AT HOME CORP, DEF 14A, 2000-05-26

AT HOME CORP
DEF 14A, 2000-05-26
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]Confidential, for Use of the
[_]Preliminary Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))

[X]Definitive Proxy Statement

[_]Definitive Additional Materials

[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

At Home Corporation
(Name of the Registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]No fee required.

[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)Title of each class of securities to which transaction applies:

(2)Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4)Proposed maximum aggregate value of transaction:

(5)Total fee paid:

[_]Fee paid previously with preliminary materials.

[_]Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1)Amount Previously Paid:

(2)Form, Schedule or Registration Statement No.:

(3)Filing Party:

(4)Date Filed:

Notes:

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[LOGO OF EXCITE@HOME]

May 26, 2000

To Our Stockholders:

You are cordially invited to attend the 2000 annual meeting of stockholders
of At Home Corporation to be held at our headquarters located at 450 Broadway
Street, Redwood City, California, on Tuesday, June 20, 2000, at 9:00 a.m.
Pacific Time. The matters expected to be acted upon at the meeting are
amendments to our certificate of incorporation, election of our board of
directors, amendments to our 1997 Equity Incentive Plan and 1997 Employee Stock
Purchase Plan to increase the shares reserved under these plans, and
ratification of Ernst & Young LLP as our independent auditors for 2000. Each of
these proposals is described in detail in the accompanying notice of annual
meeting of stockholders and proxy statement.

The approval of the proposed amendments to our certificate of incorporation
is a condition to the effectiveness of the transactions contemplated by our
letter agreement dated March 28, 2000 with AT&T, Comcast and Cox, including the
extension of our distribution relationships with these cable partners. After
careful consideration, our board of directors unanimously approved this letter
agreement, the issuance of warrants to these cable partners under this letter
agreement, and the proposed amendment to our certificate of incorporation. The
board unanimously recommends that you approve the proposed amendment to our
certificate of incorporation, as well as the other items to be considered at
the meeting.

Please use this opportunity to take part in our affairs by voting on the
business to come before this meeting. Whether or not you plan to attend the
meeting, please complete, date, sign and promptly return the enclosed proxy in
the enclosed postage-paid envelope prior to the meeting so that your shares
will be represented at the meeting. Returning the proxy does not deprive you of
your right to attend the meeting and to vote your shares in person.

We hope to see you at the meeting.

Sincerely,

/s/ George Bell
George Bell

President, Chief Executive Officer

and Chairman of the Board
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[LOGO OF EXCITE@HOME]

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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To Our Stockholders:

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of At Home
Corporation will be held at our headquarters located at 450 Broadway Street,
Redwood City, California, on Tuesday, June 20, 2000, at 9:00 a.m., Pacific
Time.

At the meeting, you will be asked to consider and vote upon the following
matters:

1. Amendments of our fifth amended and restated certificate of
incorporation, as set forth in Annex A to the attached proxy statement, which
will:

(i) increase the authorized number of shares of Series B common stock from
30,800,000 to 110,000,000, to provide for shares of Series B common
stock to be issued to AT&T in exchange for shares of Series A common
stock and upon exercise of warrants issued or to be issued to AT&T, and
create an exception to the restriction against issuing shares of Series
B common stock to provide for these issuances;

(ii) increase the authorized number of shares of Series A common stock from
683,700,000 to 1,000,000,000;

(iii) eliminate the authorized shares of Series K common stock;

(iv) provide that holders of shares of Series B common stock, voting
together as a separate series, will be entitled to elect a majority of
the board of directors, that holders of shares of Series A common
stock, voting together as a separate series, will be entitled to elect
two directors, and that any additional directors will be elected by
the holders of all outstanding voting shares of our capital stock,
voting together as a single class;

(v) change the minimum number of directors on the board such that, so long
as there are at least 10 million shares of Series B common stock
outstanding, the minimum number of directors will be seven, and
otherwise that the minimum number of directors will be three;

(vi) eliminate all supermajority and unanimous board voting requirements
and special voting requirements for related party transactions, and
instead provide that all board actions be approved by the vote of a
majority of the board of directors or the vote of a majority of the
relevant committee of the board; and

(vii) eliminate the .Com committee of the board, which is comprised of our
Chief Executive Officer and certain other directors not affiliated
with our principal cable partners, and which was empowered to review
and approve connectivity and promotional agreements between us and
our principal cable partners but has never been called upon to do so.

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2. The election of eleven directors, consisting of two Series A directors,
five Series B directors and four additional directors, each to serve until the
next annual meeting of stockholders and until his successor has been elected
and qualified or until his earlier resignation, death or removal. Our board of
directors intends to present the following nominees for election as directors:

<TABLE>
<CAPTION>
Additional
Series A Directors Series B Directors Directors
------------------ ------------------ ----------
<S> <C> <C>
William R. Hearst III C. Michael Armstrong George Bell
Edward S. Rogers John C. Petrillo Mohan Gyani
Brian L. Roberts Thomas A. Jermoluk
Daniel E. Somers Richard Roscitt
David M. Woodrow
</TABLE>

However, as described in the accompanying proxy statement, certain directors
intend to resign if and once the transactions contemplated by our letter
agreement with our principal cable partners become effective.

3. A proposal to amend our 1997 Equity Incentive Plan to increase the number
of shares reserved for issuance under this plan by 40,000,000 shares.

4. A proposal to amend our 1997 Employee Stock Purchase Plan to increase the
number of shares reserved for issuance under this plan by 3,000,000 shares.

5. A proposal to ratify the selection of Ernst & Young LLP as our
independent auditors for 2000.

6. To transact such other business as may properly come before the meeting
or any adjournment of the meeting.

The foregoing items of business are more fully described in the proxy
statement accompanying this notice. Only stockholders of record at the close of
business on April 28, 2000 are entitled to notice of, and to vote at, the
meeting or any adjournment of the meeting.

By Order of the Board of Directors

/s/ George Bell

George Bell

President, Chief Executive Officer

and Chairman of the Board

Redwood City, California

May 26, 2000

Whether or not you plan to attend the meeting, please complete, date, sign
and promptly return the accompanying proxy in the enclosed postage-paid
envelope so that your shares may be represented at the meeting.
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AT HOME CORPORATION
450 BROADWAY STREET
REDWOOD CITY, CALIFORNIA 94063

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PROXY STATEMENT

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May 26, 2000

The accompanying proxy is solicited on behalf of the board of directors of
At Home Corporation, a Delaware corporation, for use at our annual meeting of
stockholders, to be held at our headquarters located at 450 Broadway Street,
Redwood City, California, on Tuesday, June 20, 2000, at 9:00 a.m. Pacific Time.
This proxy statement and the accompanying form of proxy were first mailed to
stockholders on or about May 26, 2000. Our 1999 annual report to stockholders
is enclosed with this proxy statement.

Record Date and Outstanding Shares

Only holders of our common stock of record at the close of business on April
28, 2000, the record date, are entitled to notice of and will be entitled to
vote at the meeting. At the close of business on the record date, we had
365,238,851 shares of Series A common stock, 30,800,000 shares of Series B
common stock and 1,083,334 shares of Series K common stock outstanding and
entitled to vote, held of record by approximately 3,000 stockholders, although
we have been informed that there are in excess of 330,000 beneficial owners.

Voting Rights

Holders of our Series A and Series K common stock are entitled to one vote
for each share held as of the record date, and holders of our Series B common
stock are entitled to 10 votes for each share held as of the record date.
Shares may not be voted cumulatively. In the event that a broker, bank,
custodian, nominee or other record holder of our common stock indicates on a
proxy that it does not have discretionary authority to vote certain shares on a
particular matter (a "broker non-vote"), then those shares will not be
considered present and entitled to vote with respect to that matter, although
they will be counted in determining whether or not a quorum is present at the
meeting.

Share Ownership of Management and Principal Cable Partners

On the record date, our directors, executive officers and affiliates as a
group beneficially owned 162,160,835 shares of Series A common stock,
30,800,000 shares of Series B common stock and 1,083,334 shares of Series K
common stock. These shares constituted approximately 48.9% of our outstanding
shares of common stock and approximately 69.9% of the voting power of these
outstanding shares as of the record date. On the record date, AT&T Corp.
beneficially owned 100% of our Series B common stock and approximately 17% of
our Series A common stock. As a result, AT&T controlled approximately 55% of
the voting power of our outstanding shares of capital stock as of the record
date. Under the letter agreement that we entered into on March 28, 2000 with
AT&T, Comcast Corporation and Cox Communications, Inc., our principal cable
partners, these cable partners agreed to vote all of their shares of our common
stock in favor of the proposed amendment to our certificate of incorporation.
These parties owned shares representing 33.4% of the voting power of our
outstanding Series A common stock and 100% of the voting power of our
outstanding Series B common stock as of the record date.

Quorum

The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of Series A common stock outstanding on the record date
will constitute a quorum for the purposes of electing Series A directors, and
the presence of the holders of a majority of the shares of Series B common
stock then
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outstanding will constitute a quorum for the purposes of electing Series B
directors. The presence at the meeting, in person or by proxy, of the holders
of a majority of the shares of Series B common stock outstanding on the record
date and the holders of shares representing a majority of the total voting
power of the shares of our common stock outstanding on the record date will
constitute a quorom for the purposes of amending the certificate of
incorporation to eliminate all supermajority and unanimous board voting
requirements and special voting requirements for related party transactions.
The presence of the holders of shares representing a majority of the total
voting power of the shares of our common stock outstanding on the record date
will constitute a quorum for the purposes of electing the additional directors
and voting on each other item of business.

Required Votes

Amendments to fifth amended and restated certificate of incorporation. The
proposed amendment to our certificate of incorporation to eliminate all
supermajority and unanimous board voting requirements and special voting
requirements for related party transactions requires the affirmative vote of a
majority in voting power of the shares of our common stock outstanding as of
the record date, voting together as a single class, as well as the affirmative
vote of a majority in voting power of the shares of Series B common stock
outstanding as of the record date. The remaining proposed amendments to our
certificate of incorporation require the affirmative vote of a majority in
voting power of the shares of our common stock outstanding as of the record
date. AT&T, Comcast and Cox, which hold a majority in voting power of shares of
our outstanding common stock and all of our outstanding Series B common stock,
are obligated by the letter agreement among us and these cable partners to vote
in favor of approval of each of the proposed amendments to our certificate of
incorporation.

Election of directors. Holders of our Series A common stock, voting as a
separate series, currently have the exclusive right to elect two directors to
our board of directors. These Series A directors will be elected by a plurality
of the votes of the shares of Series A common stock present in person or
represented by proxy at the meeting. Each of the Series A directors must be an
"outside director," currently defined as a person who (1) is not an officer
(other than any Vice Chairman) of or employed by Excite@Home or one of our
subsidiaries, and (2) is not an affiliate or an associate of Cox Enterprises,
Inc., Comcast, or AT&T Broadband, LLC (formerly TCI), or any of their
respective controlled affiliates, other than Excite@Home and our subsidiaries.

Holders of our Series B common stock, voting as a separate series, currently
have the exclusive right to elect five directors to our board of directors.
These Series B directors will be elected by a plurality of the votes of the
shares of Series B common stock present in person or represented by proxy at
the meeting. AT&T owns all of the outstanding shares of Series B common stock
and is bound by a stockholders' agreement to elect three designees of AT&T, one
designee of Comcast and one designee of Cox. However, designees of Comcast and
Cox have agreed to resign their board positions, if elected, upon the
effectiveness of the transactions contemplated by our letter agreement with our
principal cable partners, which is described in the section titled "Related
Party Transactions."

Holders of all outstanding shares of our common stock, voting together as a
single class, have the exclusive right to elect any additional directors to the
board of directors. The additional directors will be elected by a plurality of
the votes of the shares of our common stock present in person or represented by
proxy at the meeting. AT&T owns shares representing a majority of the total
voting power and therefore has the power to elect all of the additional
directors. AT&T is required by the stockholders' agreement to vote its shares
in favor of the election of our Chief Executive Officer as a director, and has
informally agreed to vote in favor of a designee of Rogers Communications Inc.
as an additional director.

Other proposals. Approval of each of proposals 3, 4 and 5 requires the
affirmative vote of a majority of the total voting power of the shares of our
common stock represented in person or by proxy at the meeting that are voted
"for", "against" or "abstain" on the proposal, voting together as a single
class. Broker non-votes will not affect the outcome of the vote with respect to
these proposals.

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All votes will be tabulated by the inspector of elections appointed for the
meeting, who will separately tabulate, for each proposal, affirmative and
negative votes, abstentions and broker non-votes.

Voting of Proxies

The proxy accompanying this proxy statement is solicited on behalf of our
board of directors for use at the meeting. Please complete, date and sign the
accompanying proxy card and promptly return it in the enclosed envelope or
otherwise mail it to us. All executed, returned proxies that are not revoked
will be voted in accordance with the included instructions. Signed proxies that
are returned without instructions as to how they should be voted on a
particular proposal at the meeting will be counted as votes "for" such
proposals (or, in the case of the election of directors, as a vote "for"
election to the board of all the nominees presented by our board of directors).
We are not aware of any other matters to be brought before the meeting.
However, as to any business that may properly come before the meeting, we
intend that proxies in the form enclosed will be voted in accordance with the
judgment of the persons holding such proxies.

