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                              EARTHLINK NETWORK, INC.
                                AMENDED AND RESTATED
                        CONVERTIBLE SECURITIES VESTING PLAN

                                     BACKGROUND

It having been previously brought to the attention of the Board of Directors 
(the "Board") that outstanding warrants, non-plan options and plan-based 
options for the purchase of shares of the Company's capital stock held by the 
Company's officers and directors set forth on Schedule I hereto 
(collectively, the "Convertible Securities") do not contain the appropriate 
change-in-control vesting provisions which the Board believed to be in 
effect, the Board directed the Company's officers to investigate the 
provisions of the Convertible Securities and report their findings to the 
Board.  The report indicates that the Convertible Securities, in fact, do not 
contain the change-in-control vesting provisions which the Board believed to 
be in effect and which the Board considers necessary to protect the interests 
of the holders in the event of a change-in-control of the Company.  
Furthermore, the report indicates that the Company's 1995 Stock Option Plan 
also fails to contain a change-in-control vesting provision applicable to the 
Convertible Securities issued and issuable thereunder.

The Board notes that the industry in which the Company primarily conducts 
business, namely the Internet service provider and telecommunications 
industry, is undergoing a transformation characterized most notably by 
acquisitions, buy-outs, mergers and consolidations of, by and between 
traditional industry members and non-traditional market entrants.  It is the 
Board's belief that because of these industry characteristics, 
change-in-control provisions which accelerate vesting of purchase rights are 
standard in the industry.

                                   DETERMINATION

Upon consideration of the above background information, the Board deems it to 
be in the Company's and its stockholders' best interest to amend the vesting 
schedules of the Convertible Securities so that unvested purchase rights 
accelerate and become fully vested and exercisable upon a change-in-control 
event, as described below.  The Board believes it is crucial for its 
directors and senior executives to be protected against such 
change-in-control events.

The Board therefore adopts this Convertible Securities Vesting Plan (the 
"Plan") and hereby authorizes and directs the officers of the Company, 
working with the Company's legal counsel and accountants, to take such action 
as is necessary to amend the vesting schedules of the Convertible Securities 
to include the change-in-control provision and further amend the Convertible 
Securities as necessary to remove and/or alter provisions which may conflict 
with the change-in-control provision.

The Board notes that as of the date of this Plan, the Company has not entered 
into a business combination transaction with any party, nor does the Company 
currently contemplate entering into such a transaction with any specific 
party in the foreseeable future.

                      ADOPTION OF CHANGE-IN-CONTROL PROVISION

The vesting schedules of the Convertible Securities shall be amended to 
include substantially the following provision but with such modifications as 
are necessary to comport with the balance of the instrument as may be 
determined by the Company's officers:

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     Upon a Change-in-Control, all unvested purchase rights granted in 
     this instrument shall immediately vest and become exercisable 
     notwithstanding the vesting schedule otherwise contemplated by this 
     instrument.

     "Change-in-Control" shall mean the occurrence of any of the 
     following events: (a) the execution of an agreement for the sale of 
     all, or a material portion, of the assets of the Company; (b) the 
     execution of an agreement for a merger or recapitalization of the 
     Company, or any merger or recapitalization whereby the Company is 
     not the surviving entity; (c) the acquisition, directly or 
     indirectly, of the beneficial ownership of 25% or more of the 
     outstanding voting securities of the Company by any "person" 
     (within the meaning of that term as it is used in Section 13(d) of 
     the Securities Exchange Act of 1934, as amended, and the rules 
     promulgated thereunder); or (d) a change of control of the Company 
     as determined by the Board of Directors in its sole discretion.   
     Notwithstanding the foregoing, none of the transactions 
     contemplated by that certain Investment Agreement, dated as of 
     February 10, 1998, among Steven Corporation, a Kansas corporation, 
     Steven Communications Company, LP, a Delaware limited partnership, 
     the Company, Newco, Inc., a Delaware corporation and Newco Sub, a 
     Delaware corporation (the "Investment Agreement" or any Ancillary 
     Agreements, as defined in the Investment Agreement (including, 
     without limitation) the conversion of the Convertible Preferred 
     Stock and/or the Convertible Notes, each as defined in the 
     Investment Agreement) either individually or in the aggregate, 
     shall be deemed to be a "Change in Control", unless it constitutes 
     a Business Combination that is not a Discriminatory Transaction, as 
     defined in the Investment Agreement.