Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the TWC Savings Plan (the "TWC
Plan") and each of the undersigned members of the Administrative Committee
relating to the TWC Plan, 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 TWC Plan, hereby constitutes and appoints GLENN A. BRITT, ANN L.
BURR, CHARLES W. ELLIS, TOMMY J. HARRIS, JOHN A. LABARCA, THOMAS W. MCENERNEY,
THOMAS M. RUTLEDGE and BETH A. WANN each of them its true and lawful
attorneys-in-fact and agents, with full power to act without the others for and
in their name, place and stead, in any and all capacities, to sign and to file
any such Registration Statement and all amendments and post-effective amendments
thereto, with all exhibits thereto relating to the TWC Plan, and any and all
documents in connection therewith, with the Securities and Exchange Commission
in connection with any matter relating to said registration statements 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 or she
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.
TWC SAVINGS PLAN MEMBERS OF THE COMMITTEE
ADMINISTERING THE
TWC SAVINGS PLAN
By: /s/ Tommy J. Harris /s/ Glenn A. Britt
Name: Tommy J. Harris Glenn A. Britt
Member of the Committee
Administering the Plan /s/ Ann L. Burr
Ann L. Burr
/s/ Charles W. Ellis
Charles W. Ellis
/s/ Tommy J. Harris
Tommy J. Harris
/s/ Thomas M. Rutledge
Thomas M. Rutledge
/s/ Beth A. Wann
Beth A. Wann