In the event that sufficient votes in favor of the proposals are not
received by the date of the meeting, the persons named as proxies may propose
one or more adjournments of the meeting to permit further solicitation of
proxies. Any such adjournment would require the affirmative vote of the
majority of the outstanding shares present in person or represented by proxy at
the meeting.

Expenses of Proxy Solicitation

The expenses of soliciting proxies in the form accompanying this proxy
statement shall be paid by Excite@Home. We have retained Georgeson Shareholder
Communications, Inc., a proxy solicitation firm, and will pay Georgeson fees
and expenses of up to $50,000.

Revocability of Proxies

Anyone signing a proxy in the form accompanying this proxy statement has the
power to revoke it prior to the meeting or at the meeting prior to the vote
pursuant to the proxy. A proxy may be revoked by a writing delivered to us
stating that the proxy is revoked, by a subsequent proxy that is signed by the
person who signed the earlier proxy and is present at the meeting, or by
attendance at the meeting and voting in person. Please note, however, that if
your shares are held of record by a broker, bank or other nominee and you wish
to vote at the meeting, you must bring to the meeting a letter from the broker,
bank or other nominee confirming your beneficial ownership of the shares and
that such broker, bank or other nominee is not voting your shares.

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PROPOSAL NO. 1

AMENDMENTS TO FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Overview

On March 28, 2000, we entered into a letter agreement with AT&T, Comcast and
Cox, our principal cable partners, providing for the extension of our
distribution relationships with these cable partners, for the issuance of
warrants to these cable partners, the issuance of additional shares of Series B
common stock to AT&T in exchange for Series A common stock currently held by
AT&T, and for the amendment of our certificate of incorporation to effect the
corporate governance changes described below. See "Related Party Transactions"
for a description of this letter agreement and the attached term sheets. The
full text of the letter agreement and term sheets were filed as an exhibit to
our current report on Form 8-K filed with the Securities and Exchange
Commission on April 3, 2000.

A committee of our disinterested directors recommended that our board of
directors approve the transactions contemplated by the letter agreement,
including, among other things, changes to our corporate governance. Our board
then unanimously approved the letter agreement, the issuance of warrants to our
principal cable partners under the letter agreement, and the proposed
amendments to our certificate of incorporation which are described below.

Our fifth amended and restated certificate of incorporation currently
authorizes the issuance of 719,719,414 shares of common stock, par value $0.01
per share, of which 683,700,000 shares are designated as Series A common stock,
30,800,000 shares are designated as Series B common stock, and 5,219,414 shares
are designated as Series K common stock. This certificate of incorporation also
authorizes the issuance of 9,650,000 shares of preferred stock, par value $0.01
per share, of which 10,673.549 shares are designated as Series A non-voting
convertible preferred stock, 1,008 shares are designated as Series B non-voting
convertible preferred stock, 1,279 shares are designated as Series C non-voting
convertible preferred stock and the remaining shares are undesignated.

The proposed amendments to our certificate of incorporation would:

(i) increase the authorized number of shares of Series A common stock from
683,700,000 to 1,000,000,000;

(ii) increase the authorized number of shares of Series B common stock from
30,800,000 to 110,000,000, to provide for shares of Series B common
stock to be issued to AT&T in exchange for shares of Series A common
stock and upon exercise of warrants issued or to be issued to AT&T,
and create an exception to the restriction against issuing shares of
Series B common stock to provide for these issuances;

(iii) eliminate the authorized shares of Series K common stock;

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review and approve connectivity and promotional agreements between us
and our principal cable partners but has never been called upon to do
so.

The approval of the proposed amendments to our certificate of incorporation
is conditioned on the approval of each individual amendment described above.
The text of the proposed amendments to our certificate of incorporation is
attached to this proxy statement as Annex A.

Effectiveness of the Amendments

Each of the proposed amendments to our certificate of incorporation will be
voted upon separately. However, approval of each of the proposed amendments is
a condition to the transactions contemplated by the letter agreement with our
principal cable partners, including the extension of our distribution
relationships with these cable partners, becoming effective. If this proposal
is approved, we will not file this amendment to our certificate of
incorporation with the Delaware Secretary of State until all other conditions
to the effectiveness of the transactions contemplated by the letter agreement
have been satisfied. We have received written confirmation from the Nasdaq
Stock Market that the proposed issuance of additional shares of our Series B
common stock does not violate Nasdaq's voting rights policy. If these
transactions do not become effective by September 30, 2000, then any party to
the letter agreement, other than a party whose failure to comply with its
obligations has caused this delay, may terminate the letter agreement. If the
letter agreement is terminated for this or any other reason, then the
amendments to our certificate of incorporation will not become effective, and
our current certificate of incorporation will remain in effect.

Current Use of Shares

As of May 4, 2000, there were:

. 397,189,104 shares of common stock outstanding, including 365,305,770
shares of Series A common stock, 30,800,000 shares of Series B common
stock and 1,083,334 shares of Series K common stock;

. 11,376,230 shares issuable upon the conversion of outstanding shares of
Series A, Series B and Series C non-voting convertible preferred stock;

. 49,889,110 shares subject to issuance upon the exercise of currently
outstanding options and 30,378,881 shares available for issuance under
our employee stock option and purchase plans;

. 21,015,926 shares subject to issuance upon the exercise of options and
employee stock purchase plan purchase rights assumed in connection with
mergers;

. 48,912,604 shares subject to issuance upon the exercise of currently
outstanding warrants, excluding warrants that have been granted and that
may be granted in the future under the letter agreement;

. Approximately 85 million shares subject to issuance upon the exercise of
warrants that have been granted and that may be granted in the future
under the letter agreement; and

. 14,570,246 shares subject to issuance upon the conversion of outstanding
convertible subordinated debentures and convertible subordinated notes.

Based upon the above figures, of the 683,700,000 shares of Series A common
stock currently authorized, we have approximately 25.4 million shares of Series
A common stock remaining available for other purposes.

Purpose and Effect of the Amendments

Changes to authorized capital stock

Purpose. The increase in the number of authorized shares of Series B common
stock is necessary in order to provide us with a sufficient number of
authorized shares of Series B common stock for issuance to

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AT&T in exchange for shares of Series A common stock currently held by AT&T and
upon exercise of the warrants that have been issued and that may be issued in
the future to AT&T, each under the letter agreement that we entered into with
our principal cable partners. As a result of these issuances of shares of
Series B common stock, AT&T would increase its ownership of our voting stock by
up to 792 million votes and maintain voting control of Excite@Home
indefinitely. As of May 4, 2000, there were no shares of Series B common stock
available for issuance. The proposed amendments also create an exception to the
restriction against issuing Series B common stock to provide for these new
issuances.

The board believes that it is in our best interest to increase the number of
shares of Series A common stock that it is authorized to issue in order to
provide us with an additional pool of shares for issuance upon the exercise of
the warrants that have been issued and that may be issued in the future to
AT&T, Comcast and Cox under the letter agreement, upon the conversion of the
shares of Series B common stock to be issued to AT&T upon the exercise of the
warrants issued or to be issued to AT&T and upon the exercise of options and
purchase rights to be issued under our employee benefit plans in connection
with Proposals 3 and 4 and otherwise. The board also believes that the
availability of additional authorized shares will provide us with the
flexibility to issue securities for other proper corporate purposes which may
be identified in the future, such as to raise equity capital, to adopt
additional employee benefit plans or reserve additional shares for issuance
under such plans, to acquire other companies and to grant warrants to cable
companies in connection with the distribution of the @Home service. No
additional action or authorization by our stockholders would be necessary prior
to the issuance of such additional shares, unless required by applicable law or
the rules of any stock exchange or national securities association trading
system on which our common stock is then listed or quoted.

Under the letter agreement, we agreed to amend the certificate of
incorporation in order to simplify our corporate governance structure.
Accordingly, the sole holder of Series K common stock has agreed to convert his
shares into Series A common stock. References to the rights and privileges of
the Series K common stock would therefore be deleted from the certificate of
incorporation.

Dilutive effect of potential new stock issuances. Except for the contractual
to purchase a pro rata portion of new securities offered by us that are
currently held by our principal cable partners, our stockholders generally do
not have preemptive rights with respect to our common stock. Should the board
of directors elect to issue additional shares of common stock, existing
stockholders would not have any preferential rights to purchase such shares.
Therefore, additional issuances of common stock by us could have a dilutive
effect on the earnings per share, voting power and share holdings of current
stockholders.

Amendment of the rights of our Series A and Series B common stock to elect
directors

Purpose. Our certificate of incorporation currently provides that, so long
as there are 10 million shares of Series B common stock outstanding, the
holders of Series B common stock, voting together as a separate series, have
the right to elect five directors, the holders of Series A common stock, voting
together as a separate series, have the right to elect two outside directors,
as previously defined, and additional directors would be elected by the holders
of all of our outstanding voting stock, voting together as a single class.

One aspect of the proposed governance changes would provide that, so long as
there are 10 million shares of Series B common stock outstanding, holders of
shares of Series B common stock, voting together as a separate series, will be
entitled to elect a majority of the board of directors. Holders of shares of
Series A common stock, voting together as a separate series, will still be
entitled to elect two outside directors who are not affiliates or associates of
Excite@Home, Comcast, Cox or AT&T's cable subsidiary AT&T Broadband, LLC. Any
additional directors will continue to be elected by the holders of all
outstanding shares of our voting stock, voting together as a single class.
Therefore, so long as there are 10 million shares of Series B common stock
outstanding and absent further amendment of this certificate of incorporation,
AT&T, as the holder of all outstanding Series B common stock, would have the
right to elect a majority of the board of directors regardless of the number of
directors serving on the board. These changes replace all of the special
approval and veto rights of AT&T, the sole holder of the Series B common stock,
and the Series B directors.

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Consistent with the proposed change described in the preceding paragraph, so
long as there are 10 million shares of Series B common stock outstanding, the
minimum number of directors on the board would be seven. If the number of
shares of Series B common stock outstanding should drop below 10 million such
that holders of shares of Series B common stock no longer have the right to
elect a majority of the board, and holders of shares of Series A common stock
no longer have the right to elect two outside directors, the minimum number of
directors would be reduced to three.

If the transactions contemplated by the letter agreement become effective,
Comcast and Cox will waive most of their rights under the stockholders'
agreement, including the right to each designate a Series B director, and their
then-current Series B director designees will resign their positions.

Amendment of the board voting requirements for general corporate actions

Our certificate of incorporation also currently provides that all board
actions, other than specified items that require unanimous approval by the
Series B directors, must be approved by a majority of the members of the board
and, so long as there are 10 million shares of Series B common stock
outstanding, approved by 75%, rounded up to the nearest whole number
(currently, four of five), of the Series B directors. Pursuant to the
stockholders' agreement between us and our principal cable partners, three
Series B directors are designated by AT&T, one by Comcast and one by Cox.
Therefore, any board action currently requires the approval of AT&T and either
Comcast or Cox, and AT&T alone, or Comcast and Cox acting together, may
therefore veto any board action.

The proposed governance changes would eliminate all supermajority and
unanimous board voting requirements and special voting requirements for
approval of related party transactions, and instead provide that all board
actions be approved by the vote of a majority of the board of directors or the
vote of a majority of the relevant committee of the board. The primary purpose
of this change is to grant AT&T with voting control over all board actions,
which is a condition to the effectiveness of the transactions contemplated by
the letter agreement. As a result, Comcast and Cox will no longer have the
right to veto a board action by voting together against a board action.

Elimination of the .Com committee

The .Com committee, which is comprised of our Chief Executive Officer and
certain other directors who are not affiliated with our principal cable
partners, is empowered to review and approve certain connectivity and
promotional agreements between us and related parties, defined generally as
holders of securities representing more than 5% of the total voting power of
our outstanding securities and their affiliates. However, the .Com committee
has not been called upon to review or approve any such agreements since it was
formed. We have determined that this committee is not necessary as a means to
approve this type of agreement, and that eliminating this committee is
consistent with our efforts to simplify our corporate governance.

Votes Required

The affirmative vote of the majority in voting power of shares of Series B
common stock outstanding on the record date and shares of our common stock
outstanding on the record date is necessary for approval of the proposed
amendment to our certificate of incorporation to eliminate all supermajority
and unanimous board voting requirements and special voting requirements for
related party transactions. The affirmative vote of the majority in voting
power of our common stock outstanding as of the record date is necessary for
approval of each of the other proposed amendments to our certificate of
incorporation. Therefore, abstentions and broker non-votes will count as votes
against this proposal. The approval of the proposed amendments to our
certificate of incorporation is conditioned on the approval of each individual
amendment discussed above.

The board of directors recommends a vote for the amendments to our

certificate of incorporation.

