X0201 4 2003-10-23 0 0001102541 EARTHLINK INC ELNK 0001055435 DAYTON SKY D 1601 CLOVERFIELD BLVD SUITE 5000 NORTH TOWER SANTA MONICA CA 90404 1 0 0 0 Restricted Stock Units 2003-10-23 4 A 0 3371 A 2004-10-23 2013-10-23 Common Stock 3371 53371 D The Restricted Stock Units were acquired under the Company's Equity Plan for Non-Employee Directors in consideration of the Reporting Person's service as a director. The Restricted Stock Units vest and become exercisable 25% on each of the next four anniversary dates of the date of grant - October 23, 2004, October 23, 2005, October 23, 2006 and October 23, 2007. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis; and the Reporting Person may elect annually to defer the receipt of common shares pursuant to vested Restricted Stock Units under the Company's Deferred Compensation Plan for Directors and Certain Key Employees. Includes options to purchase 50,000 shares of Common Stock. /s/ Sky Dayton 2003-10-24