<PAGE>

                               EARTHLINK NETWORK, INC.

                       CERTIFICATE OF DESIGNATION, PREFERENCES
                  AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK

                      -----------------------------------------

                            PURSUANT TO SECTION 151 OF THE
                   GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

                      ------------------------------------------

       EarthLink Network, Inc. (the "Corporation"), certifies that pursuant to
the authority contained in Article IV of its Certificate of Incorporation, and
in accordance with the provisions of Section 151 of the General Corporation Law
of the State of Delaware, its Board of Directors has adopted the following
resolution creating a series of the Preferred Stock, $.01 par value, designated
as Series B Convertible Preferred Stock:

       RESOLVED, that a series of the class of Preferred Stock, $.01 par value,
of the Corporation be hereby created, and that the designation and amount
thereof and the voting powers, preferences, and relative, participating,
optional and other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are set forth in this
Certificate of Designation, Preferences and Rights of Series B Convertible
Preferred Stock (the "Certificate of Designation") as follows:

       1.      DESIGNATION AND AMOUNT.  Preferred Stock of the Corporation
created and authorized for issuance hereby shall be designated as "Series B
Convertible Preferred Stock" (herein referred to as "Series B Preferred Stock"),
having a par value per share equal to $.01, and the number of shares
constituting such series shall be 600,000.  The Corporation shall only
originally issue shares of Series B Preferred Stock to Sprint Corporation, a
Kansas corporation ("Sprint"), and its successors and Affiliates.

       2.      RANK.  The Series B Preferred Stock shall, with respect to any
and all rights and preferences set forth herein, including without limitation,
dividend rights and rights upon liquidation, winding up or dissolution, whether
voluntary or involuntary, rank immediately junior to that certain series of
preferred stock of the Corporation designated as Series A Convertible Preferred
Stock (the "Series A Stock") in the Certificate of Designation, Preferences and
Rights of the Series A Stock which was filed with the Secretary of State of the
State of Delaware on June 5, 1998.  The Series B Preferred Stock will rank
junior only to the Series A Stock, and shall, with respect to dividend rights
and rights upon liquidation, winding up or dissolution, whether voluntary or
involuntary, rank prior to the Common Stock (as defined in Section 10 hereof)
and all classes or series of preferred stock, preference stock or any other
capital stock or equity securities of the Corporation, whether now issued or
hereafter created, other than the Series A Stock; PROVIDED, HOWEVER, that if the
Corporation hereafter issues a series of the equity securities of the
Corporation that rank immediately junior to the Series A Preferred Stock and
that are Alternative Securities issued pursuant to the Governance Agreement (as
defined in Section 7 herein), such issuance shall in no event be interpreted to
violate this Certificate of Designation, shall be interpreted in all respects to
be consistent with this Certificate of Designation, and such additional
Alternative Securities shall be designated as PARI PASSU with the Series B
Preferred Stock in all applicable rights, preferences and terms.  All equity
securities of the Corporation to which the Series B Preferred Stock ranks prior,
including the Common Stock, are collectively referred to herein as the "Junior


<PAGE>

Securities."

       3.      DIVIDEND PROVISIONS.

               (a)    DIVIDENDS.

                      (i)      LIQUIDATION ACCRETION DIVIDENDS.  On and before
               the fifth anniversary of the Purchase Date, the Corporation shall
               pay, and the holders of outstanding shares of Series B Preferred
               Stock ("Holders") shall be entitled to receive on each Dividend
               Payment Date, a dividend on each share of Series B Preferred
               Stock at a rate per annum equal to three percent (3.00%) of the
               Liquidation Value (as then increased, as provided in Section
               4(a)) per share of Series B Preferred Stock, accruable and
               compounded quarterly on each of the Dividend Accrual Dates, which
               dividend shall be in the form of an increase in the Liquidation
               Value in such amount (each such increase is referred to as a
               "Liquidation Accretion Dividend").  All dividends shall accrue
               quarterly in arrears and shall compound on each Dividend Accrual
               Date, commencing on the first Dividend Accrual Date after the
               date of issuance of the applicable shares of Series B Preferred
               Stock.  The Board of Directors shall declare and pay such accrued
               dividends on each Dividend Payment Date and the Corporation shall
               take all further actions necessary to cause such dividend to be
               paid to the Holders in the form and manner prescribed herein.
               Notwithstanding the foregoing, upon the first date of the
               consummation of a Business Combination, or an Optional Redemption
               by the Corporation pursuant to Section 6(a), the Corporation
               shall pay, and the Holders of outstanding shares of Series B
               Preferred Stock shall be entitled to receive, a dividend on each
               share of Series B Preferred Stock in the form of an aggregate
               increase in the Liquidation Value in an amount equal to the
               amount by which the Liquidation Value would have increased
               pursuant to this Section 3(a)(i) if such Holder had held such
               shares of Series B Preferred Stock, until the first Dividend
               Payment Date on or following the fifth anniversary of the
               Purchase Date.

                      (ii)     CASH DIVIDENDS.  After the fifth anniversary of
               the Purchase Date, the Corporation shall pay, and the Holders of
               outstanding shares of Series B Preferred Stock shall be entitled
               to receive, when, as and if declared by the Board of Directors,
               out of funds legally available therefor, cumulative dividends on
               each share of Series B Preferred Stock at a rate per annum equal
               to three percent (3.00%) of the Liquidation Value per share of
               Series B Preferred Stock, accruable quarterly on each of the
               Dividend Accrual Dates, payable only in cash; provided, however,
               that after the twentieth anniversary of the Purchase Date, the
               Corporation shall pay, and the Holders of outstanding shares of
               Series B Preferred Stock shall be entitled to receive, when, as
               and if declared by the Board of Directors, out of funds legally
               available therefor, cumulative dividends on each share of Series
               B Preferred Stock at a rate per annum equal to 8% of the
               Liquidation Value per share of Series B Preferred Stock,
               accruable quarterly on each of the Dividend Accrual Dates,
               payable only in cash, which rate shall increase by 200 basis
               points on each anniversary of the Purchase Date thereafter, but
               not to exceed a maximum rate of 12%.  All cash dividends shall be
               cumulative, whether or not declared, on a daily basis from the
               fifth anniversary of the Purchase Date or the date of issuance,
               whichever is later, and shall accrue quarterly in arrears on each
               Dividend Accrual Date, commencing on the first Dividend Accrual
               Date after the fifth anniversary of the Purchase Date or the date
               of issuance, whichever is later.  The Board of Directors shall


                                          2
<PAGE>

               declare and pay such accrued dividends at such time and to the
               extent permitted by law.