7
<PAGE>

PROPOSAL NO. 2

ELECTION OF DIRECTORS

At the meeting, stockholders will elect a board of eleven directors,
consisting of two Series A directors, five Series B directors and four
additional directors, to hold office until the next annual meeting of
stockholders and until their respective successors have been elected and
qualified or until their earlier resignation or removal. Pursuant to the letter
agreement among Excite@Home and our principal cable partners, Messrs. Roberts
and Woodrow, if elected, will resign their positions on the board if the
transactions contemplated by this agreement become effective, and will be
replaced by designees of AT&T as further described below.

If any nominee, other than a Series B nominee, for any reason is unable to
serve or for good cause will not serve, the proxies entitled to vote for such
nominee may be voted for a substitute nominee as the proxy holders may
determine. If any Series B nominee for any reason is unable to serve or for
good cause will not serve, the proxies entitled to vote for such nominee may be
voted for a substitute nominee designated by AT&T. Excite@Home is not aware of
any nominee who will be unable to, or for good cause will not, serve as a
director.

Each of the nominees, except for Mohan Gyani, Daniel E. Somers and Richard
Roscitt, currently serves on the board. Each nominee has consented to being
named in this proxy statement and to serve if elected. Each director will be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote in the election of
directors. The nominees for election as directors who receive the greatest
number of votes cast at the meeting, a quorum being present, will become
directors at the conclusion of the tabulation of votes. Shares represented by
proxies returned to Excite@Home will be voted for the election of the eleven
nominees set forth below, to the extent such shares are entitled to vote for
such nominees, unless the proxy is marked in such a manner as to withhold
authority so to vote. See "Board Composition and Procedures" for a description
of arrangements pursuant to which certain individuals may be selected as
directors or nominees.

Director Nominees

The following table sets forth the names of the nominees and information
about each:

Series A Director Nominees

<TABLE>
<CAPTION>
Committee Director
Name Age Memberships Principal Occupation Since
- ---- --- ----------- -------------------- --------
<S> <C> <C> <C> <C>
Edward S. Rogers........ 66 None Chief Executive Officer, 2000
President and Director, Rogers
Communications, Inc.
William R. Hearst III... 50 .Com General Partner, Kleiner Perkins 1995
Audit Caufield & Byers

Series B Director Nominees

<CAPTION>
Committee Director
Name Age Memberships Principal Occupation Since
- ---- --- ----------- -------------------- --------
<S> <C> <C> <C> <C>
C. Michael Armstrong.... 61 None Chairman of the Board and Chief 1999
Executive Officer, AT&T
John C. Petrillo........ 50 Audit Executive Vice President of 1999
Corporate Strategy and Business
Development, AT&T
Brian L. Roberts........ 40 None President, Comcast 1996
Daniel E. Somers........ 52 None President and CEO, AT&T Broadband N/A
David M. Woodrow........ 54 Compensation Executive Vice President of 1996
Business Development, Cox
</TABLE>

8
<PAGE>

Additional Director Nominees

<TABLE>
<CAPTION>
Committee Director
Name Age Memberships Principal Occupation Since
- ---- --- ----------- -------------------- --------
<S> <C> <C> <C> <C>
George Bell........ 43 None Chairman of the Board, Chief 1999
Executive Officer and President,
Excite@Home
Mohan Gyani........ 48 None President and Chief Executive N/A
Officer, AT&T Wireless Services
Thomas A. 43 .Com General Partner, Kleiner Perkins 1996
Jermoluk.......... Caufield & Byers
Richard Roscitt.... 48 None President, AT&T Business Services N/A
</TABLE>

George Bell has served as Chairman of the Board of Excite@Home since May
2000 and as a director since May 1999. Mr. Bell has also served as Chief
Executive Officer of Excite@Home since January 2000, and as President since May
1999. From January 1996 to May 1999, Mr. Bell was Chief Executive Officer of
Excite. From 1991 to 1995, Mr. Bell was Senior Vice President of Times Mirror
Magazines, publisher of special interest magazines, where he held direct
operating responsibility for several sporting publications as well as that
company's multimedia initiatives. Prior to joining Times Mirror Magazines in
1991, Mr. Bell was a producer and writer of conservation and adventure
documentaries for ABC, CBS, National Geographic and the Discovery Channel and
has won four national Emmy Awards. He was the Chairman of Governor Wilson's
California Privacy Committee to establish privacy standards on the Internet.
Mr. Bell holds a B.A. degree in English from Harvard University.

Thomas A. Jermoluk has been a director of Excite@Home since July 1996. Mr.
Jermoluk has been a general partner of KPCB, a venture capital firm, since May
2000. Mr. Jermoluk served as Chairman of the Board from July 1996 to May 2000,
as Chief Executive Officer from July 1996 to January 2000 and as President from
July 1996 to May 1999. From 1988 to July 1996, he held various positions with
Silicon Graphics, Inc., a visual computing company, most recently as President.
From October 1993 to August 1996, he was a director of Silicon Graphics. Mr.
Jermoluk holds B.S. and M.S. degrees in computer science from Virginia Tech
University.

Mohan Gyani has been President and Chief Executive Officer of AT&T Wireless
Services since February 2000. Prior to joining AT&T, Mr. Gyani was Executive
Vice President and Chief Financial Officer of Airtouch Communications from 1995
to 1999, and following the merger of Vodafone and Airtouch, was head of
strategy and corporate development at Vodafone Airtouch plc. Mr. Gyani holds an
M.B.A. degree from San Francisco State University.

William R. Hearst III has been a director of Excite@Home since August 1995
and has served as Vice Chairman of the board of directors since July 1996. Mr.
Hearst has been a general partner of KPCB since January 1995. From May 1995 to
July 1996, he was Chief Executive Officer of Excite@Home. He serves on the
board of directors of Hearst-Argyle Television, Inc. and Juniper Networks, Inc.
Mr. Hearst holds an A.B. degree in mathematics from Harvard University.

C. Michael Armstrong has been a director of Excite@Home since May 1999. Mr.
Armstrong has been Chairman of the Board and Chief Executive Officer of AT&T
since November 1997. From 1992 to November 1997, he was Chairman and Chief
Executive Officer of Hughes Electronics. Mr. Armstrong is Chairman of the
President's Export Council and Chairman of the FCC Network Reliability and
Interoperability Council. He is a member of the Council on Foreign Relations,
the National Security Telecommunications Advisory Committees and the Defense
Policy Advisory Committee on Trade. Mr. Armstrong is a director of Citicorp,
Inc. Mr. Armstrong holds a B.S. degree in business and economics from Miami
University in Ohio.

John C. Petrillo has been a director of Excite@Home since May 1999. Mr.
Petrillo has held various positions with AT&T since 1993, most recently
Executive Vice President of Corporate Strategy and Business Development, in
which capacity he is responsible for overall business strategy and the
development of AT&T's

9
<PAGE>

online service and electronic messaging businesses, and formerly as President
of AT&T's Business Communications Services unit, which provides worldwide long
distance network services for business customers. He holds a B.S. in electrical
engineering from Worcester Polytechnic Institute and a J.D. degree from
Brooklyn Law School.

Brian L. Roberts has been a director of Excite@Home since August 1996. Mr.
Roberts has been President and a director of Comcast, a cable systems company,
for more than five years. He is a director of Comcast Cable Communications,
Inc., Comcast LCI Holdings, Inc., Comcast JOIN Holdings, Inc. and The Bank of
New York Company, Inc. Mr. Roberts holds a B.S. degree in economics from the
University of Pennsylvania.

Edward S. Rogers has been a director of Excite@Home since January 2000, and
formerly served as a director from July 1997 to June 1998. Mr. Rogers has
served as President and Chief Executive Officer and as a director of Rogers
Communications Inc., a telecommunications company, since 1979 and as Acting
President and Chief Executive Officer of Rogers Cable Inc., a cable company and
a wholly owned subsidiary of Rogers Communications, since April 1996. He is a
director of Rogers Cantel Mobile Communications Inc. and the Toronto-Dominion
Bank. He holds a B.A. degree in political science and economics from the
University of Toronto and an LL.B from Osgoode Hall Law School.

Richard R. Roscitt has been President of AT&T Business Services since
September 1997. Previously, he was President and Chief Executive Officer of
AT&T Solutions, and has held a variety of executive sales and marketing
positions at AT&T since 1972. Mr. Roscitt holds a B.E. degree in mechanical
engineering from Stevens Institute of Technology and an M.B.A. degree from the
Sloan School of Management at Massachusetts Institute of Technology.

Daniel E. Somers has been President and Chief Executive Officer of AT&T
Broadband since May 1997. Prior to joining AT&T, Mr. Somers was Chairman and
Chief Executive Officer of Bell Cablemedia, plc, for two years and from 1992 to
1995, Mr. Somers was Executive Vice President and Chief Financial Officer of
Bell Canada International. He is also a director of Lubrizol, Corp., Liberty
Media Corp., Cablevision Systems Corp. and CableLabs. Mr. Somers holds a B.S.
degree in finance from Stonehill College.

David M. Woodrow has been a director of Excite@Home since August 1996. Mr.
Woodrow has held various positions with Cox Communications, Inc. since 1982,
most recently as Executive Vice President of Business Development, and formerly
as Senior Vice President of Broadband Services. Mr. Woodrow received B.S. and
M.S. degrees in mechanical engineering from Purdue University, and an M.B.A.
degree from the University of Connecticut.

The board of directors recommends a vote for the election of the nominated
directors.

10
<PAGE>

Composition and Procedures of the Board of Directors

Current Composition. The board consists of eleven directors, of which two
are designated as Series A directors, five as Series B directors and the
remaining four as additional directors. Under our current certificate of
incorporation, so long as there are not fewer than 10 million shares of Series
B common stock outstanding, the holders of shares of Series B common stock, all
of which such shares are beneficially owned by AT&T, have the right to elect
the five Series B directors. However, under a stockholders' agreement among us,
our principal cable partners and certain other Excite@Home stockholders, AT&T
has agreed to elect one representative designated by Comcast and one
representative designated by Cox as Series B directors. The current Series B
directors designated by AT&T are Raymond Liguori and Messrs. Armstrong and
Petrillo. Mr. Roberts is the current representative of Comcast, and Mr. Woodrow
is the current representative of Cox.

So long as the holders of Series B common stock are entitled to elect any
Series B director, the holders of Series A common stock have the right to elect
two Series A directors. L. John Doerr and Mr. Hearst are the current Series A
directors. The additional directors are elected by the holders of the common
stock voting together as a single class. Since AT&T holds more than 50% of the
outstanding voting power of our capital stock, it has the power to elect all of
these directors. However, under the stockholders' agreement, AT&T, Comcast, Cox
and certain other Excite@Home stockholders are required to vote for the
election of our Chief Executive Officer, Mr. Bell, as an additional director.
Although not bound by a voting agreement, AT&T, Comcast and Cox agreed to elect
a joint designee of Rogers Communications Inc. and Shaw Cablesystems Limited,
currently Mr. Rogers.

Proposed Changes in Composition. If Proposal No. 1 to amend the certificate
of incorporation is approved and the transactions contemplated by the letter
agreement become effective, we will file the amendments to the certificate of
incorporation with the Secretary of State of Delaware. As mentioned above,
Messrs. Roberts and Woodrow will resign their positions on the board of
directors and AT&T, which owns 100% of the shares of Series B common stock,
will be entitled to replace Messrs. Roberts and Woodrow with designees of its
choice.

Procedures. Under our current certificate of incorporation, all actions of
the board must be approved by (1) a majority of the members of the board
present at a meeting at which a quorum is present or unanimous written consent
of all members of the board, and (2) so long as there are 10 million shares of
Series B common stock outstanding, 75%, rounded up to the nearest whole number
(currently, four of five), of the Series B directors. Accordingly, all board
actions require the approval of AT&T and either Comcast or Cox. AT&T alone, or
Comcast and Cox acting together, may therefore veto any board action.

In addition, under our current certificate of incorporation, the following
board actions require the unanimous approval of all of the Series B directors:

. any amendments to or modifications of the actions requiring supermajority
or unanimous approval of the Series B directors;

. any increase in the number of Series B directors;

. any modifications of the rights of the holders of shares of Series B
common stock to designate and elect directors;

. the appointment of any directors to the .Com committee other than the
Chief Executive Officer, the other directors who are currently members of
the .Com committee and any independent directors elected to the .Com
committee by supermajority vote; and

. any amendment to the specifications and standards for the @Home service
that would require the operator facilities of any affiliate of AT&T,
Comcast or Cox to be capable of distributing or providing streaming video
transmissions that include video segments in excess of the duration limit
set forth in the specifications and standards, which is currently ten
minutes.

11
<PAGE>

Related Party Transactions. Our current certificate of incorporation
specifies certain requirements for the approval of related party transactions.
First, meetings at which any related party transaction is to be considered must
set forth the matter that is a related party transaction and provide a
reasonably detailed description of the matter. Second, a related party
transaction must generally be approved by:

. a majority of the members of the board present at the meeting, or by
unanimous written consent of the board following such a meeting; and

. so long as there are at least 10 million shares of Series B common stock
outstanding, either:

--a majority of the Series B directors who are disinterested with respect
to the transaction and 75% of the total number of Series B directors
regardless of whether they are disinterested with respect to the
transaction; or

--all of the Series B directors regardless of whether they are
disinterested with respect to the transaction.

