America Online and Vivendi Universal Announce Agreement to Restructure Relationship in France

Business Wire, March 23, 2001

Business Editors/Hi-Tech Writers

PARIS & DULLES, Va.--(BUSINESS WIRE)--March 23, 2001

Cegetel and Canal to Exchange 55% Interest in AOL France for

Preferred Shares in AOL Europe

America Online, Inc., a division of AOL Time Warner (NYSE:AOL), and Vivendi Universal (Paris Stock Exchange and NYSE:V) today announced an agreement under which Vivendi Universal group companies (Cegetel and Canal ) will exchange their stake in the AOL France joint venture for shares in AOL Europe and the two companies will enter into other distribution and marketing activities.

Under the agreement, Cegetel and Canal will exchange their 55% share in AOL France for junior preferred shares in AOL Europe valued at $725 million. The preferred shares pay a 6% dividend. AOL Europe will redeem the preferred shares in April of 2003 with cash, publicly traded AOL Europe common stock or AOL Time Warner stock, with certain restrictions.

Philippe Germond, Chairman and Chief Executive Officer of Cegetel, Chairman and Chief Executive Officer of VivendiNet, stated, "This transaction allows us to achieve an excellent return on our investment in AOL France. And at the same time, it allows us to focus our resources on our own strategic objectives in the interactive medium and elsewhere as we pursue our goal of being the world's preferred creator and provider of personalized information, entertainment and services across a full range of platforms. Two-thirds of the value of this transaction will go to Cegetel, and will be used to finance the UMTS license in France, which will be entirely financed by Cegetel. Cegetel will remain a key telecom partner for AOL France."

Michael Lynton, President of AOL International, said: "Following last year's agreement to restructure our joint venture in Europe with Bertelsmann, this transaction highlights America Online's increasing commitment to its international services, which are playing an ever-greater role in our subscriber growth. We are excited about the opportunity in France, where the market is moving rapidly to a flat-rate model and where AOL France has already added hundreds of thousands of new members through our flat-rate and other attractive pricing promotions. The new structure will benefit us as AOL France builds on that momentum by further leveraging AOL's expertise, global brand, worldwide partnerships and proven business model -- characterized by unmatched usage, genuine subscriber relationships, multiple revenue streams and the global scale. We are also happy to continue our strategic relationship with Vivendi in a series of carriage and marketing agreements that allow both parties to benefit from our strong brands, network assets and combined reach around the world."

About America Online, Inc.

America Online, Inc. is a wholly owned subsidiary of AOL Time Warner, Inc. (NYSE:AOL). Based in Dulles, Virginia, America Online is the world's leader in interactive services, Web brands, Internet technologies and e-commerce services.

About Vivendi Universal

Media and Communications and Environmental Services: The media and communications business is divided into five business segments: Music, Publishing, TV and Film, Telecoms and Internet. The Music business is conducted though Universal Music Group, which produces, markets and distributes recorded music throughout the world in all major genres.

Universal Music Group also manufactures, sells and distributes video products in the United States and internationally, and licenses music copyrights. The Publishing business is Europe's premier publisher of information providing content across multiple platforms, including print, multimedia, on the wired Internet and to PDAs via WAP (Wireless Application Protocol) technology.

The Publishing business is a content leader in five core markets: education, games, healthcare information, local services and business and general information.

The TV and Film business produces and distributes motion picture, television and home video/DVD products worldwide, operates and has ownership interests in a number of cable and pay TV channels, engages in the licensing of merchandising and film property rights and operates theme parks and retail stores around the world.

The Telecoms business provides a broad range of telecommunications services, including mobile and fixed telephony, Internet access and data services and transmission, principally in Europe. The Internet business manages the strategic Internet initiatives and new online ventures for Vivendi Universal.

Utilizing advanced digital distribution technology, the Internet business develops e-commerce, e-services and thematic portals that offer access to the Internet via a variety of devices, including mobile phones, PDAs, interactive TV and computers.

Vivendi Environnement, a 63-percent effectively-owned subsidiary of Vivendi Universal, operates the environmental services business, with operations around the globe.

Vivendi Environnement provides environmental management services, including water treatment and system operation, waste management, energy services and power generation, and transportation services, to a wide range of public authorities and industrial, commercial and residential customers. The Company's corporate website is located at http://www.vivendiuniversal.com/.>