marks shall be in conformance with the Licensor's Quality Standards set forth in Article 5; provided that, upon request, Licensor shall have the right to review and approve Licensee's uses of the Third Party Marks. Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Third Party Marks so as to form a new Mark. 8.4 Internet Domain Names. (a) Licensee shall obtain Licensor's prior written permission before using any of the Licensed Marks or Licensed Copyright or any confusingly similar Mark or Copyright as part of a domain name, provided that, Licensee shall have the right to use the domain names set forth on Schedule A without Licensor's prior written consent. Any domain name consisting of or incorporating the Licensed Marks or any material element thereof shall be owned and maintained exclusively by Licensor; provided that, Licensee shall be solely responsible for any registration and renewal fees for those domain names used exclusively by, or on behalf of, Licensee. (b) Licensee's web sites that use any of the Licensed Marks and the Licensed Copyright or that concern Licensed Services or Portals and Promotional Products in connection with which the Licensed Marks and the Licensed Copyright are used shall comply with the Quality Standards set forth in Article 5. 21

9. REPRESENTATIONS; LIABILITY AND INDEMNIFICATION 9.1 Representations and Warranties. Licensor represents and warrants that Licensor has not licensed the use of the Licensed Marks and/or the Licensed Copyright to any third party in connection with the Licensed Services in the Licensed Territory. 9.2 Indemnification. (a) Licensor shall defend, indemnify and hold Licensee and its Sublicensees and their respective directors, officers, stockholders, employees and agents (the "Licensee Parties") harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorney's fees) and judgments incurred, claimed or sustained by the Licensee Parties arising out of: (i) any third party claims as to the lack of validity or enforceability of (A) the registrations of the Licensed Marks and the Licensed Copyright or (B) Licensor's ownership rights in the Licensed Marks and the Licensed Copyright; and (ii) any lack of validity or enforceability of this Agreement caused by Licensor. (b) Subject to Licensor's indemnification obligations in subsection (a) above, Licensee shall defend, indemnify and hold Licensor and its directors, officers, stockholders, employees and agents (the "Licensor Parties") harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorneys' fees) and judgments incurred, claimed or sustained by the Licensor Parties arising out of Licensee's, or any Authorized Dealer's, Reseller's, Value Added Reseller's or Sublicensee's use of the Licensed Marks or the Licensed Copyright other than as expressly provided in this Agreement, and shall indemnify the Licensor Parties from any improper or unauthorized use of the Licensed Marks and/or the Licensed Copyright and for any use by Licensee, or any Authorized Dealer, Reseller, Value Added Reseller or Sublicensee of the Licensee Marks and the Licensed Copyright. Licensee shall also defend, indemnify and hold the Licensor Parties harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorney's fees) and judgments incurred, claimed or sustained by the Licensor Parties arising out of: (i) any third party claims as to the

9. REPRESENTATIONS; LIABILITY AND INDEMNIFICATION 9.1 Representations and Warranties. Licensor represents and warrants that Licensor has not licensed the use of the Licensed Marks and/or the Licensed Copyright to any third party in connection with the Licensed Services in the Licensed Territory. 9.2 Indemnification. (a) Licensor shall defend, indemnify and hold Licensee and its Sublicensees and their respective directors, officers, stockholders, employees and agents (the "Licensee Parties") harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorney's fees) and judgments incurred, claimed or sustained by the Licensee Parties arising out of: (i) any third party claims as to the lack of validity or enforceability of (A) the registrations of the Licensed Marks and the Licensed Copyright or (B) Licensor's ownership rights in the Licensed Marks and the Licensed Copyright; and (ii) any lack of validity or enforceability of this Agreement caused by Licensor. (b) Subject to Licensor's indemnification obligations in subsection (a) above, Licensee shall defend, indemnify and hold Licensor and its directors, officers, stockholders, employees and agents (the "Licensor Parties") harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorneys' fees) and judgments incurred, claimed or sustained by the Licensor Parties arising out of Licensee's, or any Authorized Dealer's, Reseller's, Value Added Reseller's or Sublicensee's use of the Licensed Marks or the Licensed Copyright other than as expressly provided in this Agreement, and shall indemnify the Licensor Parties from any improper or unauthorized use of the Licensed Marks and/or the Licensed Copyright and for any use by Licensee, or any Authorized Dealer, Reseller, Value Added Reseller or Sublicensee of the Licensee Marks and the Licensed Copyright. Licensee shall also defend, indemnify and hold the Licensor Parties harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorney's fees) and judgments incurred, claimed or sustained by the Licensor Parties arising out of: (i) any third party claims as to the lack of validity or enforceability of (x) the Licensee Marks or (y) Licensee's ownership rights in the Licensee Marks; and (ii) any lack of validity or enforceability of this Agreement caused by Licensee. 9.3 Notification and Defense of Claims. 22

