Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the Time Warner Savings Plan (to be
renamed the AOL Time Warner Savings Plan) and the Time Warner Thrift Plan (to be
renamed the AOL Time Warner Thrift Plan) (collectively, the "Plans") and each of
the undersigned members of the Administrative Committee relating to the Plans,
in connection with one or more Registration Statements on Form S-8 or any other
appropriate form and any amendments thereto, which AOL Time Warner Inc. ("AOL
Time Warner"), a Delaware corporation, will file or has filed with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, relating to the registration under said
Act of shares of Common Stock, par value $.01 per share, of AOL Time Warner and
interests in said Plans, to be purchased and/or issued pursuant to the Plans,
hereby constitutes and appoints PETER R. HAJE, DEREK Q. JOHNSON, JOHN A. LABARCA
and THOMAS W. MCENERNEY, and each of them its true and lawful attorneys-in-fact
and agents, with full power to act without the others for the Plans and in the
Plans' name, place and stead, in any and all capacities, to sign and to file
such Registration Statement and all amendments and post-effective amendments
thereto, with all exhibits thereto, and any and all documents in connection
therewith, with the Securities and Exchange Commission in connection with any
matter relating to said Registration Statement and to any and all such
amendments and post-effective amendments, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power
of Attorney as of the 2nd day of January, 2001.
TIME WARNER SAVINGS PLAN
(to be renamed the AOL
Time Warner Savings Plan)
TIME WARNER THRIFT PLAN
(to be renamed the AOL MEMBERS OF THE COMMITTEE
Time Warner Thrift Plan) ADMINISTERING THE PLANS
By: /s/ John A. LaBarca /s/ Peter R. Haje
Name: John A. LaBarca Peter R. Haje
Member of the Committee
Administering the Plan /s/ Derek Johnson
Derek Johnson
/s/ John A. LaBarca
John A. LaBarca