If the related party transaction involves one of the board actions listed above
as requiring a unanimous vote, then the matter shall require the approval of
all of the Series B directors, regardless of whether they are disinterested
with respect to the transaction.

A related party transaction is any transaction between us and any holder of
more than 5% of our voting power or any affiliate of such holder, other than:

. transactions involving an aggregate amount less than $1,000,000 that are
entered into in the ordinary course of business on arms'-length terms;

. entering into local cable operator agreements and other agreements for
the provision of ancillary or related services that are on terms no more
favorable to the related party than the terms of similar agreements then
currently offered by us to each of our principal cable partners or their
affiliates;

. entering into or performance under any .Com agreement or promotional
agreement discussed below.

All of these procedures will be eliminated if the proposed amendments to our
certificate of incorporation are approved.

Committees of the Board of Directors

.Com Committee. The .Com committee consists of our Chief Executive Officer
and certain other members of the board who are not affiliated with AT&T,
Comcast, Cox and Cablevision (currently Messrs. Jermoluk, Doerr and Hearst).
This committee was empowered to review and approve connectivity and promotional
agreements between us and our principal cable partners. It is our policy to
maintain a position of openness and non-exclusion with regard to entering into
such agreements and that such content providers will not be unfairly advantaged
or disadvantaged in their ability to obtain carriage or promotion on our
services by reason of their relationship with AT&T, Comcast or Cox.
Accordingly, any .Com agreement or promotional agreement between us and any
affiliate of AT&T, Comcast or Cox may be approved by any one of three methods,
at the election of the related party:

. by the authorized officers of Excite@Home to the extent the agreement
contains our standard terms and conditions for agreements of that type;

. by a majority of the .Com committee; or

. by a majority of the board of directors, including all of the Series B
directors so long as at least 10 million shares of Series B common stock
are outstanding.

To date, the .Com committee has not been called upon to review and approve
any connectivity and promotional agreements. The .Com committee will be
eliminated if the proposed amendments to our certificate of incorporation are
approved.

12
<PAGE>

Audit Committee. The audit committee meets with and considers suggestions
from members of management, as well as our independent accountants, concerning
our financial operations. The committee also has the responsibility to review
our annual audited financial statements, and meets with our management and our
independent auditors at the end of each quarter to review the quarterly
financial results. In addition, the committee considers and recommends the
employment of, and approves the fee arrangements with, independent accountants
for audit functions. The current members of the audit committee are Messrs.
Hearst and Petrillo.

Compensation Committee. The compensation committee reviews and approves the
compensation and benefits for our key executive officers, administers our stock
purchase and stock option plans and makes recommendations to the board of
directors regarding such matters. The current members of the compensation
committee are Messrs. Doerr and Woodrow.

Board of Director and Committee Meetings

During 1999, the board met 16 times and acted by written consent twice, the
audit committee met 3 times, the compensation committee met 3 times, and the
.Com committee did not meet. None of the nominees for director attended fewer
than 75% of the aggregate total number of meetings of the board of directors
held during the period for which he was a director and the total number of
meetings held by all committees of the board of directors on which he served
held during the period that he served.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee has at any time since our
formation been an officer or employee of Excite@Home. None of our executive
officers currently serves, or in the past has served, as a member of the board
of directors or compensation committee of any entity that has one or more
executive officers serving on our board of directors or compensation committee.

Director Compensation

Other than Mr. Bell in his current capacity as President and Chief Executive
Officer and Mr. Jermoluk in his former capacity as President and Chief
Executive Officer, directors do not receive compensation from us and have not
been awarded options to purchase our capital stock. Please see "Executive
Compensation" for a summary of the compensation and stock options received by
Messrs. Bell and Jermoluk during 1999.

13
<PAGE>

PROPOSAL NO. 3

AMENDMENT OF 1997 EQUITY INCENTIVE PLAN

Stockholders are being asked to approve an amendment to our 1997 Equity
Incentive Plan to provide for an increase in the number of shares of Series A
common stock reserved for issuance under the plan by 40,000,000 shares, and to
amend the calculation of shares reserved for issuance under the plan. Our board
of directors believes that the increase is in the best interests of Excite@Home
because it will permit us to attract and retain employees by providing them
with appropriate equity incentives. The plan plays an important role in our
efforts to attract and retain employees of outstanding ability.

Additionally, this proposal would amend the calculation of shares reserved
for issuance under the plan by separating the pool of shares reserved for
issuance under this plan from the pool of shares reserved for issuance under
the 1997 Employee Stock Purchase Plan. Currently, shares not issued under our
1997 Employee Stock Purchase Plan may be issued under this plan. This amendment
would enable us to identify with greater precision the number of shares
available for issuance under each plan, but would prevent us from issuing
shares under this plan that were allocated but are not being issued under our
1997 Employee Stock Purchase Plan.

The following is a summary of the principal features of the plan.

History of the 1997 Equity Incentive Plan. On May 15, 1997, the board
adopted, and in July 1997 the stockholders approved, the 1997 Equity Incentive
Plan and reserved 31,200,000 shares of our Series A common stock for issuance
under the plan. The plan became effective on July 11, 1997 and serves as the
successor to our 1996 Incentive Stock Option Plan and 1996 Incentive Stock
Option Plan No. 2, which we refer to as the prior plans. On August 1, 1997, an
automatic increase of 8,400,000 shares reserved for issuance under the plan
became effective. On March 18, 1998 our board of directors approved an increase
of 9,950,000 shares reserved for issuance under the plan, which increase was
approved by our stockholders on May 13, 1998. On April 16, 1999, our board of
directors approved an increase of 17,350,000 shares reserved for issuance under
the plan, which increase was approved by our stockholders on May 28, 1999. On
April 18, 2000, our board approved the increase of 40,000,000 shares for which
this proposal seeks stockholder approval. As of May 4, 2000, there were also
2,000,000 shares reserved for issuance under our 1997 Employee Stock Purchase
Plan.

As of May 4, 2000, options to purchase an aggregate of 32,951,170 shares of
Series A common stock were outstanding under the 1997 Equity Incentive Plan and
the prior plans, 33,593,312 shares had been issued pursuant to options
exercised and restricted stock awards under these plans, and there were
4,316,821 shares available for issuance, but not subject to outstanding
options, under these plans. As of May 4, 2000, we had granted options to
purchase an aggregate of 67,336,710 shares under these plans to our employees
(of which options to purchase 12,553,531 shares had been canceled or
repurchased by us), including options to purchase an aggregate of 8,644,535
shares and 3,880,000 shares of restricted stock to our executive officers. We
had also granted options to purchase 1,000,000 shares and awarded 6,800,000
shares of restricted stock to our non-employee directors. Of our director
nominees, George Bell had been granted options to purchase 200,000 shares and
Thomas Jermoluk had been granted options to purchase 1,000,000 shares and had
purchased 6,000,000 shares of restricted stock pursuant to awards under these
plans.

Additionally, in April 2000, we granted options to purchase an aggregate
16,937,940 shares to our employees under the 1997 Equity Incentive Plan,
subject to stockholder approval of this Proposal No. 3. Of these options, we
granted options to purchase an aggregate of 1,826,782 shares to our executive
officers, and we did not grant any options to non-executive officer directors.

2000 Equity Incentive Plan

14
<PAGE>

1997 Equity Incentive Plan, except that this plan does not provide for grants
of incentive stock options that qualify under Section 422 of the Internal
Revenue Code, and that no more than 49% of the shares reserved for grant under
this plan may be issued to the Chief Executive Officer, Chief Operating
Officer, executive vice presidents, senior vice presidents and vice presidents
of Excite@Home.

Shares Subject to the 1997 Equity Incentive Plan. If this amendment is
approved, the total number of shares of Series A common stock reserved for
issuance under the plan will be 106,900,000 less:

. the total number of shares issued by us under (1) restricted stock
purchase agreements entered into prior to the effective date of the plan
with employees, officers, directors, consultants, independent contractors
or advisors of Excite@Home and (2) the prior plans, upon the exercise of
options granted on or before the effective date of the plan; and

. shares that are issuable as of the effective date of the plan upon
exercise of options granted under the prior plans.

The 1997 Equity Incentive Plan authorizes the award of options, restricted
stock and stock bonuses. The number of shares reserved for issuance under the
plan is subject to proportional adjustment to reflect stock splits, stock
dividends and other similar events.

Shares will again be available for grant and issuance under the plan if
they:

. are issuable upon exercise of an option granted under the 1997 Equity
Incentive Plan or under the prior plans that cease to be subject to such
option for any reason other than exercise of such option;

. are subject to an award granted under restricted stock purchase
agreements entered into prior to the effective date of the plan with
employees, officers, directors, consultants, independent contractors or
advisors of Excite@Home, or under the 1997 Equity Incentive Plan or the
prior plans, that are forfeited or are repurchased by us at the original
issue price; or

. are subject to any other award granted under the 1997 Equity Incentive
Plan or under the prior plans that otherwise terminates without shares
being issued.

Termination. The 1997 Equity Incentive Plan will terminate in May 2007,
unless terminated beforehand by the board.

Eligibility. The plan provides for the grant of both incentive stock options
that qualify under section 422 of the Internal Revenue Code and nonqualified
stock options. Incentive stock options may be granted only to employees of
Excite@Home or of a parent or subsidiary of Excite@Home. Nonqualified stock
options may be granted to employees, officers, directors, consultants,
independent contractors and advisors of Excite@Home or any parent or subsidiary
of Excite@Home, provided such consultants, independent contractors and advisors
render bona fide services not in connection with the offer and sale of
securities in a capital-raising transaction. No person will be eligible to
receive more than 1,000,000 shares in any calendar year pursuant to awards
under the plan other than a new employee of Excite@Home, who will be eligible
to receive no more than 2,000,000 shares in the calendar year in which such
employee commences employment. Opportunities to purchase shares of our Series A
common stock, or restricted stock awards, and awards of shares of our Series A
common stock, or stock bonuses, either of which may be subject to a right of
repurchase in favor of Excite@Home or other restrictions on ownership or
transfer, may be given to eligible service providers. The administrator of the
plan has the authority to determine the restrictions applied to the stock. The
sum of restricted stock awards, stock bonuses and options with an exercise or
purchase price below fair market value issued under the plan may not exceed 20%
of the total number of shares reserved for issuance under the plan as of any
date.

Terms of the Options

. Vesting. Options under the plan generally become exercisable or vest over
a four-year period.

. Expiration Date. The maximum term of options granted under the plan is
ten years.

15
<PAGE>

. Exercise Price. The exercise price of incentive stock options must be at
least equal to the fair market value of our Series A common stock on the
date of grant. The exercise price of incentive stock options granted to
10% stockholders must be at least equal to 110% of that value. The
exercise price of nonqualified stock options must be at least equal to
85% of the fair market value of our Series A common stock on the date of
grant.

. Option Exercise and Payment Alternatives. To exercise an option, the
optionee must deliver to us an executed stock option exercise agreement
and full payment for the shares being purchased. Payment may be made:

--in cash or by check;

--by surrender of fully paid shares of our Series A common stock;

--where permitted by applicable law and approved by the board, by tender
of a full recourse promissory note having such terms as determined by
the board;

--by waiver of compensation due or accrued to an optionee for services
rendered;

--by cancellation of indebtedness of Excite@Home to the optionee;

--through a same day sale;

--through a margin commitment; or

--through any combination of the foregoing where approved by the board.

. Termination of Employment. Options granted under the plan generally
expire three months after the termination of the optionee's service to
Excite@Home or a parent or subsidiary of Excite@Home, except in the case
of death or disability, in which case the options generally may be
exercised up to 12 months following the date of death or termination of
service. Options will generally terminate one month after termination for
cause. Options cease vesting on the date of death or termination of
service.

. Modification and Adjustment of Options. If the number of outstanding
shares of our Series A common stock is changed by a stock dividend, stock
split, recapitalization, reverse stock split, subdivision, combination,
reclassification or similar change in our capital structure without
consideration, the number of shares of our Series A common stock
available for awards under the plan and the number of shares and the
exercise price per share for each outstanding option will be
proportionately adjusted, subject to any required action by the board or
stockholders of Excite@Home.

. Change in Control. In the event one or more of the corporate transactions
specified in the plan occurs, any or all outstanding awards may be
assumed or replaced by the successor corporation. If awards are not
assumed or replaced, the vesting of such awards will accelerate and all
outstanding options will become exercisable in full prior to the
consummation of the transaction. Any options not exercised prior to the
transaction will expire.

Federal Income Tax Information

The following is a general summary as of the date of this proxy statement of
the federal income tax consequences to Excite@Home and participants under the
1997 Equity Incentive Plan. The federal tax laws may change and the federal,
state and local tax consequences for any participant will depend upon his or
her individual circumstances. Each participant has been and is encouraged to
seek the advice of a qualified tax advisor regarding the tax consequences of
participation in the plan.