(a) Notification of Claims. In the event of the occurrence of an event which Licensee or Licensor (the "Indemnified Party"), as the case may be, asserts constitutes a claim under Section 9.2, the Indemnified Party shall provide prompt notice of such event to Licensor, in the case of Licensee as the Indemnified Party, or to Licensee, in the case of Licensor as the Indemnified Party (the "Indemnifying Party"), and shall otherwise make available to the Indemnifying Party all relevant information which is material to the claim. Failure to give timely notice or to furnish the Indemnifying Party with any relevant data and documents in connection with any claim shall not constitute a defense (in part or in whole) to any claim for indemnification by the Indemnified Party, unless, and only to the extent that, such failure results in any material prejudice to the Indemnifying Party. The Indemnifying Party may elect, at its own expense, to assume exclusive control of the defense of such claim, if the Indemnifying Party gives written notice of its intention to do so no later than thirty (30) days following notice of such claim by the Indemnified Party or such shorter time period as required so that the interests of the Indemnified Party would not be materially prejudiced as a result of the failure to have received such notice; provided that, (i) the Indemnifying Party shall obtain the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on the Indemnified Party any material liability or obligation not covered by the indemnity obligations of the Indemnifying Party under this Agreement (including, without limitation, any injunctive relief or other remedy), except with respect to a settlement adjustment or compromise which results solely in a monetary liability and (ii) if the Indemnified Party shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnified Party. (b) In the event that Indemnifying Party elects to assume control of the defense of any such claim, the Indemnified

(a) Notification of Claims. In the event of the occurrence of an event which Licensee or Licensor (the "Indemnified Party"), as the case may be, asserts constitutes a claim under Section 9.2, the Indemnified Party shall provide prompt notice of such event to Licensor, in the case of Licensee as the Indemnified Party, or to Licensee, in the case of Licensor as the Indemnified Party (the "Indemnifying Party"), and shall otherwise make available to the Indemnifying Party all relevant information which is material to the claim. Failure to give timely notice or to furnish the Indemnifying Party with any relevant data and documents in connection with any claim shall not constitute a defense (in part or in whole) to any claim for indemnification by the Indemnified Party, unless, and only to the extent that, such failure results in any material prejudice to the Indemnifying Party. The Indemnifying Party may elect, at its own expense, to assume exclusive control of the defense of such claim, if the Indemnifying Party gives written notice of its intention to do so no later than thirty (30) days following notice of such claim by the Indemnified Party or such shorter time period as required so that the interests of the Indemnified Party would not be materially prejudiced as a result of the failure to have received such notice; provided that, (i) the Indemnifying Party shall obtain the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on the Indemnified Party any material liability or obligation not covered by the indemnity obligations of the Indemnifying Party under this Agreement (including, without limitation, any injunctive relief or other remedy), except with respect to a settlement adjustment or compromise which results solely in a monetary liability and (ii) if the Indemnified Party shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnified Party. (b) In the event that Indemnifying Party elects to assume control of the defense of any such claim, the Indemnified Party shall cooperate with the Indemnifying Party in such proceeding and shall execute all papers necessary and desirable and shall testify or provide evidence whenever reasonably requested to do so. The Indemnified Party may elect to join in the defense of such claim and to employ counsel to assist it in connection with the handling of such claim, at the sole expense of the Indemnified Party, provided, however, that no such claim shall be settled, adjusted or 23

compromised, or the defense thereof terminated by the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be reasonably withheld or delayed), and provided, further that no Indemnified Party may settle, compromise or consent to the entry of any judgment in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. (c) In the event that the Indemnifying Party does not notify the Indemnified Party within thirty (30) days that it will assume control of the defense of any such claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall have the right to defend such claim at its own expense, and the Indemnifying Party shall cooperate as requested in such defense, at the expense of the Indemnified Party with respect to documented and reasonable out-of-pocket expenses incurred by the Indemnifying Party in the defense of the claim, provided, however, that no such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be reasonably withheld or delayed), and provided, further, that no Indemnified Party may settle, compromise or consent to the entry of any judgment in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. 9.4 Insurance. (a) Licensee shall maintain, at its own expense, in full force and effect at all times during which Licensed Services bearing the Licensed Marks and/or the Licensed Copyright are being sold, with a responsible insurance carrier reasonably acceptable to Licensor, at least a Two Million Five Hundred Thousand Dollar ($2,500,000.00) products liability insurance policy with respect to the Licensed Services offered using the Licensed Marks and/or

