The undersigned hereby instructs Fidelity, as Trustee, to vote as follows by
proxy at the Special Meeting of Stockholders of Time Warner Inc. to be held on
[ ], 2000 and at any adjournment thereof, the undersigned's proportionate
interest in the shares of Time Warner Common Stock held in the Time Warner
Common Stock fund under each of the Plans.
1. Approval of the Amended and Restated Agreement and Plan of Merger.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To grant discretionary voting authority to management persons regarding such
other matters as may properly come before the meeting.
Please check this box if you plan to attend the meeting. [ ]
PLEASE SIGN AND DATE ON REVERSE SIDE