. Incentive Stock Options. A participant will recognize no income upon
grant of an incentive stock option and will incur no tax on its exercise
unless the participant is subject to the alternative minimum tax. If the
participant holds the stock acquired upon exercise of an incentive stock
option, or the incentive stock option shares for more than one year after
the date the option was exercised and for more than two years after the
date the option was granted, the participant generally will realize long-
term capital gain or loss, rather than ordinary income or loss, upon
disposition of the incentive stock option shares. This gain or loss will
be equal to the difference between the amount realized upon such
disposition and the amount paid for the incentive stock option shares.

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<PAGE>

. If the participant disposes of incentive stock option shares prior to the
expiration of either required holding period, which is referred to as a
disqualifying disposition, the gain realized upon such disposition, up to
the difference between the fair market value of the incentive stock
option shares on the date of exercise, and the option exercise price,
will be treated as ordinary income. Any additional gain will be long-term
or short-term capital gain, depending upon the amount of time the
incentive stock option shares were held by the participant.

. Alternative Minimum Tax. The difference between the fair market value of
the incentive stock option shares on the date of exercise and the
exercise price is an adjustment to income for purposes of the alternative
minimum tax. The alternative minimum tax, which is imposed to the extent
it exceeds the taxpayer's regular tax, is 26% of an individual taxpayer's
alternative minimum taxable income and 28% in the case of alternative
minimum taxable income in excess of $175,000. Alternative minimum taxable
income is determined by adjusting regular taxable income for certain
items, increasing that income by certain tax preference items, including
the difference between the fair market value of the incentive stock
option shares on the date of exercise and the exercise price, and
reducing this amount by the applicable exemption amount, $45,000 in case
of a joint return, subject to reduction under certain circumstances. If a
disqualifying disposition of the incentive stock option shares occurs in
the same calendar year as exercise of the incentive stock option, there
is no alternative minimum tax adjustment with respect to those incentive
stock option shares. Also, upon a sale of incentive stock option shares
that is not a disqualifying disposition, alternative minimum taxable
income is reduced in the year of sale by the excess of the fair market
value of the incentive stock option shares at exercise over the amount
paid for the incentive stock option shares.

. Nonqualified Stock Options. A participant will not recognize any taxable
income at the time a nonqualified stock option is granted. However, upon
exercise of a nonqualified stock option, the participant must include in
income as compensation an amount equal to the difference between the fair
market value of the shares on the date of exercise and the participant's
exercise price. The included amount must be treated as ordinary income by
the participant and may be subject to withholding by us, either by
payment in cash or withholding out of the shares to be received. Upon
resale of the shares by the participant, any subsequent appreciation or
depreciation in the value of the shares will be treated as capital gain
or loss.

. Tax Treatment of Excite@Home. We generally will be entitled to a
deduction in connection with the exercise of a nonqualified stock option
by a participant to the extent that the participant recognizes ordinary
income and we withhold tax. We will be entitled to a deduction in
connection with the disposition of incentive stock option shares only to
the extent that the participant recognizes ordinary income on a
disqualifying disposition of the incentive stock option shares.

ERISA

The plan is not subject to any of the provisions of the Employee Retirement
Income Security Act of 1974.

The approval of the amendment to this plan requires the affirmative vote of
the holders of a majority of the total voting power of the shares of common
stock represented in person or by proxy at the meeting and entitled to vote on
the proposal.

The board of directors recommends a vote for the amendment
to our 1997 Equity Incentive Plan.

17
<PAGE>

PROPOSAL NO. 4

AMENDMENT OF 1997 EMPLOYEE STOCK PURCHASE PLAN

Stockholders are being asked to approve an amendment to our 1997 Employee
Stock Purchase Plan to increase the number of shares of Series A Common Stock
reserved for issuance under the plan from 2,000,000 shares to 5,000,000 shares.
Our board of directors believes that the increase is in the best interests of
Excite@Home because it will permit us to attract and retain employees by
providing them with appropriate equity incentives. The plan plays an important
role in our efforts to attract and retain employees of outstanding ability. The
following is a summary of the principal features of the plan.

History of the 1997 Employee Stock Purchase Plan. In May 1997, the board
adopted, and in July 1997 the stockholders approved, the 1997 Employee Stock
Purchase Plan, to become effective on July 11, 1997, and reserved 800,000
shares of our Series A common stock for issuance under the plan. On March 18,
1998 our board of directors approved an increase of 1,200,000 shares reserved
for issuance under the plan, which increase was approved by our stockholders on
May 13, 1998. On April 18, 2000, our board approved the increase of 3,000,000
shares for which this proposal seeks stockholder approval. The number of shares
reserved for issuance under the plan is subject to proportional adjustment to
reflect stock splits, stock dividends and other similar events.

Purpose. The plan has been established to provide employees of Excite@Home
and its subsidiaries designated by the board as eligible to participate in the
plan with a convenient means of acquiring an equity interest in Excite@Home, to
enhance such employees' sense of participation in our affairs and to provide an
incentive for continued employment. Participating employees may purchase shares
of our Series A common stock from us at a discount from the market price and to
pay for these shares through payroll deductions.

Termination. The plan will terminate on May 14, 2007, unless terminated
beforehand by the board or unless all shares reserved for issuance under the
plan are issued prior to this date.

Eligibility. All employees of Excite@Home, or any parent or subsidiary, are
eligible to participate in an offering period (defined below) under the plan,
except the following:

. employees who are not employed by us 15 days before the beginning of such
offering period;

. employees who are customarily employed for 20 hours or less per week;

. employees who are customarily employed for five months or less in a
calendar year; and

. employees who own stock or hold options to purchase stock or who, as a
result of participation in the plan, would own stock or hold options to
purchase stock, possessing 5% or more of the total combined voting power
or value of all classes of our capital stock.

As of May 4, 2000, approximately 2,450 persons were eligible to participate
in the plan and 1,132,176 shares had been issued to our employees pursuant to
the plan. As of that date, 867,824 shares were available for future issuance
under the plan, not including the proposed amendment to the plan. As of May 4,
2000, we had granted an aggregate of 40,805 shares under this plan to our
executive officers, and we had not granted any shares to non-employee
directors.

Participating employees participate in the plan through payroll deductions.
A participating employee sets the rate of such payroll deductions, which may
not be less than 2% nor more than 10% of the participating employee's base
salary, commissions, bonuses and shift premiums, not to exceed $250,000 per
calendar year; provided, however, that for purposes of determining a
participant's compensation, any election by that participant to reduce his or
her regular cash remuneration under Sections 125 or 401(k) of the Internal
Revenue Code shall be treated as if the participant did not make this election.
No participating employee is permitted to purchase shares under the plan at a
rate which, when aggregated with such employee's rights to purchase stock under
all similar purchase plans of Excite@Home, exceeds $25,000 in fair market value
determined as of the offering date for each calendar year in which a
participating employee participates in the plan.

18
<PAGE>

Offering Period. Each offering under the plan will be for a period of 24
months. Offering periods begin on February 1 and August 1 of each year. Each
offering period generally consists of four six-month purchase periods during
which payroll deductions of the participating employees are accumulated under
the plan. The board has the power to set the beginning of any offering period
and to change dates or the duration of offering periods or purchase periods
without stockholder approval if such change is announced at least 15 days
before the scheduled beginning of the first offering period or purchase period
to be affected. The first day of each offering period is the offering date for
such offering period and the last business day of each purchase period is the
purchase date for such purchase period.

Participating employees will participate in the purchase plan during each
offering period through regular payroll deductions as described above.
Participating employees may elect to participate in any offering period by
enrolling as provided under the terms of the plan. Once enrolled, a
participating employee will automatically participate in each succeeding
offering period unless the participating employee withdraws from the offering
period or the plan is terminated. After the rate of payroll deductions for an
offering period has been set by a participating employee, that rate will
continue to be effective for the remainder of the offering period and for all
subsequent offering periods in which the participating employee is
automatically enrolled unless otherwise changed by the participating employee.
A participant may increase or decrease the rate of payroll deductions at any
time during a purchase period, which change will continue for the remainder of
the offering period, unless changed in a subsequent purchase period. Only one
change in the rate of payroll deductions may be made during a purchase period.
Participating employees may not purchase more than twice the number of shares
the participating employee would have been eligible to purchase at 85% of the
market price of a share on the offering date if the market price of a share on
the purchase date drops to less than one-half of the market price on the
offering date. If the number of shares calculated for purchase on a purchase
date exceeds the number of shares available for issuance under the plan, we
will make a pro rata allocation of the shares among participating employees.

Purchase Price. The purchase price of shares that may be acquired in any
purchase period under the plan will be 85% of the lesser of: (1) the fair
market value of the shares on the offering date; or (2) the fair market value
of the shares on the purchase date. The fair market value of a share of the
Series A Common Stock is deemed to be the closing price of the Series A common
stock on the Nasdaq National Market on the date of determination as reported in
The Wall Street Journal. As of April 28, 2000, the record date, the closing
price of our Series A common stock as quoted on the Nasdaq National Market was
$18.63 per share.

Federal Income Tax Information

The following is a general summary as of the date of this proxy statement of
the federal income tax consequences to Excite@Home and employees participating
in the 1997 Employee Stock Purchase Plan. Federal tax laws may change and the
federal, state and local tax consequences for any participating employee will
depend upon his or her individual circumstances. Each participating employee
has been and is encouraged to seek the advice of a qualified tax adviser
regarding the tax consequences of participation in the plan.

The 1997 Employee Stock Purchase Plan is intended to qualify as an "employee
stock purchase plan" within the meaning of Section 423 of the Internal Revenue
Code.

Tax Treatment of the Participating Employee. Participating employees will
not recognize income for federal income tax purposes either upon enrollment in
the plan or upon the purchase of shares. All tax consequences are deferred
until a participating employee sells the shares, disposes of the shares by gift
or dies.

If shares are held for more than one year after the date of purchase and
more than two years from the beginning of the applicable offering period, or if
the participating employee dies while owning the shares, the participating
employee realizes ordinary income on a sale, or a disposition by way of gift or
upon death, to the extent of the lesser of: (1) 15% of the fair market value of
the shares at the beginning of the offering period; or

19
<PAGE>

(2) the actual gain (the amount by which the market value of the shares on the
date of sale, gift or death exceeds the purchase price). All additional gain
upon the sale of shares is treated as long-term capital gain. If the shares are
sold and the sale price is less than the purchase price, there is no ordinary
income and the participating employee has a long-term capital loss for the
difference between the sale price and the purchase price.

If the shares are sold or are otherwise disposed of including by way of
gift, but not death, bequest or inheritance, within either the one-year or the
two-year holding periods described above, which is referred to as a
disqualifying disposition, the participating employee realizes ordinary income
at the time of sale or other disposition, taxable to the extent that the fair
market value of the shares at the date of purchase is greater than the purchase
price. This excess will constitute ordinary income (not currently subject to
withholding) in the year of the sale or other disposition even if no gain is
realized on the sale or if a gratuitous transfer is made. The difference, if
any, between the proceeds of sale and the aggregate fair market value of the
shares at the date of purchase is a capital gain or loss. Capital gains may be
offset by capital losses, and up to $3,000 of capital losses may be used
annually against ordinary income.

Tax Treatment of Excite@Home. We will be entitled to a deduction in
connection with the disposition of shares acquired under the plan only to the
extent that the participating employee recognizes ordinary income on a
disqualifying disposition of the shares. We will treat any transfer of record
ownership of shares as a disposition, unless we are notified to the contrary.
In order to enable us to learn of disqualifying dispositions and ascertain the
amount of the deductions to which we are entitled, participating employees will
be required to notify us in writing of the date and terms of any disposition of
shares purchased under the plan.

ERISA

The plan is not subject to any of the provisions of Employee Retirement
Income Security Act of 1974, nor is it qualified under Section 401(a) of the
Internal Revenue Code.

The approval of the amendment to the plan requires the affirmative vote of
the holders of a majority of the total voting power of the shares of common
stock represented in person or by proxy at the meeting and entitled to vote on
this proposal.

The board of directors recommends a vote for the amendment
to our 1997 Employee Stock Purchase Plan.