compromised, or the defense thereof terminated by the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be reasonably withheld or delayed), and provided, further that no Indemnified Party may settle, compromise or consent to the entry of any judgment in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. (c) In the event that the Indemnifying Party does not notify the Indemnified Party within thirty (30) days that it will assume control of the defense of any such claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall have the right to defend such claim at its own expense, and the Indemnifying Party shall cooperate as requested in such defense, at the expense of the Indemnified Party with respect to documented and reasonable out-of-pocket expenses incurred by the Indemnifying Party in the defense of the claim, provided, however, that no such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be reasonably withheld or delayed), and provided, further, that no Indemnified Party may settle, compromise or consent to the entry of any judgment in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. 9.4 Insurance. (a) Licensee shall maintain, at its own expense, in full force and effect at all times during which Licensed Services bearing the Licensed Marks and/or the Licensed Copyright are being sold, with a responsible insurance carrier reasonably acceptable to Licensor, at least a Two Million Five Hundred Thousand Dollar ($2,500,000.00) products liability insurance policy with respect to the Licensed Services offered using the Licensed Marks and/or the Licensed Copyright. This insurance shall be primary to any of Licensor's coverage, shall name Licensor as an insured party, shall be for the benefit of Licensor and Licensee and shall provide for at least ten (10) days' prior notice to Licensor and Licensee of the cancellation or any substantial modification of the policy. This insurance may be obtained by Licensee in conjunction with a 24

policy which covers services and/or products other than the services covered under this Agreement. (b) Licensee shall from time to time, upon reasonable request by Licensor, promptly furnish or cause to be furnished to Licensor, evidence in form and substance satisfactory to Licensor, of the maintenance of the insurance required by this Section 9.4, including without limitation, originals or copies of policies, certificates of insurance (with applicable riders and endorsements) and proof of premium payments. 10. AGREEMENT PERSONAL 10.1 Personal to Licensee. In recognition of the unique nature of the relationship between Licensor and Licensee, the fact that Licensor would not be willing to enter into an agreement such as this Agreement with any other party in any other circumstances, and the unique nature of Licensee (including without limitation, the fact that part of Licensee was once owned by Licensor), the parties agree that the rights, obligations and benefits of this Agreement shall be personal to Licensee, and Licensor shall not be required to accept performance from, or render performance to, an entity other than Licensee. Pursuant to 11 U.S.C. Section 365(c)(1)(A) (as it may be amended from time to time, and including any successor to such provision), in the event of the Bankruptcy of Licensee, this Agreement may not be assigned or assumed by Licensee (or any Successor) and Licensor shall be excused from rendering performance to, or accepting performance from, Licensee or any Successor. 10.2 Licensee Acknowledgment. Licensee acknowledges and agrees that it understands it may have, or, in the future, may elect to enter into, agreements with Licensor's Affiliates and that neither the execution or continuation nor the renewal of any of those agreements will have any effect on this Agreement and Licensee may choose to contract, or not, with Licensor's Affiliates as it deems appropriate.