                      (iii)    GENERAL PROVISIONS.  Each distribution in the
               form of a cash dividend shall be payable to Holders of record as
               they appear on the stock books of the Corporation on such record
               date, not less than 10 nor more than 60 days preceding the
               relevant Dividend Payment Date, as shall be fixed by the Board of
               Directors of the Corporation.  For any period during which any
               share of Series B Preferred Stock is outstanding less than a full
               quarterly dividend period ending on a Dividend Accrual Date, the
               dividends payable shall be computed on the basis of a 360 day
               year consisting of twelve 30-day months and the actual number of
               days elapsed in the period for which the dividends are payable.
               If any Dividend Payment Date for a dividend payable in cash
               occurs on a day that is not a Business Day, any accrued dividends
               otherwise payable on such Dividend Payment Date shall be paid on
               the next succeeding Business Day.

               (b)    CERTAIN OTHER NON-CASH DISTRIBUTIONS.  If the Corporation
       shall at any time, or from time to time, after the Purchase Date,
       declare, order, pay or make a dividend or other distribution (including,
       without limitation, any distribution or issuance of stock or other
       securities or property or rights or warrants to subscribe for securities
       of the Corporation or any of its Subsidiaries by way of dividend or
       spinoff or rights to purchase Common Stock or other Junior Securities)
       on its Common Stock, other than (i) dividends payable in cash in an
       aggregate amount in any fiscal year which, when declared, are not
       expected to exceed the net income of the Corporation during such year
       from continuing operations before extraordinary items, as determined in
       accordance with generally accepted accounting principles consistently
       applied in accordance with past practice, or (ii) any dividend or
       distribution described in Section 5(c)(i), Section 5(c)(ii) or
       Section 5(c)(iii), then, and in each such case (a "Triggering
       Distribution"), each Holder of shares of Series B Preferred Stock shall
       be entitled to receive from the Corporation, with respect to the shares
       of Series B Preferred Stock held by such Holder, the same dividend or
       distribution that such Holder would have received if immediately prior
       to the earlier of such Triggering Distribution or any record date
       therefor (i) a Business Combination had occurred causing the last
       sentence of Section 3(a)(i) to be effected, and (ii) such Holder
       converted all of such Holder's shares of Series B Preferred Stock into
       shares of Common Stock.  Any such dividend, distribution or issuance
       shall be declared, ordered, paid or made on the Series B Preferred Stock
       at the same time such dividend, distribution or issuance is declared,
       ordered, paid or made on the Common Stock.


               (c)    LIMITATION ON DIVIDENDS AND OTHER DISTRIBUTIONS.  Unless
       full cumulative dividends, if any, accrued on all outstanding shares of
       the Series B Preferred Stock have been or contemporaneously are declared
       and paid for all periods prior to and ending on the most recent Dividend
       Accrual Date, no dividend shall be declared or paid or set aside for
       payment or other distribution declared or made upon the Junior
       Securities (other than a dividend or distribution paid solely in shares
       of, or warrants, rights or options solely exercisable for or convertible
       into, Junior Securities), nor shall any Junior Securities be redeemed,
       purchased or otherwise acquired for any consideration, nor may any
       moneys be paid to or made available for a sinking fund for the
       redemption of any shares of any such securities, by the Corporation
       (other than redemptions and purchases pursuant to or in accordance with
       agreements between the Corporation and its or its subsidiaries'
       directors, officers and key employees), except by conversion into or
       exchange for


                                          3
<PAGE>

       Junior Securities.

       4.      LIQUIDATION PREFERENCE.

               (a)    In the event of any voluntary or involuntary liquidation,
       dissolution or winding up of the Corporation ("Liquidation Event"), the
       Holders of Series B Preferred Stock then outstanding shall be entitled
       to receive, prior and in preference to any distribution of any of the
       assets of the Corporation to the holders of Common Stock and other
       Junior Securities by reason of their ownership thereof, an amount per
       share equal to the sum of (i) the average of the Closing Price per share
       of Common Stock for the 30 Trading Days immediately preceding the
       Purchase Date (the "Average Stock Price") for each outstanding share of
       Series B Preferred Stock, (ii) the amount of all Liquidation Accretion
       Dividends that have been paid pursuant to Section 3(a)(i) (including an
       amount equal to a prorated dividend pursuant to Section 3(a)(i) for the
       period from the Dividend Accrual Date immediately preceding the date of
       the Liquidation Event through the date of the Liquidation Event), and
       (iii) all accumulations of accrued but unpaid dividends payable in cash
       pursuant to Section 3(a)(ii) on each share of Series B Preferred Stock
       (including an amount equal to a prorated dividend pursuant to
       Section 3(a)(ii) for the period from the Dividend Accrual Date
       immediately prior to the receipt of such sum to the date of receipt of
       such sum), with the sum of the amounts referred to in clauses (i), (ii)
       and (iii) referred to herein as the "Liquidation Value".  The schedule
       of (i) the amount of the applicable Liquidation Accretion Dividend for
       each Share of Series B Preferred Stock for each Dividend Payment Date
       therefor, and (ii) the cumulative amount of the Liquidation Value for
       each Share of Series B Preferred Stock, as of each Dividend Payment
       Date, is as follows:

<TABLE>
<CAPTION>
                        Amount of Applicable Quarterly
 Dividend Payment                Liquidation                   Cumulative Liquidation Value for
     Date for         Accretion Dividend for Each Share of     Each Share of Series B Preferred
      Quarter               Series B Preferred Stock                         Stock
------------------   --------------------------------------   ----------------------------------
 <S>                  <C>                                      <C>
          1                            $0.50                                 $67.31
          2                             0.50                                  67.82
          3                             0.51                                  68.32
          4                             0.51                                  68.84
          5                             0.52                                  69.35
          6                             0.52                                  69.87
          7                             0.52                                  70.40
          8                             0.53                                  70.93
          9                             0.53                                  71.46
          10                            0.54                                  71.99
          11                            0.54                                  72.53
          12                            0.54                                  73.08
          13                            0.55                                  73.63
          14                            0.55                                  74.18
          15                            0.56                                  74.73
          16                            0.56                                  75.29
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>
                        Amount of Applicable Quarterly
 Dividend Payment                Liquidation                   Cumulative Liquidation Value for
     Date for         Accretion Dividend for Each Share of     Each Share of Series B Preferred
      Quarter               Series B Preferred Stock                         Stock
------------------   --------------------------------------   ----------------------------------
 <S>                  <C>                                      <C>
          17                            0.56                                  75.86
          18                            0.57                                  76.43
          19                            0.57                                  77.00
          20                            0.58                                  77.58
</TABLE>