20
<PAGE>

NEW PLAN BENEFITS

In April 2000, we granted each employee, including executive officers,
additional options to purchase our common stock based on the number of options
that such employee held as of the grant date and the exercise price of each
such option. These grants are subject to stockholder approval of the increase
in shares reserved for issuance under our 1997 Equity Incentive Plan which is
described in Proposal No. 3. The newly granted options will vest as to 16.7% of
the shares in October 2000 and as to approximately 2.8% of the shares each
month thereafter. The following table sets forth the number of options received
by our executive officers, directors and employees pursuant to these April 2000
grants:

<TABLE>
<CAPTION>
Number of
Name and Position Options
----------------- ----------
<S> <C>
Thomas A. Jermoluk............................................. 0
Former Chairman of the Board,
President and Chief Executive Officer

Kenneth A. Goldman............................................. 0
Executive Vice President and
Chief Financial Officer

David P. Bagshaw............................................... 106,667
Senior Vice President and General Manager, Customer Care

Dean A. Gilbert................................................ 185,417
Former Senior Vice President
and General Manager, @Home Division

Donald P. Hutchison............................................ 0
Former Senior Vice President
and General Manager, @Work Group

George Bell.................................................... 691,865
Current President, Chief Executive Officer
and Chairman of the Board

Current Executive Officers as a group.......................... 1,826,782

Non-Employee Directors as a group.............................. 0

Non-Executive Officer Employees as a group..................... 14,819,074
</TABLE>

The amounts of future option grants under the 1997 Equity Incentive Plan and
future purchases under the 1997 Employee Stock Purchase Plan to and by our
executive officers, directors and employees are not determinable because under
the terms of the 1997 Equity Incentive Plan such grants are made in the
discretion of the compensation committee or its designees, and under the terms
of the 1997 Employee Stock Purchase Plan such purchases are based on
participant contributions. Future option exercise prices under the 1997 Equity
Incentive Plan are not determinable because they are based upon the fair market
value of our Series A common stock on the date of grant, and future purchase
prices under the 1997 Employee Stock Purchase Plan are not determinable because
they are based on the fair market value of our Series A common stock at the
beginning of each offering period and on each purchase date.

21
<PAGE>

PROPOSAL NO. 5

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

We have selected Ernst & Young LLP as our independent auditors to perform
the audit of our financial statements for 2000, and the stockholders are being
asked to ratify this selection. Ernst & Young LLP has been engaged as our
independent auditors since April 1, 1997, and have audited all of our financial
statements since our inception. Representatives of Ernst & Young LLP will be
present at the meeting, will have the opportunity to make a statement at the
meeting if they desire to do so and will be available to respond to appropriate
questions.

The board of directors recommends a vote for the ratification of
the selection of Ernst & Young LLP as our independent auditors.

22
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information as to the beneficial ownership of
our common stock as of May 4, 2000 by:

. each stockholder known by us to be the beneficial owner of more than 5%
of our common stock;

. each of our directors;

. each executive officer listed in the Summary Compensation Table below;
and

. all of our executive officers and directors as a group.

Beneficial ownership is determined under the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Unless indicated above, to our knowledge, the persons
and entities named in the table have sole voting and sole investment power with
respect to all shares beneficially owned, subject to community property laws
where applicable. Percentage ownership is based on 397,189,104 shares of common
stock outstanding as of May 4, 2000. Shares of common stock subject to options
or warrants exercisable on or before July 3, 2000 (within 60 days of May 4,
2000) are deemed to be outstanding and to be beneficially owned by the person
holding such options or warrants for the purpose of computing the percentage
ownership of such person but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person. Unless indicated above,
the address for each director and executive officer listed below is At Home
Corporation, 450 Broadway Street, Redwood City, CA 94063.

<TABLE>
<CAPTION>
Percentage
Common Stock Percentage
Series A Series B(1) Series K Beneficially Voting Rights of
Name Common Stock Common Stock Common Stock Owned Common Stock
---- ------------ ------------ ------------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
5% Stockholders
AT&T Corp.(2)........... 63,720,000 30,800,000 -- 23.8% 55.1%
Comcast Corporation(3).. 31,118,924 -- -- 7.8 4.6
Cox Communications,
Inc.(4)................ 29,114,600 -- -- 7.3 4.3
Cablevision Systems
Corp.(5)............... 21,893,872 -- -- 5.2 3.1
Directors and Executive
Officers
Edward S. Rogers(6)..... 5,336,925 -- -- 1.3 *
Thomas A. Jermoluk(7)... 4,246,709 -- 1,083,334 1.3 *
William R. Hearst
III(8)................. 1,740,743 -- -- * *
L. John Doerr(9)........ 1,693,029 -- -- * *
George Bell(10)......... 1,346,620 -- -- * *
Kenneth A. Goldman(11).. 671,834 -- -- * *
Dean A. Gilbert(12)..... 533,846 -- -- * *
David P. Bagshaw(13).... 347,907 -- -- * *
Donald P.
Hutchison(14).......... 85,605 -- -- * *
John C. Malone(15)...... 14,950 -- -- * *
C. Michael
Armstrong(16).......... 10,000 -- -- * *
David M. Woodrow(17).... 9,500 -- -- * *
Brian L. Roberts(18).... 5,000 -- -- * *
John C. Petrillo(19).... 1,500 -- -- * *
All current directors
and executive officers
as a group
(19 persons)(20)....... 17,380,935 -- 1,083,334 4.6 2.7
</TABLE>
- --------

* Constitutes less than 1% of Excite@Home's outstanding common stock or
voting rights as applicable.
(1) Our certificate of incorporation provides that each share of Series B
common stock entitles its holder to 10 votes on all matters subject to a
vote of stockholders to which that holder is entitled to vote. If our
stockholders approve the proposed amendment to our certificate of
incorporation, the holders of shares of Series B common stock (currently
only AT&T) will be entitled to elect a majority of the board of directors.
(2) Represents shares held by TCI Internet Holdings, Inc., a wholly-owned
subsidiary of AT&T. AT&T disclaims beneficial ownership of the shares
beneficially owned by Messrs. Armstrong and Petrillo. The address of AT&T
is 32 Avenue of the Americas, New York, New York 10013.

23
<PAGE>

(3) Represents shares held by Comcast PC Investments, Inc., a wholly owned
subsidiary of Comcast Corporation. Comcast disclaims beneficial ownership
of the shares beneficially owned by Mr. Roberts. The address of Comcast is
1500 Market Street, 35th Floor, Philadelphia, Pennsylvania 19102.
(4) Represents shares held by Cox @Home, Inc., a wholly owned subsidiary of
Cox Communications, Inc. Cox disclaims beneficial ownership of the shares
beneficially owned by Mr. Woodrow. The address of Cox is 1400 Lake Hearn
Drive, Atlanta, Georgia 30319.
(5) Represents warrants held by CSC Parent Corporation, a wholly-owned
subsidiary of Cablevision Systems Corporation, which are immediately
exercisable with respect to 20,462,596 shares and which will become
exercisable as to 1,431,276 shares when and to the extent certain cable
systems are transferred to Cablevision from AT&T. The shares reported in
the table above are subject to a stockholders' agreement, certain
provisions of which are described in the section titled "Related Party
Transactions." The address of Cablevision is 111 Stewart Avenue, Bethpage,
New York 11714.
(6) Includes warrants held by Rogers Communications Inc. which are currently
exercisable with respect to 4,014,640 shares, and warrants held by Rogers
Cable Inc. which are currently exercisable with respect to 322,285 shares.
Mr. Rogers disclaims beneficial ownership of the shares held by these
entities. Mr. Rogers is a director of Excite@Home.

(7) Includes options that are exercisable with respect to 375,000 shares of
Series A common stock on or before July 3, 2000. Mr. Jermoluk is a
director of Excite@Home, and formerly served as Chairman of the Board,
President and Chief Executive Officer.
(8) Mr. Hearst is the Vice Chairman of the board of directors of Excite@Home.
(9) Includes 622,247 shares held by trusts for which Mr. Doerr disclaims
beneficial ownership except to the extent of any indirect pecuniary
interest therein. Mr. Doerr is a director of Excite@Home.

(10) Includes options that are exercisable with respect to 1,286,985 shares on
or before July 3, 2000. Mr. Bell is President, Chief Executive Officer and
Chairman of the Board of Excite@Home.

(11) Includes options that are exercisable with respect to 128,776 shares on or
before July 3, 2000, and 55,000 shares which are subject to a right of
repurchase which lapses at a rate of 18,333 shares per month. Mr. Goldman
is Executive Vice President and Chief Financial Officer of Excite@Home.

(12) Includes options that are exercisable with respect to 127,126 shares on or
before July 3, 2000 (of which 25,000 shares would be subject to a right of
repurchase if exercised). Mr. Gilbert was formerly Senior Vice President
and General Manager, @Home Division of Excite@Home and is currently
Chairman, @Home Solutions.
(13) Includes options that are exercisable with respect to 139,475 shares on or
before July 3, 2000 (of which 12,500 shares would be subject to a right of
repurchase if exercised), and 73,080 shares which are subject to a right
of repurchase which lapses at a rate of 18,747 shares per month. Mr.
Bagshaw is Senior Vice President and General Manager Customer Care of
Excite@Home.
(14) Includes options that are exercisable with respect to 35,415 shares on or
before June 10, 2000. Mr. Hutchison was formerly Senior Vice President and
General Manager, @Work Division of Excite@Home.
(15) Dr. Malone is a director of Excite@Home.
(16) Mr. Armstrong is the Chairman of the Board and Chief Executive Officer of
AT&T, but disclaims beneficial ownership of the shares beneficially owned
by AT&T. Mr. Armstrong is a director of Excite@Home.
(17) Mr. Woodrow is the Executive Vice President of New Business Development of
Cox, but disclaims beneficial ownership of the shares beneficially owned
by Cox. Mr. Woodrow is a director of Excite@Home.
(18) Mr. Roberts is the President of Comcast, but disclaims beneficial
ownership of the shares beneficially owned by Comcast. Mr. Roberts is a
director of Excite@Home.
(19) Mr. Petrillo is the Executive Vice President of Corporate Strategy and
Business Development of AT&T, but disclaims beneficial ownership of the
shares beneficially owned by AT&T. Mr. Petrillo is a director of
Excite@Home.

(20) Includes the shares described in all footnotes above (except 12, 13 and
14) relating to directors and executive officers, plus an additional
1,480,067 shares of Series A common stock held by seven other executives
officers, of which 126,042 were subject to repurchase at May 4, 2000, and
options held by four of the executive officers that are exercisable with
respect to 824,058 shares of Series A common stock on or before July 3,
2000 (of which 12,500 shares would be subject to a right of repurchase by
Excite@Home if exercised).

24
<PAGE>

Voting Agreements Involving 5% Stockholders

Arrangement with Rogers and Shaw. Shares held by AT&T, Comcast and Cox were
formerly subject to a voting agreement with Rogers and Shaw under which AT&T,
Comcast and Cox agreed to use their reasonable best efforts to cause a
representative designated jointly by Rogers and Shaw to be nominated for
election to the board and an additional jointly designated representative to be
afforded the right to attend all meetings of the board as a nonvoting observer.
This agreement terminated in 1998. However, although Rogers and Shaw no longer
hold contractual rights under this agreement, the parties to this agreement
have decided for now to continue to vote in favor of electing a designee of
Rogers and Shaw to the board, currently Mr. Rogers.

Stockholders' Agreement. Each of the shares reported by AT&T, Comcast, Cox
and Cablevision in the table above is subject to the provisions of a
stockholders' agreement. Among other things, the stockholders' agreement
provides that each principal stockholder will vote all of its shares of our
voting stock in favor of any action required by the stockholders' agreement,
including the election of our Chief Executive Officer to the board of
directors, and that any holder of shares of Series B common stock, all of which
are currently owned by AT&T, will vote all such shares in favor of the election
of certain designees of AT&T, Comcast and Cox to the board as Series B
Directors as follows:

. Comcast is entitled to designate one director so long as it owns at least
5,000,000 shares of common stock;

. Cox is entitled to designate one director so long as it owns at least
5,000,000 shares of common stock; and

. AT&T is entitled to designate three directors so long as it owns at least
7,700,000 shares of Series B common stock, two directors so long as it
owns at least 6,350,000 shares of Series B common stock and one director
so long as it owns at least 5,000,000 shares of Series B common stock.

In addition, the stockholders' agreement provides, if Cablevision so
requests, that we and the principal stockholders are required to take such
commercially reasonable actions as are required to cause a designee of
Cablevision to be appointed as a common stock director and that each principal
stockholder will vote all of its shares of our voting stock in favor of the
election of the Cablevision designee as a common stock director so long as
Cablevision beneficially owns at least 5,000,000 shares of common stock.

If the transactions contemplated by the recently announced agreements with
our principal cable partners become effective, Comcast and Cox will waive most
of their rights under this agreement, including the right to each designate one
Series B director.

25
<PAGE>

MANAGEMENT

The following table shows the name, age and position of each of our
executive officers and directors as of May 4, 2000:

<TABLE>
<CAPTION>
Name Age Principal Occupation
---- --- --------------------
<S> <C> <C>
George Bell............. 43 President, Chief Executive Officer and Chairman of the Board
Benjamin Addoms......... 37 Executive Director, MatchLogic
Leilani T. Gayles....... 45 Senior Vice President, Human Resources
Kenneth A. Goldman...... 50 Executive Vice President and Chief Financial Officer
Milo S. Medin........... 37 Chief Technology Officer
John L. O'Farrell....... 41 Executive Vice President, International
Mark O'Leary............ 44 Executive Vice President, Excite@Home Business Solutions
Byron Smith............. 38 Executive Vice President, Consumer Broadband Services and
Chief Marketing Officer
Mark Stevens............ 40 Executive Vice President, Business Development
</TABLE>

For information about George Bell, please see "Director Nominees."