policy which covers services and/or products other than the services covered under this Agreement. (b) Licensee shall from time to time, upon reasonable request by Licensor, promptly furnish or cause to be furnished to Licensor, evidence in form and substance satisfactory to Licensor, of the maintenance of the insurance required by this Section 9.4, including without limitation, originals or copies of policies, certificates of insurance (with applicable riders and endorsements) and proof of premium payments. 10. AGREEMENT PERSONAL 10.1 Personal to Licensee. In recognition of the unique nature of the relationship between Licensor and Licensee, the fact that Licensor would not be willing to enter into an agreement such as this Agreement with any other party in any other circumstances, and the unique nature of Licensee (including without limitation, the fact that part of Licensee was once owned by Licensor), the parties agree that the rights, obligations and benefits of this Agreement shall be personal to Licensee, and Licensor shall not be required to accept performance from, or render performance to, an entity other than Licensee. Pursuant to 11 U.S.C. Section 365(c)(1)(A) (as it may be amended from time to time, and including any successor to such provision), in the event of the Bankruptcy of Licensee, this Agreement may not be assigned or assumed by Licensee (or any Successor) and Licensor shall be excused from rendering performance to, or accepting performance from, Licensee or any Successor. 10.2 Licensee Acknowledgment. Licensee acknowledges and agrees that it understands it may have, or, in the future, may elect to enter into, agreements with Licensor's Affiliates and that neither the execution or continuation nor the renewal of any of those agreements will have any effect on this Agreement and Licensee may choose to contract, or not, with Licensor's Affiliates as it deems appropriate. 11. RETENTION OF RIGHTS 11.1 Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall be deemed or construed to limit in any way Licensor's rights in and to the Licensed Marks or the Licensed Copyright, including without limitation: (a) All rights of ownership in and to the Licensed Marks and the Licensed Copyright, including the right to license or transfer the same. (b) The unimpaired right to use the Licensed Marks and the Licensed Copyright in connection with marketing, offering or providing any products or services (except for the particular products and services exclusively licensed under this Agreement, but only to the extent of such license) whether within or without the Licensed Territory. 25

12. SPONSORSHIP 12.1 Licensee shall not use the Licensed Marks or the Licensed Copyright to sponsor, endorse, or claim affiliation with any event, meeting, charitable endeavor or any other undertaking (each, an "Event") without the express written permission of Licensor. The Parties acknowledge that an Event shall not include day-to-day ordinary course meetings and events. Licensor reserves the right to deny permission to any Event. In the event that Licensee desires to sponsor, endorse or claim affiliation with an Event, Licensee shall provide Licensor with at least twenty (20) business days prior written notice of such Event in reasonable detail. Any breach of this provision reasonably determined to have a material adverse effect on Licensor, the Licensed Marks or the Licensed Copyright shall be deemed a Significant Breach by Licensee. 13. CONSENT OF LICENSOR 13.1 Except where another standard is expressly provided for herein, whenever reference is made to Licensor's consent or approval in this Agreement, such consent or approval may be granted or withheld in Licensor's sole discretion and, if granted, may be done so conditionally or unconditionally.

12. SPONSORSHIP 12.1 Licensee shall not use the Licensed Marks or the Licensed Copyright to sponsor, endorse, or claim affiliation with any event, meeting, charitable endeavor or any other undertaking (each, an "Event") without the express written permission of Licensor. The Parties acknowledge that an Event shall not include day-to-day ordinary course meetings and events. Licensor reserves the right to deny permission to any Event. In the event that Licensee desires to sponsor, endorse or claim affiliation with an Event, Licensee shall provide Licensor with at least twenty (20) business days prior written notice of such Event in reasonable detail. Any breach of this provision reasonably determined to have a material adverse effect on Licensor, the Licensed Marks or the Licensed Copyright shall be deemed a Significant Breach by Licensee. 13. CONSENT OF LICENSOR 13.1 Except where another standard is expressly provided for herein, whenever reference is made to Licensor's consent or approval in this Agreement, such consent or approval may be granted or withheld in Licensor's sole discretion and, if granted, may be done so conditionally or unconditionally. 14. NOTICES 14.1 All notices, requests, demands or other communications required by, or otherwise with respect to, this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), against receipt, when delivered by telecopy and confirmed by return telecopy, or three (3) days after being mailed by registered first-class mail, postage prepaid and return receipt requested in each case to the applicable addresses set forth below: If to Licensee: Time Warner Cable Inc. 290 Harbor Drive Stamford, Connecticut 06902 If to Licensor: Warner Communications Inc. c/o AOL Time Warner Cable Inc. 75 Rockefeller Plaza New York, New York 10019 26

Attn: General Counsel Fax: 212-258-3172 With copies to: Warner Bros.

Office of the General Counsel 4000 Warner Boulevard Burbank, CA 91522

Attn: General Counsel Fax: 212-258-3172 With copies to: Warner Bros.

