Levin: Dealmaker, Peacekeeper

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Ask friends and colleagues of Gerald Levin to describe the
Time Warner Inc. chairman and CEO and the most common response is that while Levin is
willing to compromise, he'll never give up on a deal.

Without that trait, he never would have been able to close
the America Online Inc.-Time Warner merger, some said.

Liberty Media Group chairman John Malone recalled
Levin's demeanor when they were negotiating Time Warner's buyout of Turner
Broadcasting System Inc. -- a make-or-break deal that catapulted Time Warner out of the
doldrums and allowed Levin to look like a genius when his and other cable stocks took off
later.

"That was a friendly and protracted negotiation that I
think both sides ended up doing extremely well on," Malone said. "Gerry would
listen, he'd go think about it, and he'd always come back with a rational
response."

Former Liberty president and CEO Peter Barton -- who said
he negotiated 50 or 60 programming deals with Levin and Time Warner -- offered a similar
response. "If you're willing to be reasonable, he tends to be the same, which is
probably how he got this AOL deal done."

Not every negotiation between Time Warner and
Liberty/Tele-Communications Inc. worked out. Two years ago, the companies tried to combine
cable-modem services @Home and Road Runner, but they weren't able to cut a deal.

Malone noted that MediaOne Group Inc.'s role in Time
Warner Entertainment complicated those talks. But in retrospect, he said he thinks Levin
thought it better to keep Road Runner separate.

"I think Gerry saw in the long run that something like
the deal he just did with AOL was possible. Therefore, taking his high-speed business and
locking it away for some period of time in what would be a more near-term exploitation was
not as attractive as keeping it independent," Malone said.

Levin, 60, joined Time Inc. in 1972 as Home Box
Office's vice president of programming. He was promoted to CEO of HBO in 1973. In
1975, he made the decision to distribute HBO via satellite, which was considered a driving
force in the growth of the cable industry.

Levin rose to vice chairman of Time Inc. in July 1988, then
helped to put together the $14 billion Time merger with Warner Communications Inc. in
1990, earning him the title of Time Warner chief operating officer and vice chairman.

He was named co-CEO of Time Warner in February 1992 and
promoted to CEO in December of that year, ousting co-CEO Nicholas Nicholas.

Colleagues said they don't think Levin will have a
hard time getting along with AOL chairman and CEO Steve Case, who will be chairman of AOL
Time Warner Inc.

"Everybody reports to somebody anyway. Steve
isn't going to be a problem for Gerry. Steve is a great guy, and Gerry and Steve are
going to like each other," Barton said.

Levin -- who will report to a board with an equal amount of
Time Warner and AOL executives -- will be charged with integrating two very different
corporate cultures.

Cox Communications Inc. CEO Jim Robbins said he's
confident that Levin will be able to mesh his old-media company with AOL, one of the first
new-media companies.

"I think Gerry has a very good track record on molding
together disparate organizations, and I think the need for Gerry to be around and mold
these two very disparate organizations is very strong," Robbins said. "As a
shareholder of both companies, I would hope that he would be around for quite a
while."

Robbins added: "Most companies are principally content
companies or principally distribution companies. Gerry has been able to do both, but he
recognizes the intrinsic value of the cooperation between distributors and content
providers. That's good news -- AOL is in friendlier hands now. We hope we can enjoy
the same relationship going forward that we have had in the past."

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