Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) AOL Inc., a Delaware corporation (the "Company"), has appointed Susan Lyne as its new Executive Vice President and Chief Executive Officer of its Brand Group effective February 27, 2013. In addition, Ms. Lyne notified the Company of her decision to resign from the Board of Directors (the "Board") of the Company effective immediately following the commencement of her employment. Ms. Lyne also served as a member of the Compensation and Leadership and Transactions Committees of the Board.

(b) On February 28, 2013 the Company announced that effective February 26, 2013 Arthur Minson, Executive Vice President and Chief Operating Officer, has decided to leave the Company. Mr. Minson will remain with the Company as Vice Chairman for a transition period ending no later than December 31, 2013.

Mr. Minson's separation date from the Company will be no later than December 31, 2013 upon which date the separation terms of Mr. Minson's employment agreement filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on November 6, 2012 become in effect. The Company currently expects to record an immaterial charge during the first quarter of 2013 in connection with Mr. Minson's departure.

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