NEW YORK, Dec. 19 /PRNewswire/ -- Carl Icahn today announced that he has
written an open letter to the board of directors of Time Warner Inc.
(NYSE: TWX). The text of the letter appears below.

    To the Board of Directors of Time Warner:
    Like all shareholders, I am not opposed to Time Warner entering into an
AOL transaction that creates long-term value. However, I am deeply concerned
that the Time Warner Board may be on the verge of making a disastrous decision
concerning an agreement with Google if this agreement would make it more
difficult in any way or effectively preclude a merger or other type of
transaction with companies such as IAC/InterActive, eBay, Yahoo!, or Microsoft
etc. etc... I believe there are and will be major opportunities to enhance
Time Warner's value in future combinations. However these transactions might
not be achievable if Time Warner enters into long-term arrangements that
preclude future flexibility such as an agreement regarding search
functionality. I also question whether Google is the best partner for
unlocking the value of the AOL asset.  Indeed, a recent Goldman Sachs report
concludes, "In contrast to the conventional perspective, we believe that eBay,
followed by InterActive Corp, would provide greater incremental benefits to
AOL's option value with fewer conflicts of interest than Yahoo! while MSN and
Google would provide the least incremental benefits."
    On the eve of a proxy contest, I believe it would be a blatant breach of
fiduciary duty to enter into an agreement with Google that would either
foreclose the possibility of entering into a transaction that would be more
beneficial for Time Warner shareholders or make such a transaction more
difficult to achieve.  If, as is my belief other suitors interested in
transactions predicated on receipt of control of AOL have been foreclosed from
entering into negotiations, the Board's actions would be even more
questionable. The real risk for Time Warner shareholders is that a Google
joint venture may be short sighted in nature and may preclude any
consideration of a broader set of alternatives that would better maximize
value and ensure a bright future for AOL.
    Once again, I am not opposed to the Board using its business judgment to
enter into a transaction with Google or another suitor so long as the
transaction does not destroy or impede Time Warner's flexibility to unlock
shareholder value in the near and long term. However, I want this letter to
serve as notice to Time Warner's directors that if they enter into a
transaction that has that effect, shareholders will seek to hold directors
responsible.

    SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY ICAHN PARTNERS LP, ICAHN
PARTNERS MASTER FUND LP, AMERICAN REAL ESTATE PARTNERS, L.P., FRANKLIN MUTUAL
ADVISERS, LLC, JANA PARTNERS LLC, JANA MASTER FUND, LTD., S.A.C. CAPITAL
ADVISORS, LLC, S.A.C. CAPITAL ASSOCIATES, LLC, AND CERTAIN OF THEIR RESPECTIVE
AFFILIATES FROM THE STOCKHOLDERS OF TIME WARNER INC. FOR USE AT ITS ANNUAL
MEETING WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WILL BE MAILED TO STOCKHOLDERS OF TIME WARNER INC. AND WILL BE AVAILABLE AT NO
CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION IS CONTAINED IN EXHIBIT 1 TO THE SCHEDULE 14A FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BY ICAHN PARTNERS LP ON DECEMBER 19, 2005.
INFORMATION INDICATED HEREIN AS HAVING BEEN OBTAINED FROM THIRD PARTIES IS
USED WITHOUT ANY EXPRESS CONSENT OF SUCH THIRD PARTIES AND SHOULD NOT BE
VIEWED AS INDICATING THE SUPPORT OF SUCH PERSONS FOR THE VIEWS EXPRESSED
HEREIN.

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