               If upon the occurrence of such Liquidation Event, the assets and
       funds are not sufficient to pay in full the liquidation payments payable
       to the Holders of the Series B Preferred Stock, then the Holders of
       outstanding shares of Series B Preferred Stock shall share ratably in
       such distribution of assets.  Except as provided in this Section 4(a),
       Holders of Series B Preferred Stock shall not be entitled to any
       additional distribution upon the occurrence of a Liquidation Event.

               (b)    After the distribution described in Section 4(a) has been
       paid, the remaining assets of the Corporation available for distribution
       to shareholders shall be distributed among the holders of Junior
       Securities in accordance with their respective rights thereto.

               (c)    Neither the consolidation, merger, Business Combination
       or any other form of business combination of the Corporation with or
       into any other person or entity, nor the sale, lease, exchange,
       conveyance or disposition of all or substantially all of the assets of
       the Corporation to persons or entities other than the holders of Junior
       Securities shall be deemed to be a Liquidation Event for purposes of
       this Section 4.

       5.      CONVERSION.  The Holders of the Series B Preferred Stock shall
have conversion rights as follows (the "Conversion Rights"):


               (a)    OPTIONAL CONVERSION RIGHTS AND AUTOMATIC CONVERSION.

                      (i)      Each share of Series B Preferred Stock shall be
               convertible, at the option of the Holder thereof, at any time
               after June 5, 1999, at the office of the Corporation or any
               transfer agent for the Series B Preferred Stock, into such number
               of validly issued, fully paid and nonassessable shares of Common
               Stock, free and clear of all pledges, claims, liens, charges,
               encumbrances and security interests of any kind or nature
               whatsoever, as is determined by dividing the Liquidation Value by
               the Conversion Price at the time in effect for such share;
               provided, however, that, notwithstanding any other provision
               hereof to the contrary, conversion of all outstanding shares of
               Series B Preferred Stock shall be required in the event of
               consummation of a Business Combination. The Conversion Price per
               share for shares of Series B Preferred Stock shall be (i) for the
               period from the Purchase Date through the Dividend Accrual Date
               immediately after the fifth anniversary of the Purchase Date, the
               product of (A) the Average Stock Price, times (B) 116.118%, and
               (ii) thereafter, the Conversion Price then


                                          5
<PAGE>

               in effect shall be increased at a rate per annum equal to six
               percent (6%) thereof, accruable quarterly, and in each case the
               Conversion Price shall be subject to adjustment, from time to
               time as set forth in Section 5(c).

                      (ii)     Upon conversion of any Series B Preferred Stock,
               payment shall be made for (A) dividends under Section 3(a)(i) on
               each converted share of Series B Preferred Stock in an amount
               equal to a prorated Liquidation Accretion Dividend for the period
               from the Dividend Accrual Date immediately prior to the date of
               conversion to such conversion date, and (B) unpaid dividends
               under Section 3(b) resulting from events described therein and
               occurring prior to the date of conversion.

               (b)    MECHANICS OF CONVERSION.  If the Holder of shares of
       Series B Preferred Stock desires to exercise such right of conversion,
       such Holder shall give written notice to the Corporation (the
       "Conversion Notice") of that Holder's election to convert a stated whole
       number of shares of Series B Preferred Stock (the "Conversion Shares")
       into shares of Common Stock, and surrender to the Corporation, at its
       principal office or at such other office or agency maintained by the
       Corporation for such purpose, such Holder's certificate or certificates
       evidencing such Conversion Shares. The Conversion Notice shall also
       contain a statement of the name or names (with addresses) in which the
       certificate or certificates for Common Stock shall be issued.
       Notwithstanding the foregoing, the Corporation shall not be required to
       issue any certificates to any person other than the Holder thereof
       unless the Corporation has obtained reasonable assurance that such
       transaction is exempt from the registration requirements of, or is
       covered by an effective registration statement under, the Securities Act
       of 1933, as amended (the "Act"), and all applicable state securities
       laws, including, if necessary in the reasonable judgment of the
       Corporation or its legal counsel, receipt of an opinion to such effect
       from counsel reasonably satisfactory to the Corporation. In no event
       would such opinion be required if the shares of Common Stock could, upon
       conversion, be resold pursuant to Rule 144 or Rule 144A under the Act.
       As promptly as practicable, and in any event within five business days,
       after the receipt of the Conversion Notice and the surrender of the
       certificate or certificates representing the Conversion Shares, the
       Corporation shall issue and deliver, or cause to be delivered, to the
       Holder of the Conversion Shares or his nominee or nominees, (i) a
       certificate or certificates for the number of shares of Common Stock
       issuable upon the conversion of such Conversion Shares and (ii) if less
       than the full number of shares of Series B Preferred Stock evidenced by
       the surrendered certificate or certificates are being converted, a new
       certificate or certificates, of like tenor, evidencing the number of
       shares evidenced by such surrendered certificate or certificates less
       the number of Conversion Shares. Such conversion shall be deemed to have
       been effected as of the close of business on the date the Corporation
       received the Conversion Notice and the certificate or certificates
       representing the Conversion Shares, and the person or persons entitled
       to receive the shares of Common Stock issuable upon conversion shall be
       treated for all purposes as the holder or holders of record of such
       shares of Common Stock as of the close of business on such date,
       provided, however, that if such conversion by a Holder of Series B
       Preferred Stock would give rise to the waiting period of the HSR Act,
       such conversion shall not be effective and shall be contingent upon (i)
       the expiration or termination of such waiting period, and (ii) the
       absence of any action taken or instituted by the Department of Justice,
       the Federal Trade Commission or any other governmental entity by the
       expiration or termination of such waiting period to delay, enjoin or
       place conditions on such conversion.


