Your vote is important in this election, and we urge you to vote so that your voice is heard. To elect the AOL Board?s nominees, we encourage you to vote today by telephone, by Internet, or by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope.

Our strategy has positioned the Company to succeed in a digital landscape that is still being formed. AOL has developed a premier portfolio of online brands. On a monthly basis, our brands serve the needs of more than 200 million consumers around the world and we have a full-service suite of advertising products that allows our thousands of advertising partners to reach meaningful audiences at scale. We believe our strategy has positioned AOL for success today and in the future of the digital media space. Our strategy is working, has created significant stockholder value, and will create even more stockholder value over the long term?if YOU, by supporting the AOL Board, allow that strategy to proceed.

AOL ended 2011 with our best relative performance as a Company in the past five years with advertising revenue growing once again for the first time since 2008, with significant improvements in legacy revenue streams and with substantial cost reductions. As a result, the Company is well on its way to achieving its goal of total company revenue and adjusted operating income before depreciation and amortization (?Adjusted OIBDA?) growth in 2013. Our improved results demonstrate the significant progress we have made in executing our strategy.

AOL is investing in high-growth areas, such as Patch. Patch offers a flexible and powerful solution connecting national, regional and local advertisers with highly-engaged, hyper-local audiences on one platform. The opportunity for local online advertising is massive and growing, with the market expected to increase to $38.5 billion by 2016 (BIA/Kelsey, March 2012). As part of our strategy to leverage our existing competencies in this area by growing consumer traffic to Patch sites and then implementing a scaled monetization plan, we have established more than 850 individual Patches and we are now focusing on increasing the monetization of those Patches. We believe this strategy is working, as Patch ended the fourth quarter of 2011 with triple-digit year-over-year revenue growth and approximately 6,500 advertisers. Furthermore, as of March 2012, Patch had already sold advertising equivalent to over 80% of its revenue for the entire year in 2011, illustrating that the growth witnessed in the fourth quarter has continued into 2012. We expect to remain on this rapid trajectory of revenue growth and assuming that trend sustains and is coupled with expense control and continued strong consumer engagement, we will maintain our course to take advantage of this opportunity. We believe Patch is exceptionally positioned to grow in the local space and we believe it will yield meaningful returns for our shareholders in the years to come.

The Board has a clear and consistent pattern of unlocking significant stockholder value and has increased our cash position from $100 million as of December 31, 2009 to more than $400 million as of December 31, 2011:

Our Board is committed to creating stockholder value and nowhere was this more evident than on April 9, 2012, when AOL announced that it had entered into a definitive agreement with Microsoft to sell over 800 patents and license 300 additional patents and patent applications for almost $1.1 billion in cash. The structure of this tax-efficient transaction, with a combined sale and licensing agreement, allows AOL to monetize its valuable patent portfolio without selling the Company?s foundational patents that span core and strategic technologies. The patent transaction represented the culmination of a process of exploring ways to monetize intellectual property that began in October 2011 and was the result of a robust auction process.

AOL will return a significant portion of the sale proceeds from the patent transaction to stockholders. Having unlocked the value of the Company?s patent portfolio for stockholders, AOL intends to return a significant portion of the proceeds to stockholders and we will determine the method to do so prior to the closing of the patent transaction. The current Board and management of AOL have a track record of actively returning capital to stockholders, with the Company having repurchased more than 12% of its shares outstanding since August 11, 2011.

As AOL?s stock price has appreciated, it has outperformed the Company?s peers. Our strategy has delivered improved performance and our stock price has increased. AOL?s stock price has appreciated approximately 144.6% from its 2011 low and 65.6% year-to-date through April 20, 2012. Even before the recent significant increase due to the patent transaction, AOL?s stock performance through April 5, 2012 represented a 80.2% increase from its 2011 low and a 22.0% increase year-to-date. Furthermore, AOL?s stock price has outperformed the market over the last 12 months, appreciating 25.3% relative to (1.3)% and 7.1% returns for the S&P Midcap 400 index and NASDAQ Composite index, respectively. Our stock price also outperformed the market prior to the patent transaction, with our 22.0% increase year-to-date as of April 5, 2012 beating 12.0% and 18.2% returns for the S&P Midcap 400 index and NASDAQ Composite index, respectively. Your support will enable us to continue to pursue the strategy that has achieved these returns.

AOL?s Board has the experience, qualifications and diversity necessary to provide effective oversight and direction to the Company. All of AOL?s Directors have extensive executive and/or public company board experience in a variety of businesses that are highly relevant to oversight of AOL. These businesses include display advertising, marketing, journalism, digital media, television, finance and business development. Your Board has brought its substantial experience to bear through active engagement in AOL?s turnaround strategy to create value for stockholders, with members holding or having held senior management or board positions at brand-name companies such as Amazon.com, Automatic Data Processing, Inc., CBS Corporation, Gilt Groupe, Inc., Google Inc., Kraft Foods Inc., The Proctor & Gamble Company, and respected organizations including the John S. and James L. Knight Foundation, and The Paley Center for Media, among many others.

AOL?s Board is independent and has a stockholder-friendly corporate governance structure that provides rigorous oversight of AOL?s strategic direction. Your Board consists of eight highly-qualified, annually elected Directors, seven of whom are independent. In addition, all five of the standing committees of the Board are comprised entirely of independent Directors and the Board has a Lead Independent Director to ensure effective and independent oversight of management. Because all of our Directors have joined the Board within the past three years, each member brings a fresh outside perspective.

The interests of AOL?s Board and management team are directly aligned with the interests of our stockholders. All of our Directors and senior executives own AOL stock. To ensure that the interests of senior executives are fully aligned with stockholders, the Company instituted stock ownership guidelines for AOL senior executives that encourage behaviors that have a positive influence on stock price appreciation and total stockholder return, and all executives are in full compliance. Additionally, AOL Directors and executive officers collectively hold almost 5% of AOL?s stock. Furthermore, cash compensation from performance bonuses for senior executives is almost entirely tied to Adjusted OIBDA and Free Cash Flow. In 2011, over 69% of our Chairman and CEO?s compensation and 78% of our other senior executives? compensation was from equity and cash performance bonuses as the Company had its second sequential growth in Adjusted OIBDA in the fourth quarter of 2011 and saw Free Cash Flow grow year-over-year for the first time since the first quarter of 2009.

AOL seeks your support in electing the Company?s eight highly qualified nominees and your Board unanimously recommends that stockholders vote ?FOR? the Company?s experienced and highly qualified Director nominees: Tim Armstrong, Richard Dalzell, Karen Dykstra, Alberto Ibargüen, Susan Lyne, Patricia Mitchell, Fredric Reynolds and James Stengel.

Your vote is extremely important, no matter how many or how few shares you own. Whether or not you plan to attend the Annual Meeting, you have an opportunity to protect your investment in AOL by voting the WHITE proxy card. We urge you to vote today by telephone, by Internet, or by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided. Please do not return or otherwise vote any proxy card sent to you by Starboard. If you have any questions or need assistance voting your shares, please contact MacKenzie Partners, Inc., which is assisting us in connection with this year?s Annual Meeting, at 800-322-2885.

On behalf of your Board, we thank you for your continued support of AOL as we work to create a lasting business that provides stockholders with exceptional value.