Office of the General Counsel 4000 Warner Boulevard Burbank, CA 91522 Attn: John Schulman; Executive Vice President and General Counsel Fax: 818-954-4768 or to such other address as such party shall have designated by notice so given to each other party. 15. GOVERNMENTAL LICENSES, PERMITS AND APPROVALS 15.1 Licensee, at its expense, shall be responsible for obtaining and maintaining all Approvals with respect to this Agreement, and for complying with any requirements of such Regulatory Authorities for the registration or recording of this Agreement. Licensee shall furnish to Licensor written evidence from such Regulatory Authorities of any such Approvals. 16. APPLICABLE LAW 16.1 The construction, performance and interpretation of this Agreement shall be governed by the U.S. Trademark Act, 15 U.S.C. Section 1051 et seq., and the internal, substantive laws of the State of New York, without regard to its principles of conflicts of law. Except as otherwise provided herein, Licensor and Licensee hereby irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or absent subject matter jurisdiction in that court, the state courts of the State of New York located in New York County for all actions, suits or proceedings arising in connection with this Agreement. 17. CONFIDENTIALITY OF INFORMATION AND USE RESTRICTION 17.1 The Quality Standards and other technical information furnished to Licensee under this Agreement and other confidential and proprietary information, know-how and trade secrets of Licensor that are disclosed or otherwise provided to Licensee in connection with this Agreement, shall remain the property of Licensor, and shall be returned to Licensor upon request and upon termination of this Agreement. Unless such information was previously known to Licensee free of any obligation to keep it confidential, or has been or is subsequently made public (a) by any person other than Licensee and Licensor is not attempting to limit further dissemination of such information, (b) by Licensor, or (c) by Licensee, as required by law (including securities 27

laws) or to enforce its rights under this Agreement, it shall be held in confidence, and shall be used only for the purposes of this Agreement. All confidential and proprietary information, know-how and trade secrets of Licensee that are disclosed or otherwise provided to Licensor hereunder (including without limitation, during any Inspection) (collectively, "Licensee Information") shall remain the property of Licensee and shall be returned to Licensee upon request and upon termination of this Agreement. Unless such Licensee Information was previously known to Licensor free of any obligation to keep it confidential, or has been or is subsequently made public (a) by any person other than Licensor and Licensee is not attempting to limit further dissemination of such information, (b) by Licensee, or (c) by Licensor, as required by law (including securities law) or to enforce its rights under this Agreement, it shall be held in confidence and shall be used only for purposes of this Agreement. 18. MISCELLANEOUS 18.1 Entire Agreement. The provisions of this Agreement contain the entire agreement between the parties

laws) or to enforce its rights under this Agreement, it shall be held in confidence, and shall be used only for the purposes of this Agreement. All confidential and proprietary information, know-how and trade secrets of Licensee that are disclosed or otherwise provided to Licensor hereunder (including without limitation, during any Inspection) (collectively, "Licensee Information") shall remain the property of Licensee and shall be returned to Licensee upon request and upon termination of this Agreement. Unless such Licensee Information was previously known to Licensor free of any obligation to keep it confidential, or has been or is subsequently made public (a) by any person other than Licensor and Licensee is not attempting to limit further dissemination of such information, (b) by Licensee, or (c) by Licensor, as required by law (including securities law) or to enforce its rights under this Agreement, it shall be held in confidence and shall be used only for purposes of this Agreement. 18. MISCELLANEOUS 18.1 Entire Agreement. The provisions of this Agreement contain the entire agreement between the parties relating to use by Licensee of the Licensed Marks and the Licensed Copyright, and supersede all prior agreements and understandings relating to the subject matter hereof. This Agreement shall be interpreted to achieve the objectives and intent of the parties as set forth in the text and factual recitals of the Agreement. It is specifically agreed that no evidence of discussions during the negotiation of the Agreement, or drafts written or exchanged, may be used in connection with the interpretation or construction of this Agreement. No rights are granted to use the Licensed Marks or the Licensed Copyright or any other Marks, Copyrights or Trade Dress except as specifically set forth in this Agreement. In the event of any conflict between the provisions of this Agreement and provisions in any other agreement involving Licensee, the provisions of this Agreement shall prevail. 18.2 Relationship of the Parties. This Agreement is not a franchise under federal or state law, does not create a partnership or joint venture, and shall not be deemed to constitute an assignment of any rights of Licensor to Licensee. Licensee is an independent contractor, not an agent or employee of Licensor, and Licensor is not liable for any acts or omissions by Licensee. 18.3 Amendments, Waivers. This Agreement may not be amended, changed, supplemented, waived or otherwise modified except by an instrument in writing signed by the party against whom enforcement is sought. 18.4 Assignment. Licensee may not assign, pledge, transfer or otherwise hypothecate this Agreement or any of its rights or obligations hereunder, and any purported assignment, pledge, transfer or other hypothecation, whether by operation of law or otherwise, shall be void and of no force or effect. 18.5 Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violation of this Agreement and that any party may, in its sole discretion, apply to the court set forth in Article 16 for specific performance, or injunctive, or such other relief as such court may deem just and proper, in order to 28