                                          6
<PAGE>

               (c)    CONVERSION PRICE ADJUSTMENTS OF PREFERRED STOCK.

                      (i)      If the Corporation should at any time or from
               time to time after the Purchase Date fix a record date for the
               effectuation of a split or subdivision of the outstanding shares
               of Common Stock or the determination of holders of Common Stock
               entitled to receive a dividend or other distribution payable in
               additional shares of Common Stock, then, as of such record date
               (or, if no record date is fixed, as of the close of business on
               the date on which the Board of Directors adopts the resolution
               relating to such dividend, distribution, split or subdivision),
               the Conversion Price shall be decreased to equal the product of
               the Conversion Price in effect immediately prior to such date
               multiplied by a fraction, the numerator of which shall be the
               number of shares of Common Stock outstanding immediately prior
               thereto and the denominator of which shall be the number of
               shares of Common Stock outstanding immediately thereafter.

                      (ii)     If the number of shares of Common Stock
               outstanding at any time or from time to time after the Purchase
               Date is decreased by a combination of the outstanding shares of
               Common Stock, then following such combination, the Conversion
               Price shall be increased to equal the product of the Conversion
               Price in effect immediately prior thereto multiplied by a
               fraction, the numerator of which shall be the number of shares of
               Common Stock outstanding immediately prior thereto and the
               denominator of which shall be the number of shares of Common
               Stock outstanding immediately thereafter.  So long as any shares
               of Series B Preferred Stock are outstanding, the Corporation
               shall not combine any shares of Common Stock unless it likewise
               combines all shares of Common Stock.

                      (iii)    If the Corporation shall at any time and from
               time to time after the Purchase Date issue rights or warrants to
               all holders of the Common Stock entitling such holders to
               subscribe for or purchase Common Stock at a price per share less
               than the Current Market Price per share of the Common Stock on
               the record date for the determination of stockholders entitled to
               receive such rights or warrants, then, and in each such case, the
               number of shares of Common Stock into which each share of Series
               B Preferred Stock is convertible shall be adjusted so that the
               holder of each share thereof shall be entitled to receive, upon
               the conversion thereof, the number of shares of Common Stock
               determined by multiplying the number of shares of Common Stock
               into which such share was convertible on the day immediately
               prior to such record date by a fraction, (A) the numerator of
               which is the sum of (1) the number of shares of Common Stock
               outstanding on such record date and (2) the number of additional
               shares of Common Stock which such rights or warrants entitle
               holders of Common Stock to subscribe for or purchase ("Offered
               Shares"), and (B) the denominator of which is the sum of (1) the
               number of shares of Common Stock outstanding on the record date
               and (2) a fraction, (x) the numerator of which is the product of
               the number of Offered Shares multiplied by the subscription or
               purchase price of the Offered Shares and (y) the denominator of
               which is the Current Market Price per share of Common Stock on
               such record date.  Such adjustment shall become effective
               immediately after such record date.

                      (iv)     If the Corporation shall be a party to any
               transaction, including any capital reorganization,
               reclassification or recapitalization involving the Common Stock
               of


                                          7
<PAGE>

               the Corporation (other than (A) a transaction described in
               clauses (i) and (ii) of this Section 5(c) or in Section 3(b) or
               (B) a consummated Business Combination), or some other form of
               transaction (other than a consummated Business Combination) in
               which the previously outstanding shares of Common Stock shall be
               changed into or, pursuant to the operation of law or the terms of
               the transaction to which the Corporation is a party, exchanged,
               or would have been changed or exchanged as required by the
               Certificate of Incorporation if such Common Stock were
               outstanding, for different securities of the Corporation or
               common stock or other securities of another corporation or
               interests in a non-corporate entity (such other corporation or
               non-corporate entity is referred to herein as the "Surviving
               Entity") or other property (including cash) or any combination of
               the foregoing, then, as a condition to the consummation of such
               transaction, lawful and adequate provision shall be made whereby
               the Holders of the Series B Preferred Stock shall thereafter have
               the right to receive, in lieu of the shares of Common Stock of
               the Corporation immediately theretofore receivable with respect
               to the conversion of such shares of Series B Preferred Stock,
               such shares of stock or securities (such stock and securities are
               referred to herein as the "Surviving Entity Securities") or
               assets as would have been issued or payable with respect to or in
               exchange for the shares of Common Stock which such holders would
               have held had the shares of Series B Preferred Stock been
               converted immediately prior to such transaction.  In any such
               case, appropriate provisions shall be made with respect to the
               rights and interests of the Holders of the Series B Preferred
               Stock to the end that such conversion rights (including, without
               limitation, provisions for adjustment of the Conversion Price)
               shall thereafter be applicable, as nearly as may be practicable
               in relation to any shares of Surviving Entity Securities or
               assets thereafter deliverable upon the exercise thereof.

               (d)    STOCK TRANSFER TAXES.   The issuance of stock
       certificates upon the conversion of the Series B Preferred Stock shall
       be made without charge to the converting Holder for any tax in respect
       of such issuance.  The Corporation shall not, however, be required to
       pay any tax which may be payable in respect of any transfer involved in
       the issuance and delivery of shares in any name other than that of the
       Holder of such shares of Series B Preferred Stock converted, and the
       Corporation shall not be required to issue or deliver any such stock
       certificate unless and until the person or persons requesting the
       issuance thereof shall have paid to the Corporation the amount of such
       tax, if any.

               (e)    NO FRACTIONAL SHARES: CERTIFICATE AS TO ADJUSTMENTS.

                      (i)      No fractional shares shall be issued upon
               conversion of the Series B Preferred Stock, and the number of
               shares of Common Stock to be issued shall be rounded to the
               nearest whole share.

                      (ii)     Upon the occurrence of each adjustment or
               readjustment of the Conversion Price of Series B Preferred Stock
               pursuant to this Section 5, the Corporation, at its expense,
               shall promptly compute such adjustment or readjustment in
               accordance with the terms hereof and prepare and furnish to each
               Holder of Series B Preferred Stock a certificate setting forth
               such adjustment or readjustment and showing in detail the facts
               upon which such adjustment or readjustment is based.  The
               Corporation shall, upon the written request at any time of any
               Holder of Series B Preferred Stock, furnish or cause to


                                          8
<PAGE>

               be furnished to such Holder a like certificate setting forth (A)
               such adjustment and readjustment, (B) the Conversion Price at the
               time in effect, and (C) the number of shares of Common Stock and
               the amount, if any, of other property which at the time would be
               received upon the conversion of a share of Series B Preferred
               Stock.

