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*
Filed herewith.
#
Management compensatory plan or arrangement.
E- 3
10.24#—
Amended and Restated Employment Agreement, dated October 27, 2005, between
EarthLink, Inc. and Charles G. Betty, President and Chief Executive Officer of EarthLink, Inc.
(incorporated by reference to Exhibit 10.1 of EarthLink, Inc.’s Report of Form 8-
K dated
October 27, 2005
—
File No. 001
-
15605).
10.25#—
EarthLink, Inc. Board of Directors Compensation Plan, dated January 2006
(incorporated by
reference to Exhibit 10.1 of EarthLink, Inc.’s Report on Form 8-K dated January 23, 2006—
File
No. 001
-
15605).
10.26#—
Change-in-
Control Accelerated Vesting and Severance Plan, amended and restated February 17,
2006 (incorporated by reference to Exhibit 10.1 of EarthLink, Inc.’s Report on Form 8-
K dated
February 17, 2006
—
File No. 001
-
15605).
10.27#—
Executives’
Position Elimination and Severance Plan, amended and restated February 17, 2006
(incorporated by reference to Exhibit 10.2 of EarthLink, Inc.’s Report on Form 8-
K dated
February 17, 2006
—
File No. 001
-
15605).
10.28#—
Stock Appreciation Rights Agreement for Thomas E. Wheeler, dated February 17, 2006
(incorporated by reference to Exhibit 10.4 of EarthLink, Inc.’s Report on Form 8-
K dated
February 17, 2006
—
File No. 001
-
15605).
10.29#—
Summary of 2005 bonus payments and 2006 salaries for executive officers (incorporated by
reference to EarthLink, Inc.’s Report on Form 8-K dated January 23, 2006—File No. 001-
15605).
10.30#—
Summary of provisions of the 2006 bonus plan for executive officers (incorporated by reference
to EarthLink, Inc.
’
s Report on Form 8
-
K dated February 17, 2006
—
File No. 001
-
15605).
21.1*
—
Subsidiaries of the Registrant.
23.1*
—
Consent of Ernst & Young LLP, an independent registered public accounting firm.
24.1*
—
Power of Attorney (see the Power of Attorney in the signature page hereto).
31.1*—
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-
14 and
15d
-
14, as adopted pursuant to Section 302 of the Sarbanes
-
Oxley Act of 2002.
31.2*—
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-
14 and
15d
-
14, as adopted pursuant to Section 302 of the Sarbanes
-
Oxley Act of 2002.
32.1*—
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes
-
Oxley Act of 2002.
32.2*—
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes
-
Oxley Act of 2002.