enforce this Agreement or prevent any violation hereof, and to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 18.6 Remedies Cumulative. All rights, powers and remedies provided under this Agreement, or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 18.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement, or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 18.8 Rules of Construction. As used in this Agreement, (1) neutral pronouns and any derivations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the

enforce this Agreement or prevent any violation hereof, and to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 18.6 Remedies Cumulative. All rights, powers and remedies provided under this Agreement, or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 18.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement, or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 18.8 Rules of Construction. As used in this Agreement, (1) neutral pronouns and any derivations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural and vice versa, as the context may require; (2) the words "hereof," "herein," "hereunder" and other words of similar import refer to this Agreement as a whole, including all exhibits and schedules as the same may be amended or supplemented from time to time, and not to any subdivision of this Agreement; (3) the word "including" or any variation thereof means "including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; and (4) descriptive headings and titles used in this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement. This Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favor of or against any party. 18.9 No Third Party Beneficiaries. This Agreement is not intended to be for the benefit of and shall not be enforceable by any Person who is not a party and nothing in this Agreement, express or implied, is intended to or shall (1) confer on any Person other than the parties and their respective Successors any rights (including thirdparty beneficiary rights), remedies, obligations or liabilities under or by reason of this Agreement or (2) constitute the parties as partners or as participants in a joint venture. This Agreement shall not provide third parties with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to the terms of this Agreement and no third party shall have any right, independent of any right that exists irrespective of this Agreement, to bring any suit at law or equity for any matter governed by or subject to the provisions of this Agreement. 18.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all the parties hereto. 29

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in duplicate originals by its duly authorized representatives as of the date first stated above. WARNER COMMUNICATIONS INC. By: Name:

Title: TIME WARNER CABLE INC. By:

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in duplicate originals by its duly authorized representatives as of the date first stated above. WARNER COMMUNICATIONS INC. By: Name:

Title: TIME WARNER CABLE INC. By: Name:

Title: 30

Schedule A rr.com roadrunner.com And any other domain name incorporating any of the Licensed Marks that was used in the TWE Broadband Business as of the Closing. 31

EXHIBIT 10.12 [AOLTW - TW CABLE CONSOLIDATED RETURN AGREEMENT] FORM OF TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (the "Agreement"), dated as of [Date], is entered into between AOL Time Warner Inc., a Delaware corporation ("AOL Time Warner"), and Time Warner Cable Inc., a New York corporation, ("TWC"). RECITALS A. AOL Time Warner is the common parent corporation of an affiliated group of corporations within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the "Code"), that has elected to file consolidated federal income tax returns, and TWC is a member of such group. B. AOL Time Warner and TWC desire to set forth in the Agreement their agreement as to certain matters relating to the inclusion of the TWC Consolidated Group (as defined below) in the AOL Time Warner Consolidated Group, including the allocation of tax liabilities for years in which TWC is so included, and certain other matters relating to taxes. The parties agree as follows:

Schedule A rr.com roadrunner.com And any other domain name incorporating any of the Licensed Marks that was used in the TWE Broadband Business as of the Closing. 31

EXHIBIT 10.12 [AOLTW - TW CABLE CONSOLIDATED RETURN AGREEMENT] FORM OF TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (the "Agreement"), dated as of [Date], is entered into between AOL Time Warner Inc., a Delaware corporation ("AOL Time Warner"), and Time Warner Cable Inc., a New York corporation, ("TWC"). RECITALS A. AOL Time Warner is the common parent corporation of an affiliated group of corporations within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the "Code"), that has elected to file consolidated federal income tax returns, and TWC is a member of such group. B. AOL Time Warner and TWC desire to set forth in the Agreement their agreement as to certain matters relating to the inclusion of the TWC Consolidated Group (as defined below) in the AOL Time Warner Consolidated Group, including the allocation of tax liabilities for years in which TWC is so included, and certain other matters relating to taxes. The parties agree as follows: 1. DEFINITIONS. "Adjustment" shall have the meaning set forth in Section 8 of this Agreement. "Agreement Year" shall have the meaning set forth in Section 2 of this Agreement. "AOL Time Warner" shall have the meaning set forth in the Preamble to this Agreement. "AOL Time Warner Consolidated Group" shall mean any affiliated group of corporations electing to file consolidated federal income tax returns of which AOL Time Warner is a member. "AOL Time Warne