               (f)    NOTICES OF RECORD DATE.  In the event of any taking by
       the Corporation of a record of the Holders of any class of securities
       for the purpose of determining the Holders thereof who are entitled to
       receive any dividend (other than a cash dividend or a Liquidation
       Accretion Dividend) or other distribution, any right or warrant to
       subscribe for, purchase or otherwise acquire any shares of stock or any
       class of any other securities or property, or to receive any other right
       (including, without limitation, making a dividend or other distribution
       of any rights under a stockholder rights plan (sometimes known as a
       "poison pill" plan), whether now existing or hereafter created), the
       Corporation shall mail to each Holder of Series B Preferred Stock, at
       least 20 days prior to the date specified therein, a notice specifying
       the date on which any such record is to be taken for the purpose of such
       dividend, distribution, right or warrant, and the amount and character
       of such dividend, distribution, right or warrant.  The Corporation shall
       not issue such dividend, distribution, right or warrant described herein
       or in Section 5(c)(iii), or consummate any Business Combination, or any
       reorganization, reclassification or recapitalization described in
       Section 5(c)(iv), unless it provides the Holders of the Series B
       Preferred Stock at least 20 days advance written notice thereof.

               (g)    RESERVATION OF SECURITIES ISSUABLE UPON CONVERSION.  The
       Corporation shall at all times reserve and keep available out of its
       authorized but unissued shares of Common Stock, solely for the purpose
       of effecting the conversion of the shares of the Series B Preferred
       Stock, free from any preemptive right or other obligation, such number
       of its shares of Common Stock as shall from time to time be sufficient
       to effect the conversion of all outstanding shares of the Series B
       Preferred Stock; and if at any time the number of authorized but
       unissued shares of Common Stock shall not be sufficient to effect the
       conversion of all then outstanding shares of the Series B Preferred
       Stock, in addition to such other remedies as shall be available to the
       Holder of such Series B Preferred Stock, the Corporation will take such
       corporate action as may be necessary to increase its authorized but
       unissued shares of Common Stock to such number of shares as shall be
       sufficient for such purposes.  The Corporation shall prepare and shall
       use commercially reasonable efforts to obtain and keep in force such
       governmental or regulatory permits or other authorizations as may be
       required by law, and shall comply with all requirements as to
       registration, qualification or listing of the Common Stock in order to
       enable the Corporation to lawfully issue and deliver to each Holder of
       record of Series B Preferred Stock such number of shares of its Common
       Stock as shall from time to time be sufficient to effect the conversion
       of all Series B Preferred Stock then outstanding and convertible into
       shares of Common Stock, including, without limitation, compliance with
       the filing and waiting period requirements of the HSR Act.

               (h)    NOTICES.  Any notice required by the provisions of this
       Section 5 to be given to the Holders of shares of Series B Preferred
       Stock shall only be effective upon receipt and may be given by personal
       delivery, U.S. certified mail, return receipt requested, or by a
       nationally recognized overnight delivery service (e.g., United Parcel
       Service or Federal Express), delivery or postage prepaid and addressed
       to each Holder of record at his address appearing on the books of this
       Corporation (and, in the case of any Holder that is a corporation ore
       other entity, to the


                                          9
<PAGE>

       attention of the President).

       6.      REDEMPTION.

               (a)    OPTIONAL REDEMPTION.  The Series B Preferred Stock may be
       redeemed (subject to (i) the right of any or all shares of Series B
       Preferred Stock to be converted into Common Stock at any time prior to
       the Redemption Date (as defined in Section 6(b)), and (ii) subject to
       the restrictions described in this Section 6(a) and the legal
       availability of funds therefor) at any time after June 5, 2001, at the
       Corporation's option, in whole or in part, in the manner provided in
       Section 6(b), at a redemption price per share of Series B Preferred
       Stock (expressed as a percentage of the Liquidation Value, which
       includes the full accelerated amount of the Liquidation Accretion
       Dividends as prescribed by Section 3(a)(i)) set forth above), if
       redeemed during the 12-month period beginning on the anniversary date of
       the Purchase Date of each of the years set forth below:

<TABLE>
<CAPTION>
                      Year                              Percentage
                                                        ----------
                      <S>                               <C>
                      2001                                  103%
                      2002                                  102%
                      2003                                  101%
                      Thereafter                            100%
</TABLE>

       In the event a redemption of less than all of the outstanding shares of
       Series B Preferred Stock pursuant to this Section 6(a), the Corporation
       shall effect such redemption either pro rata according to the number of
       shares held by each Holder of shares of Series B Preferred Stock, or by
       lot, in each case, as may be determined by the Corporation in its sole
       discretion.

               (b)    PROCEDURES FOR REDEMPTION.

                      (i)      At least 30 days and not more than 60 days prior
               to the date fixed for any redemption of the Series B Preferred
               Stock, written notice (the "Redemption Notice") shall be given by
               first-class mail, postage prepaid, to each Holder of record on
               the record date fixed for such redemption (the "Redemption Date")
               of the Series B Preferred Stock at such Holder's address as the
               same appears on the stock register of the Corporation, provided
               that no failure to give such notice nor any deficiency therein
               shall affect the validity of the procedure for the redemption of
               any shares of Series B Preferred Stock to be redeemed except as
               to the Holder or Holders to whom the Corporation has failed to
               give said notice or except as to the Holder or Holders whose
               notice was defective; provided, further, that the Corporation may
               withdraw such Redemption Notice and thereby have no obligation to
               consummate the redemption described therein at any time prior to
               the third day prior to the Redemption Date set forth therein by
               providing written notice of such withdrawal to each Holder who
               received such Redemption Notice.  The Redemption Notice shall
               state:

                               (1)   the redemption price;

                               (2)   whether all or less than all the
                      outstanding shares of the Series B


                                          10
<PAGE>

                      Preferred Stock are to be redeemed and the total number
                      of shares of the Series B Preferred Stock being redeemed;

                               (3)   the number of shares of Series B Preferred
                      stock held, as of the appropriate record date, by the
                      Holder that the Corporation intends to redeem;

                               (4)   the Redemption Date;

                               (5)   that the Holder is to surrender to the
                      Corporation, at the place or places where certificates
                      for shares of Series B Preferred Stock are to be
                      surrendered for redemption, in the manner and at the
                      price designated, Holder's certificate or certificates
                      representing the shares of Series B Preferred Stock to be
                      redeemed; and

                               (6)   that cash dividends on the shares of the
                      Series B Preferred Stock to be redeemed shall cease to
                      accrue on such Redemption Date unless the Corporation
                      defaults in the payment of the redemption price.