Benjamin Addoms is Executive Director, MatchLogic and has served with
Excite@Home since May 1999. From April 1997 to May 1999, he was Executive Vice
President of Strategic Customer Management at MatchLogic, Inc., now a
subsidiary of Excite@Home. From 1994 to April 1997, Mr. Addoms was Senior Vice
President of Database Development for The Polk Company, where he was
responsible for the acquisition and creation of a consumer database. Mr. Addoms
holds a B.A. degree from Wesleyan University.

Leilani T. Gayles is our Senior Vice President, Human Resources and has
served with Excite@Home since October 1997. From October 1995 until October
1997, she was a human resources consultant to a variety of companies. From
February 1985 until June 1995, she held various management positions at Silicon
Graphics, most recently Vice President, Human Resources. Ms. Gayles holds a
B.S. degree in organizational behavior from the University of San Francisco.

Kenneth A. Goldman is our Executive Vice President and Chief Financial
Officer and has served with Excite@Home since July 1996. From July 1992 to July
1996, he was Senior Vice President and Chief Financial Officer of Sybase, Inc.,
a database software and services company. From 1989 to July 1992, Mr. Goldman
was Vice President of Finance and Administration and Chief Financial Officer at
Cypress Semiconductor Corporation, a semiconductor manufacturer. Mr. Goldman
serves on the board of directors of One World Systems. He holds a B.S. degree
in electrical engineering from Cornell University and an M.B.A. degree from
Harvard University.

Milo S. Medin co-founded Excite@Home in June 1995, has served as Chief
Technology Officer since March 1998, and served as Vice President, Networks
from June 1995 until March 1998. From 1985 to June 1995, he was employed at the
NASA Ames Research Center, where he was responsible for a variety of wide area
networking projects, including the use of Internet technology to interconnect
NASA facilities and researchers at over 200 sites in 16 countries. Mr. Medin
studied computer science at the University of California at Berkeley.

John L. O'Farrell is our Executive Vice President, International and has
served with Excite@Home since April 1997. From August 1995 to April 1997, he
was President of U S WEST Interactive Services, Inc., an Internet content
development company. From March 1992 to August 1995, he held various positions
with US West, Inc., including most recently as Vice President, Corporate
Strategy. Mr. O'Farrell holds a B.E.E. degree from University College Dublin,
Ireland and an M.B.A. degree from Stanford University.

26
<PAGE>

Mark O'Leary is our Executive Vice President, Excite@Home Business Solutions
and has served with Excite@Home since January 2000. From 1982 to 2000, Mr.
O'Leary held several positions with AT&T, most recently as Vice President of
Managed Network Services, where he directed product development and product
management for the AT&T Solutions organization. Mr. O'Leary holds a B.A. degree
in psychology from State University of New York, Oneonta and an M.B.A. degree
from St. Mary's College.

Byron Smith is our Executive Vice President, Consumer Broadband Services and
Chief Marketing Officer and has served with Excite@Home since January 2000.
From January 1999 to January 2000, Mr. Smith was Vice President, Long Distance
of AT&T's Consumer Services Division, where he was responsible for AT&T's
consumer long distance strategy and marketing. From 1994 to January 1999, Mr.
Smith held various positions with GTE Wireless, most recently Vice President of
Sales, where he was responsible for all sales, distribution and gross margin.
Mr. Smith holds a B.S. degree in economics and political science from Middle
Tennessee State University, and an M.B.A. degree from the University of
Chicago.

Mark C. Stevens has served as Executive Vice President of Corporate and
Business Development of Excite@Home since May 1999, and he served in the same
capacity at Excite from January 1999 until May 1999. From 1983 until January
1999, he was in private practice with the Silicon Valley law firm of Fenwick &
West LLP, where he had been a partner since 1989. Mr. Stevens received his B.S.
degree in mathematics from Santa Clara University, and his J.D. from
Northwestern University.

27
<PAGE>

Executive Compensation

The following table provides compensation awarded to, earned by or paid for
services rendered to Excite@Home in all capacities during 1997, 1998 and 1999
by our Chief Executive Officer and our four other most highly compensated
executive officers who earned at least $100,000 in 1999 and who were serving as
executive officers at the end of 1999. We have also voluntarily reported this
information for George Bell, who currently serves as President, Chief Executive
Officer and Chairman of the Board of Excite@Home. We did not grant any other
compensation, restricted stock awards or stock appreciation rights to these
individuals in 1997, 1998 and 1999.

Summary Compensation Table

<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation Awards
----------------- --------------------------
Securities
Annual Underlying All Other
Name and Principal Position Year Salary Bonus Options Compensation(1)
--------------------------- ---- -------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Thomas A. Jermoluk...........
Former Chairman of the 1999 $500,000 $200,000 -- $1,299
Board, Chief Executive 1998 500,000 250,000 1,000,000 1,938
Officer and President(2) 1997 500,000 200,000 -- 1,377

Kenneth A. Goldman...........
Executive Vice President and 1999 250,000 82,500 140,000 1,924
Chief 1998 250,000 50,000 250,000 1,566
Financial Officer 1997 250,000 50,000 -- 1,479

David P. Bagshaw.............
Senior Vice President and 1999 250,000 46,875 65,000 1,189
General Manager, Customer 1998 250,000 50,000 160,000 1,566
Care 1997 250,000 40,000 50,000 867

Dean A. Gilbert..............
Former Senior Vice President 1999 225,000 48,750 180,000 647
and General Manager, @Home 1998 225,000 45,000 150,000 816
Division(3) 1997 202,068 30,000 100,000 425

Donald P. Hutchison..........
Former Senior Vice President 1999 270,000 46,875 100,000 752
and General Manager, @Work 1998 241,666 50,000 260,000 918
Group(4) 1997 201,203 25,000 900,000 714

George Bell..................
Current President, Chief 1999 145,833 101,250 200,000 104
Executive Officer and 1998 -- -- -- --
Chairman of the Board(5) 1997 -- -- -- --
</TABLE>
- --------
(1) Represents life insurance premiums paid by Excite@Home.
(2) Mr. Jermoluk served as President until May 1999, as Chief Executive Officer
until January 2000 and as Chairman of the Board until May 2000.

(3) Mr. Gilbert served as Senior Vice President and General Manager, @Home
Division, until March 2000 and is currently Chairman, @Home Solutions.
(4) Mr. Hutchison resigned his position in January 2000 and left Excite@Home in
March 2000.

(5) Mr. Bell became President in May 1999, Chief Executive Officer in January
2000 and Chairman of the Board in May 2000. Mr. Bell is compensated at an
annual rate of $350,000 with a target bonus of $175,000 per year.

Stock Option Grants in 1999

The following table provides information regarding each stock option grant
during 1999 to the executive officers named in the Summary Compensation Table
above. Each option included in the following table was granted at an exercise
price equal to the fair market value of our Series A common stock on the date
of grant. Each option becomes exercisable at the rate of 2.083% of the shares
subject to that option per month over a period of 48 months. Each option has a
term of ten years, subject to earlier termination within 90 days after the
termination of the optionee's employment or consultancy relationship with us.

28
<PAGE>

The potential realizable value is calculated based on the term of the option
at its time of grant, compounded annually. The 5% and 10% assumed annual rates
of compounded stock price appreciation are required by the rules of the
Securities and Exchange Commission, and do not represent our estimates or
projections of our future stock prices. Actual gains, if any, on option
exercises are dependent on future performance of our Series A common stock and
overall market conditions. The potential realizable values shown in this table
may never be achieved.

<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------
Potential Realizable
Value at Assumed
Number of Percentage of Annual Rates of Stock
Shares Total Options Price Appreciation
Underlying Granted to for Option Terms
Options Employees in Exercise Price Expiration ---------------------
Name Granted Fiscal Year Per Share Date 5% 10%
---- ---------- ------------- -------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Thomas A. Jermoluk...... 0 -- -- -- -- --

Kenneth A. Goldman...... 100,000 .5% $59.47 4/19/09 $3,739,961 $9,477,795
40,000 .2 34.63 8/10/99 871,019 2,207,333

David P. Bagshaw........ 40,000 .2 59.47 4/19/09 1,495,984 3,791,118
25,000 .1 34.63 8/10/09 544,387 1,379,583

Dean A. Gilbert......... 120,000 .6 59.47 4/19/09 4,487,953 11,373,354
60,000 .3 34.63 8/10/09 1,306,529 3,311,000

Donald P. Hutchison..... 100,000 .5 59.47 4/19/09 3,739,961 9,477,795

George Bell............. 200,000 1.0 34.63 8/10/09 4,355,095 11,036,666
</TABLE>

Aggregated Option Exercises in 1999 and Year-End Option Values

The following table provides information concerning stock option exercises
by each of the executive officers named in the Summary Compensation Table above
who exercised options during the fiscal year ended December 31, 1999 and
information concerning unexercised options held by these officers at the end of
1999. The value realized represents the difference between the deemed fair
value of our Series A common stock used by us for accounting purposes and the
exercise price of the option. The value of unexercised in-the-money options is
based on the closing price of our Series A common stock on December 31, 1999 of
$42.88 per share, minus the exercise price, multiplied by the number of shares
issuable upon exercise of the option.

<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Year-end at Year-end
Acquired on Value --------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas A. Jermoluk...... -- -- 250,000 250,000 $2,343,750 $2,343,750

Kenneth A. Goldman...... 33,720 $1,736,217 67,527 288,753 1,007,468 3,945,845

David P. Bagshaw........ -- -- 107,705(1) 167,295 2,293,133 2,883,427

Dean A. Gilbert......... 66,101 2,444,809 82,231(2) 261,668 429,808 4,062,434

Donald P. Hutchison..... -- -- 163,330 296,670 4,235,656 5,308,084

George Bell(3).......... 257,560 16,400,546 1,072,860 1,158,568 37,350,755 12,558,348
</TABLE>
- --------
(1) Of these shares, 18,750 are unvested and subject to a right of repurchase
which lapses at a rate of 1,041 shares per month.
(2) Of these shares, 37,500 are unvested and subject to a right of repurchase
which lapses at a rate of 2,083 shares per month.
(3) Of the options exercised during 1999 and held as of December 31, 1999 by
Mr. Bell, options to purchase 2,288,988 shares were received by Mr. Bell in
connection with our acquisition of Excite, Inc.

29
<PAGE>

Employment and Severance Agreements

Employment Agreement with George Bell. In May 1999, we entered into an
employment agreement with Mr. Bell, to become our President and a director. The
agreement established Mr. Bell's initial annual base salary at $210,000 and
provides for bonuses of up to $150,000 per year, based on the achievement of
performance objectives agreed to between Mr. Bell and our board of directors.
The term of the agreement is four years. We will provide Mr. Bell with a
standard benefits package, including pension, profit sharing, executive
bonuses, stock purchases, stock options, health and vacations, during the term
of his employment. The agreement provides that, in the event Mr. Bell is
terminated without formal cause or is constructively terminated, he shall
receive an amount equal to one year of base salary, the vesting of his options
to purchase our Series A common stock shall accelerate by one year, and he
shall be allowed to participate in our general benefit plans for one year
following such termination. The agreement also restricts Mr. Bell from
competing with us for a period of one year following termination of his
employment with us. Mr. Bell's employment is considered an "at-will" agreement.
We or Mr. Bell may terminate the employment relationship at any time for any
reason.

Employment Agreement with Thomas Jermoluk, as amended. In June 1996, we
entered into an employment agreement with Mr. Jermoluk, to become our Chairman,
Chief Executive Officer and President. The agreement established Mr. Jermoluk's
initial annual base salary at $500,000 per year and provided for bonuses of up
to $200,000 per year based on the performance of Excite@Home with respect to
its annual operating plan. In July 1996 we sold to Mr. Jermoluk 3,000,000
shares of our Series A common stock at a purchase price of $0.05 per share and
50,000 shares of our Series K preferred stock at a purchase price of $10.00 per
share. Of these shares, 75% were subject to a right of repurchase by
Excite@Home which vested as to 2.08% per month. The Series K preferred stock
was converted into 1,000,000 shares of Series K common stock in connection with
our initial public offering. The agreement provided that, so long as Mr.
Jermoluk was employed by us, and for 90 days after if his employment was
terminated without cause, if Mr. Jermoluk had sold any of his vested shares at
an average price less than $5.00 per share, we would have been obligated to pay
Mr. Jermoluk the difference between $5.00 per share and the average price for
each share sold, and if Mr. Jermoluk had been employed by us after July 2000,
we would have been obligated to pay Mr. Jermoluk the difference between $10.00
per share and the average price for each share sold. Upon termination of
Mr. Jermoluk's employment, we would have an obligation to repurchase Mr.
Jermoluk's unvested shares at the price per share that he originally paid for
the shares. If we terminated Mr. Jermoluk's employment without cause, we would
be obligated to pay Mr. Jermoluk's base salary and bonus for six months after
the date of the termination, and our right to repurchase any unvested shares
would lapse at the date of the termination.

