WARNER MUSIC GROUP CORP.
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

        THIS DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (the "Agreement"), is made, effective as of the 10th day of May, 2005 (hereinafter the "Date of Grant"), between Warner Music Group Corp., a Delaware corporation, (the "Company"), and Richard J. Bressler (the "Director").


R E C I T A L S:

        WHEREAS, the Company has adopted the Warner Music Group Corp. 2005 Omnibus Award Plan (the "Plan"), pursuant to which awards of restricted shares of the Company's Common Stock may be granted to persons including members of the Board of Directors of the Company (the "Board "); and

        WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to grant the restricted stock award provided for herein (the "Restricted Stock Award ") to the Director in connection with the Director's services to the Company, such grant to be subject to the terms set forth herein.

        NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

        1.     Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Board shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Director and his legal representative in respect of any questions arising under the Plan or this Agreement.

        2.     Grant of Restricted Stock Award. The Company hereby grants on the Date of Grant to the Director a Restricted Stock Award consisting of 5,000 shares of Common Stock (hereinafter called the "Restricted Shares"), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. The Restricted Shares shall vest in accordance with Section 3(a) hereof.

        3.     Terms and Conditions.


        TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE WARNER MUSIC GROUP CORP. 2005 OMNIBUS AWARD PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF MAY 10, 2005, BETWEEN WARNER MUSIC GROUP CORP. AND RICHARD J. BRESSLER. A COPY OF SUCH PLAN AND AGREEMENT IS ON FILE AT THE OFFICES OF WARNER MUSIC GROUP CORP.

        4.     Miscellaneous.

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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

  WARNER MUSIC GROUP CORP.

 

 

/S/  DAVID H. JOHNSON      
By: David H. Johnson
Title: Executive Vice President, General Counsel and Secretary

 

 

/s/  RICHARD J. BRESSLER      
Richard J. Bressler

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STOCK POWER

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                        , 5,000 shares of Common Stock of Warner Music Group Corp., a Delaware corporation, issued pursuant to a Director Restricted Stock Award Agreement between Warner Music Group Corp. and the undersigned, dated May 10, 2005 and standing in the name of the undersigned on the books of said corporation, represented by Certificate No.    , and does hereby irrevocably constitute and appoint Warner Music Group Corp. as the undersigned's true and lawful attorney, for it and in its name and stead, to sell, assign and transfer the said stock on the books of said corporation with full power of substitution in the premises.

Dated: 
 
    Richard J. Bressler

Source: OneCLE Business Contracts.