                      (ii)     Each Holder of Series B Preferred Stock shall
               surrender the certificate or certificates representing such
               shares of Series B Preferred Stock to the Corporation, duly
               endorsed, in the manner and at the place designated in the
               Redemption Notice and on the Redemption Date.  The full
               redemption price for such shares of Series B Preferred Stock
               shall be payable in cash to the person whose name appears on such
               certificate or certificates as the owner thereof, and each
               surrendered certificate shall be canceled and retired.  In the
               event that less than all of the shares represented by any such
               certificate are redeemed, a new certificate shall be issued
               representing the unredeemed shares.

                      (iii)    Unless the Corporation defaults in the payment
               in full of the applicable redemption price, cash dividends on the
               shares of Series B Preferred Stock called for redemption shall
               cease to accrue and accumulate on the Redemption Date, and the
               Holders of such redeemed shares shall cease to have any further
               rights with respect thereto from and after the Redemption Date,
               other than the right to receive the redemption price on the
               Redemption Date, without interest.

       7.      VOTING RIGHTS.  The Holders of shares of Series B Preferred Stock
shall not be entitled to any voting rights, except as hereinafter provided in
Section 7(b) and Section 8 or as otherwise provided by law or by that certain
Governance Agreement between the Corporation, Sprint, Sprint L.P. and the
Corporation (formerly, Dolphin, Inc.), dated the Purchase Date (the "Governance
Agreement").  Notwithstanding any other provision of this Section 7 or
Section 8, the Holders of shares of Series B Preferred Stock shall not be
entitled to any voting rights hereunder with respect to a Business Combination
which is not a Discriminatory Transaction.

       8.      PROTECTIVE PROVISIONS.

               (a)     CLASS VOTING.  So long as shares of Series B Preferred
       Stock are outstanding, this Corporation shall not, without first
       obtaining the approval (by vote or written consent) of the Holders of
       sixty-six and two-thirds percent (66 2/3%) of the then outstanding
       shares of Series B


                                          11
<PAGE>

       Preferred Stock (voting as a class):

                      (i)      alter or change the rights, preferences or
               privileges of the shares of Series B Preferred Stock so as to
               affect adversely the shares;

                      (ii)     increase the number of authorized shares of
               Series B Preferred Stock, or create any new series of stock or
               any other securities convertible into equity securities of the
               Corporation having a preference over, or being on a parity with,
               the Series B Preferred Stock (other than Alternative Securities)
               with respect to, dividends, distribution of assets upon
               liquidation, dissolution, winding up or otherwise or conversion
               rights;

                      (iii)    amend the Certificate of Incorporation, Bylaws
               or other organizational documents of the Corporation or take any
               action or enter into any other agreements which, prohibit or
               materially conflict with the Corporation's obligations hereunder
               with respect to the Holders of Series B Preferred Stock; or

                      (iv)     engage in a Liquidation Event.

               (b)    NO IMPAIRMENT.   The Corporation will not, by amendment
       of its Certificate of Incorporation, Bylaws or other organizational
       documents or through any reorganization, reclassification,
       recapitalization, Liquidation Event, issue or sale of securities or any
       other voluntary action by the Corporation, avoid or seek to avoid the
       observance or performance of any of the terms to be observed or
       performed hereunder by the Corporation but will at all times in good
       faith assist in the carrying out of all the provisions of this
       Certificate of Designation, and in the taking of all such action as may
       be necessary or appropriate in order to protect the conversion and other
       rights of the Holders of the Series B Preferred Stock against
       impairment; provided, however, that the protection provided by this
       Section 8(b) shall not apply to a Business Combination in which
       (i) neither the Liquidation Value nor the Conversion Price of the Series
       B Preferred Stock is changed, and (ii) the Holders of Series B Preferred
       Stock shall be entitled to receive consideration at the same time, and
       in the same amount and in the same form per share, as if each share of
       Series B Preferred Stock had been converted into Common Stock
       immediately prior to such Business Combination, after giving effect to
       the acceleration of the full amount of all of the Liquidation Accretion
       Dividends as contemplated by the last sentence of Section 3(a)(i).
       Without limiting the foregoing, but subject to the proviso in the
       immediately preceding sentence, the Corporation will not effect any
       transaction described in this Section 8(b), the result of which is to
       adversely affect any of the rights of holders of Common Stock relative
       to the rights of holders of any other securities other than the Series B
       Preferred Stock.

               (c)    TOLLING OF AUTOMATIC CONVERSION AND OTHER TIME PERIODS
       FOR HSR COMPLIANCE.  Notwithstanding any other provision of this
       Certificate of Designation, until such time as the filing and waiting
       period requirements of the HSR Act relating to the conversion of any of
       the shares of Series B Preferred Stock pursuant to Section 5 shall have
       been complied with, if any, and there shall be no action taken or
       instituted by the United States Department of Justice or the United
       States Federal Trade Commission to delay, enjoin or impose conditions on
       such conversion, and such waiting period applicable under the HSR Act
       shall have expired or received early termination: (i) there shall be no
       automatic conversion of the Series B Preferred Stock into Common Stock,
       (ii) the Redemption Date shall be automatically extended for a period of
       five


                                          12
<PAGE>

       Business Days beyond the latest date contemplated by the first sentence
       of Section 6(b)(i) (as so extended, the "Extended Redemption Date") and
       each Holder of shares of Series B Preferred Stock shall be entitled to
       convert any or all of such shares into Common Stock prior to the
       Extended Redemption Date, and (iii) each other date or event that would
       otherwise impair any right to convert the Series B Preferred Stock into
       Common Stock or otherwise impair the rights of the Series B Preferred
       Stock shall be tolled until 10 days after the expiration or early
       termination of all waiting periods under the HSR Act; provided, however,
       that no cash dividends shall accrue during the period after the date
       originally set for redemption pursuant to Section 6.  Any Holder who is
       required to comply with the filing and waiting period requirements of
       the HSR Act with respect to the conversion of any shares of Series B
       Preferred Stock shall use commercially reasonable efforts to cause such
       filing to be made as soon as practicable after such Holder has provided
       notice of its intention to convert such shares of Series B Preferred
       Stock and to diligently and in good faith pursue  expiration or
       termination of the waiting period of the HRS Act.

       9.      STOCKHOLDER RIGHTS PLAN.  Notwithstanding any other provision of
this Certificate of Designation to the contrary, if the Corporation shall adopt
a stockholders rights plan (sometimes known as a "poison pill" plan), and shall
declare, order, pay or make a dividend or other distribution of rights
thereunder with respect to the Common Stock (whether or not separate from the
Common Stock), each Holder of shares of Series B Preferred Stock shall be
entitled to receive from the Corporation, upon conversion of such shares of
Series B Preferred Stock into Common Stock pursuant to Section 5, all of the
rights distributed under such plan (but without any limitation or restriction or
the exercise of such rights that are not also applicable to holders of Common
Stock) fully and to the same extent as if immediately prior to the earlier of
such distribution or any record date therefor (i) the Liquidation Value of such
shares of Series B Preferred Stock had then increased by the full amount of all
Liquidation Accretion Dividends payable as if such shares of Series B Preferred
Stock had been held through and including the first Dividend Payment Date on or
following the fifth anniversary of the Purchase Date, and (ii) such Holder had
then converted all of such Holder's shares of Series B Preferred Stock into
shares of Common Stock.  The preceding sentence shall provide the exclusive
protection under this Certificate of Designation to the Holders of the Series B
Preferred Stock (including any adjustments that would otherwise be required by
Section 5(c)) with respect to the subject matter of the immediately preceding
sentence.

       10.     STATUS OF CONVERTED STOCK. In the event any shares of Series B
Preferred Stock shall be converted pursuant to Section 5 hereof, the shares so
converted shall be canceled and thereupon restored to the status of authorized
but unissued Preferred Stock undesignated as to class or series.

       11.     CERTAIN DEFINITIONS.  For purposes of this Certificate of
Designation, Preferences and Rights of Series B Preferred Stock, unless the
context otherwise requires:

                      (i)      "Acquisition Proposal" shall have the meaning
               set forth in the Governance Agreement.

                      (ii)     "Affiliate" and "Associate" shall have the
               respective meanings ascribed to such terms in Rule 12b-2 under
               the Exchange Act as such Rule is in effect on the Purchase Date.


                                          13
<PAGE>

                      (iii)    "Alternative Securities" shall have the meaning
               set forth in the Governance Agreement.

                      (iv)     A Person shall be deemed to "beneficially own,"
               any securities:

                               (A)   which such Person or any of such Person's
                      Affiliates or Associates, directly or indirectly, has the
                      right to acquire (whether such right is exercisable
                      immediately or only after the passage of time) pursuant
                      to any agreement, arrangement or understanding (whether
                      or not in writing) or upon the exercise of conversion
                      rights, exchange rights, rights, warrants or options, or
                      otherwise;

                               (B)   which such Person or any of such Person's
                      Affiliates or Associates, directly or indirectly, has the
                      right to vote or dispose of or has "beneficial ownership"
                      of (as determined pursuant to Rule 13d-3 under the
                      Exchange Act as such Rule is in effect on the date of
                      this Agreement), including pursuant to any agreement,
                      arrangement or understanding, whether or not in writing;
                      PROVIDED, HOWEVER, that a Person shall not be deemed the
                      "Beneficial Owner" of, or to "beneficially own," any
                      security under this subparagraph (B) as a result of an
                      agreement, arrangement or understanding to vote such
                      security if such agreement, arrangement or understanding
                      arises solely from a revocable proxy given in response to
                      a public proxy or consent solicitation made by the
                      Corporation pursuant to, and in accordance with, the
                      applicable provisions of the General Rules and
                      Regulations under the Exchange Act; or

                               (C)   which are beneficially owned, directly or
                      indirectly, by any other Person (or any Affiliate or
                      Associate thereof) with which such Person (or any of such
                      Person's Affiliates or Associates) has any agreement,
                      arrangement or understanding (whether or not in writing),
                      for the purpose of acquiring, holding, voting (except
                      pursuant to a revocable proxy as described in the proviso
                      to subparagraph (B)) or disposing of any voting
                      securities of the Corporation; PROVIDED, HOWEVER, that
                      nothing in this subparagraph (C) shall cause a person
                      engaged in business as an underwriter of securities to be
                      the "Beneficial Owner" of, or to "beneficially own," any
                      securities acquired through such person's participation
                      in good faith in a firm commitment underwriting under the
                      Act until the expiration of 40 days after the date of
                      such acquisition.

                      (v)      "Business Combination" shall have the meaning
               set forth in the Governance Agreement.

                      (vi)     "Business Day" means any day other than a
               Saturday, Sunday or a day on which banking institutions in the
               State of New York are authorized or obligated by law or executive
               order to close.

                      (vii)    "Closing Price" per share of Common Stock on any
               date shall be the last sale price, regular way, or, in case no
               such sale takes place on such day, the average of the closing bid
               and asked prices, regular way, in either case as reported in the
               principal


                                          14
<PAGE>

               consolidated transaction reporting system with respect to
               securities listed or admitted to trading on the New York Stock
               Exchange or, if the Common Stock is not listed or admitted to
               trading on the New York Stock Exchange, as reported in the
               principal consolidated transaction reporting system with respect
               to securities listed on the principal national securities
               exchange on which the Common Stock is listed or admitted to
               trading or, if the Common Stock is not listed or admitted to
               trading on any national securities exchange, if such shares of
               Common Stock are not listed or admitted to trading on such
               exchange, as reported on the Nasdaq National Market, or if not
               quoted on the Nasdaq National Market, the last quoted sale price
               or, if not so quoted, the average of the high bid and low asked
               prices in the over-the-counter market, as reported by Nasdaq or
               such other system then in use, or, if on any such date the Common
               Stock is not quoted by any such organization, the average of the
               closing bid and asked prices as furnished by a professional
               market maker making a market in the Common Stock selected by the
               Board of Directors.  If the Common Stock is not publicly  held or
               so listed or publicly traded, "Closing Price" shall mean the Fair
               Market Value per share as determined in good faith by the Board
               of Directors of the Corporation.

                      (viii)   "Common Stock" shall mean the Corporation's
               authorized Common Stock, $.01 par value, as constituted on the
               Purchase Date, and any stock into which such Common Stock may
               thereafter be changed or reclassified, including, without
               limitation, any Surviving Entity Securities; provided, however,
               that if Common Stock is changed or reclassified into more than
               one class or series of equity securities, the term "Common Stock"
               shall refer to the class or series of such equity securities
               having the greatest general voting power in the election of
               directors of the Corporation as compared to the other classes or
               series of equity securities.

                      (ix)     "Corporation" means EarthLink Network, Inc., a
               Delaware corporation, together with any successors of the
               Corporation, whether by merger, consolidation or otherwise,
               including without limitation a Surviving Entity.

                      (x)      "Current Market Price" per share of Common Stock
               on any date shall be deemed to be the Closing Price per share of
               Common Stock on the Trading Day immediately prior to such date.

                      (xi)     "Discriminatory Transaction" shall have the
               meaning set forth in the Governance Agreement.

                      (xii)    "Dividend Accrual Date" shall mean each
               anniversary date of the Purchase Date and the dates three months,
               six months and nine months of each year thereafter, beginning
               with the date three months after the Purchase Date, or at such
               additional times and for such interim periods, if any, as
               determined by the Board of Directors.

                      (xiii)   "Dividend Payment Date" shall mean with respect
               to dividends under Section 3(a)(i), the Dividend Accrual Date,
               and with respect to dividends under Section 3(a)(ii), the date
               established by the Board of Directors for the payment of all or
               part of the accrued dividends on the Series B Preferred Stock.


                                          15
<PAGE>

                      (xiv)    "Equity Security" means (i) any Common Stock,
               (ii) any debt or equity securities of the Corporation convertible
               into or exchangeable for Common Stock or other Equity Securities
               of the Corporation that grant the right to vote generally in the
               election of directors ("Voting Equity Securities"), (iii) any
               options, rights or warrants (or any other similar securities)
               issued by the Corporation to acquire Common Stock or other Voting
               Equity Securities or (iv) any security issuable in connection
               with any stock split, stock dividend, recapitalization or other
               similar transaction in which securities are issued on a
               proportionate basis to all holders of a class of Equity
               Securities.

                      (xv)     "Exchange Act" shall mean the Securities
               Exchange Act of 1934, as amended and in effect on the Purchase
               Date.

                      (xvi)    "Fair Market Value" means the amount which a
               willing buyer would pay a willing seller in an arm's-length
               transaction.

                      (xvii)   "Higher Threshold" shall have the meaning set
               forth in the Governance Agreement.

                      (xviii)  "HSR Act" means the Hart-Scott-Rodino Antitrust
               Improvements Act of 1976, as amended, and the regulations
               promulgated thereunder.

                      (xix)    "Lower Threshold" shall have the meaning set
               forth in the Governance Agreement.

                      (xx)     "Person" means any individual, firm,
               corporation, partnership, limited liability company or other
               entity, and shall include any successor (by merger or otherwise)
               of such entity.

                      (xxi)    "Purchase Date" means January 20, 1999.

                      (xxii)   "Qualified Offer" shall have the meaning set
               forth in the Governance Agreement.

                      (xxiii)  "Significant Subsidiary" shall have the meaning
               set forth in the Governance Agreement.

                      (xxiv)   "Sprint Offer" shall have the meaning set forth
               in the Governance Agreement.

                      (xxv)    "Sprint's Percentage Interest" shall have the
               meaning set forth in the Governance Agreement.

                      (xxvi)   "Subsidiary" of any person means any corporation
               or other entity of which a majority of the voting power of the
               voting equity securities or equity interest is owned, directly or
               indirectly, by such person.


                                          16
<PAGE>

                      (xxvii)  "Trading Day" means a day on which the principal
               national securities exchange, Nasdaq or other securities market
               on which the Common Stock is listed or admitted to trading is
               open for the transaction of business or, if the Common Stock is
               not listed or admitted to trading on any national securities
               exchange, any day other than a Saturday, Sunday, or a day on
               which banking institutions in the State of New York are
               authorized or obligated by law or executive order to close.

       IN WITNESS WHEREOF, the Corporation has caused the foregoing certificate
to be signed on January 20, 1999.



                                   EARTHLINK NETWORK, INC.


                                   By:/s/ Charles G. Betty
                                      --------------------
                                   Name: Charles G. Betty
                                         ----------------
                                   Title: President and Chief Executive Officer
                                          -------------------------------------


                                          17
<PAGE>

                              EARTHLINK NETWORK, INC.


                              CERTIFICATE OF AMENDMENT
                     TO CERTIFICATE OF DESIGNATION, PREFERENCES
                 AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK


       EARTHLINK NETWORK, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:


       FIRST:  That the resolutions of the Board of Directors of EarthLink
Network, Inc. (the "Company") were duly adopted February 16, 1999 setting forth
a proposed amendment to the Certificate of Designation, Preferences and Rights
of Series B Convertible Preferred Stock ("Certificate of Designation") of the
Company, declaring said amendment to be advisable and recommending such change
to the sole stockholder of the Series B Convertible Preferred Stock ("Series B
Preferred Stock").  The resolution setting forth the proposed amendment is as
follows:

               That the Certificate of Designation of EarthLink Network, Inc.,
               filed January 20, 1999, be amended by changing the authorized
               number of shares of Series B Preferred Stock from 600,000 to
               625,000.

       SECOND:  That in lieu of a meeting and vote of the sole stockholder of
the Series B Preferred Stock, such stockholder gave its unanimous written
consent to said amendment to the Certificate of Designation in accordance with
the provisions of Section 228 of the General Corporation Law of the State of
Delaware.

       THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

       IN WITNESS WHEREOF, said the Company has caused the foregoing
certificate of amendment to be signed this 16th day of February, 1999.


                              EARTHLINK NETWORK, INC.




                              By:/s/ Charles G. Betty
                                 --------------------
                              Name:  Charles G. Betty
                              Title:  President and Chief Executive Officer


                                          18