We amended this employment agreement effective January 2000 to provide that,
in contemplation of a potential restructuring of Excite@Home, the termination
of Mr. Jermoluk's position as Chief Executive Officer of Excite@Home for any
reason, including his resignation, would be treated as termination without
cause under the employment agreement. Accordingly, Mr. Jermoluk received a lump
sum payment of six months' salary upon his termination as Chief Executive
Officer in January 2000, and our right to repurchase the shares of Series A
common stock and Series K common stock sold to Mr. Jermoluk under the agreement
lapsed with respect to the remaining six months of the vesting period for such
shares. The amendment provides that the option to purchase 1,000,000 shares of
our Series A common stock granted to Mr. Jermoluk in December 1998 will
continue to vest through December 2000 so long as Mr. Jermoluk continues to
serve as a director of Excite@Home.

Severance Agreement with Donald Hutchison. In January 2000, we entered into
a separation agreement with Mr. Hutchison, formerly the Senior Vice President
and General Manager of our @Work division. This agreement provided that Mr.
Hutchison would resign his position effective December 31, 1999 and his
employment with us would terminate effective February 15, 2000, which we later
extended into March 2000. We agreed that Mr. Hutchison's option to purchase our
Series A common stock that he recieved upon joining Excite@Home had vested with
respect to 116,667 shares in accordance with the terms of a letter agreement
dated February 10, 1997 between us and Mr. Hutchison. In addition, Mr.
Hutchison continued to receive the same employee benefits, including salary,
medical benefits and vesting of stock options, until the termination of his
employment in March 2000.

30
<PAGE>

REPORT OF THE COMPENSATION COMMITTEE

This Report of the Compensation Committee is required by the Securities and
Exchange Commission and shall not be deemed to be incorporated by reference by
any general statement incorporating by reference this proxy statement into any
filing under the Securities Act, or under the Exchange Act, except to the
extent that we specifically incorporate this information by reference, and
shall not otherwise be deemed soliciting material or filed under the Securities
Act or Exchange Act.

Final decisions regarding compensation and stock option grants to executive
officers are made by the compensation committee of the board of directors. The
committee is composed of two non-employee directors, neither of whom has any
interlocking relationships as defined by the Securities and Exchange
Commission. During 1999, John Doerr and David Woodrow served on the committee.

General Compensation Policy

The committee acts on behalf of the board to establish the general
compensation policy of Excite@Home. The committee reviews base salary levels
and target bonuses for the Chief Executive Officer and our other executive
officers each year. The committee also administers our 1997 Equity Incentive
Plan, the 1997 Employee Stock Purchase Plan and the 2000 Equity Incentive Plan.
The committee has delegated to the Chief Executive Officer the authority to
grant stock options to non-executive employees.

The committee's philosophy in compensating executive officers, including the
Chief Executive Officer, is to relate compensation to corporate and individual
performance and customer satisfaction. Consistent with this philosophy, salary
adjustments and the incentive component of executive officer compensation is
determined after a review of Excite@Home's and the individual's performance for
the previous year. Long-term equity incentives for executive officers are
affected through the granting of stock options under the 1997 Equity Incentive
Plan and the 2000 Equity Incentive Plan.

Our Senior Vice President of Human Resources assists the committee by making
available competitive executive compensation data, such as stock data, for
companies with whom we compete for executive talent. Some of these companies
are included in the Morgan Stanley High Technology Index, the line of business
index used by us in the "Company Stock Price Performance" graph set forth in
this proxy statement.

1999 Executive Compensation

Executive compensation for 1999 included base salary, cash bonuses and stock
option grants. In December 1999, the Chief Executive Officer recommended that
the committee grant bonuses to certain executives under our 1998 Executive
Bonus Plan that included the following measures of performance: Excite@Home
revenue, Excite@Home earnings, and customer satisfaction. The target amounts
ranged from 25% to 40% of base salary. Based primarily on customer satisfaction
and company performance considerations, the committee approved bonuses equal to
75% of the target amounts for 1999.

The following table sets forth stock options to purchase Series A common
stock granted to executive officers in 1999. The exercise price for each of
these options is equal to the closing sale price for our Series A common stock
on the Nasdaq National Market on the date of grant:

<TABLE>
<CAPTION>
Number
of Number of
Options Executive Officers Exercise Price
Date of Grant Granted Granted Options Per Share
- ------------- ------- ------------------ --------------
<S> <C> <C> <C>
April 19, 1999........................ 780,000 9 $59.47
August 10, 1999....................... 830,000 11 $34.63
January 11, 2000...................... 755,000 9 $37.13
</TABLE>

The majority of these options vest and become exercisable on a monthly basis
for 48 months after the date of grant. Certain exceptional grants aimed at
executive retention have a shorter vesting period. Options were granted on the
recommendation of the Chief Executive Officer in recognition of Excite@Home
meeting certain financial and operational goals for 1999 and the significant
individual contributions of these executives, and taking into consideration the
number of vested shares and the goal of executive retention.

31
<PAGE>

Compensation of Chief Executive Officer

Mr. Jermoluk was hired by us pursuant to an employment agreement dated July
19, 1996 which provides for a base salary of $500,000 and a target bonus of
$200,000 per year. In December 1999, the committee solicited input from our
board members concerning Mr. Jermoluk's performance as part of the process of
determining Mr. Jermoluk's bonus for 1999. As most of our board members
represent our major customers and investors, the committee carefully evaluated
this input in assessing Mr. Jermoluk's performance. Based on this input,
Excite@Home meeting certain financial and operational goals for 1999, Mr.
Jermoluk's leadership in connection with our financing activities, the
acquisition of Excite and our rapid growth, the committee awarded Mr. Jermoluk
a bonus of $200,000.

Mr. Jermoluk was replaced by Mr. Bell as our Chief Executive Officer in
January 2000. In 2000, the amount of Mr. Bell's bonus will be determined based
on our success in meeting our financial targets, operational objectives,
including cable partner and subscriber satisfaction, and strategic goals. In
May 1999, we entered into an employment agreement with Mr. Bell which
established Mr. Bell's initial annual base salary at $210,000 and provides for
bonuses of up to $150,000 per year, based on the achievement of performance
objectives agreed to between Mr. Bell and our board of directors. The term of
the agreement is four years. The agreement provides that, in the event Mr. Bell
is terminated without formal cause or is constructively terminated, he shall
receive an amount equal to one year of base salary, the vesting of his options
to purchase our Series A common stock shall accelerate by one year, and he
shall be allowed to participate in our general benefit plans for one year
following such termination. In November 1999, the committee increased Mr.
Bell's salary to $350,000 with a target bonus amount equal to 50% of base
salary in recognition of his expanded role within the company.

2000 Equity Incentive Plan

In January 2000, our board of directors adopted our 2000 Equity Incentive
Plan and reserved 2,000,000 shares of our Series A common stock for issuance
under this plan. This plan has been designed to meet the "broadly based plans"
exemption from the stockholder approval requirement for stock options under the
Nasdaq National Market listing requirements. The terms of the plan are
substantially similar to the terms of our 1997 Equity Incentive Plan, except
that this plan does not provide for grants of incentive stock options that
qualify under Section 422 of the Internal Revenue Code, and that no more than
49% of the shares reserved for grant under this plan may be issued to the Chief
Executive Officer, executive vice presidents, senior vice presidents and vice
presidents of Excite@Home.

Compliance with Section 162(m) of the Internal Revenue Code of 1986

We intend to comply with the requirements of Section 162(m) of the Internal
Revenue Code. Our 1997 Equity Incentive Plan is already in compliance with
Section 162(m) by limiting stock awards to named executive officers. We do not
expect cash compensation for 1999 for any executive officer to exceed
$1,000,000 for any individual. In addition, the 2000 Equity Incentive Plan is
not in compliance with Section 162(m).

COMPENSATION COMMITTEE

L. John Doerr
David M. Woodrow

32
<PAGE>

COMPANY STOCK PRICE PERFORMANCE

The stock price performance graph below is required by the Securities and
Exchange Commission. This graph shall not be deemed to be filed under the
Securities Act or Exchange Act, or incorporated by reference by any general
statement incorporating this proxy statement by reference into any filing made
under the Securities Act or Exchange Act, except to the extent that we
specifically incorporate this graph by reference.

The graph below compares the cumulative total stockholder return on our
Series A common stock, the Nasdaq Stock Market--Composite Index and the Morgan
Stanley High Technology Index. Cumulative total stockholder return represents
share value appreciation through December 31, 1999, assuming the investment of
$100 in the Series A common stock of Excite@Home at the initial public offering
price of $5.25 per share on July 11, 1997 and in each of the other indexes on
the same date, and reinvestment of all dividends. The comparisons in the graph
below are based on historical data and are not intended to forecast the
possible future performance of our common stock.

[PERFORMANCE GRAPH APPEARS HERE]

The above graph was plotted using the following data:

<TABLE>
<CAPTION>
Morgan Stanley
At Home Nasdaq Stock Market-- High
Corporation Composite Index Technology Index
----------------- ---------------------------------------
Market Investment Investment Investment
Price Value Index Value Index Value
------ ---------- ---------------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
07/11/97.......... $ 5.25 $100 $ 1,495 $100 $ 461 $100
12/31/97.......... $12.56 $239 $ 1,570 $105 $ 447 $ 97
12/31/98.......... $37.13 $707 $ 2,193 $146 $ 874 $190
12/31/99.......... $42.88 $816 $ 4,069 $ 271 $1,842 $400
</TABLE>

33
<PAGE>

RELATED PARTY TRANSACTIONS

Other than the transactions described in "Executive Compensation" above,
employment contracts, compensatory plans or arrangements and similar
arrangements not required to be reported and the transactions described below,
there has not been since January 1, 1999, nor is there currently proposed, any
transaction or series of similar transactions to which we were or will be a
party:

. in which the amount involved exceeded or will exceed $60,000; and

. in which any director, executive officer, holder of more than 5% of our
common stock or any member of his or her immediate family had or will
have a direct or indirect material interest.

Letter Agreement and Term Sheets with AT&T, Comcast and Cox

On March 28, 2000, we entered into a letter agreement and term sheets with
AT&T, Comcast and Cox, our principal cable partners. Among other things, this
agreement provides for the extension of our relationship with AT&T until June
4, 2008, and the extension of our relationship with Comcast and Cox until June
4, 2006, upon the expiration of our existing master distribution agreement and
local cable operator agreements beginning on June 4, 2002, and a reorganization
of our corporate governance. The letter agreement contemplates that the parties
will enter into definitive agreements covering these transactions; however, if
these definitive agreements are not entered into by June 26, 2000, then the
letter agreement and attached term sheets will constitute the definitive
agreement. The following is a summary of the letter agreement and term sheets.
You can find more information by reviewing the agreement and term sheets in
their entirety, which are filed as an exhibit to our current report on Form 8-K
filed with the Securities and Exchange Commission on April 3, 2000.

Effect on Existing Agreements. Under the letter agreement, the existing
master distribution agreement and local cable operator agreements between us
and our principal cable partners remain in effect until June 4, 2002. However,
Comcast or Cox may terminate the mutual exclusivity obligations of the existing
master distribution agreement, or the entire master distribution agreement and
the local cable operator agreements, at any time on or after June 4, 2001 by
providing at least 6 months' prior written notice. The termination would take
effect on the June 4 or December 4 next occurring after the expiration of the
notice period. The letter agreement provides that, in the event of such a
termination, we and the terminating party will commence executing an exit plan
contained in the term sheets to the letter agreement which involves the
transfer of certain subsystems and network elements to the terminating party.
In the event of such a termination by Comcast, any right of repurchase that
applies to shares of our Series A common stock held by Comcast will lapse.
Additionally, Comcast may terminate the exclusivity obligations of the existing
master distribution agreement at any time if required to do so by Microsoft
under an agreement between those companies, but in this event shares of our
Series A common stock held by Comcast would be subject to a right of repurchase
by us as provided in the existing master distribution agreement.

Distribution Arrangements After June 4, 2002. The letter agreement provides
that beginning June 4, 2002, we will provide AT&T, Comcast and Cox with
platform-connectivity services used in delivering their high-speed residential
Internet access services over their United States cable systems. This agreement
will not prevent each cable partner from offering a choice of Internet access
service providers and portals on its high-speed Internet system. Additionally,
each of these cable partners will make our portal available for selection, and
will display our portal prominently, on its high-speed residential Internet
access start page. These cable partners have agreed not to affirmatively
remarket any alternative portal to existing Excite@Home subscribers as of June
4, 2002. Each of these cable partners will pay us a marketing fee, on a "most
favored nations" basis, for each new subscriber that we induce to use such
cable partner's Internet access service, and we will pay a marketing fee to
these cable partners for each of their Internet access subscribers that chooses
our portal. In addition, AT&T and we have agreed to work together to deliver
services to consumers via advanced television, narrowband initiatives and,
subject to negotiation with AT&T Wireless Group, wireless services.

Comcast or Cox may terminate the new master distribution agreement at any
time on or after June 4, 2002, by providing six months' prior written notice.
The termination would take effect on the June 4 or

34
<PAGE>

December 4 next occurring after the expiration of the notice period. Upon
termination, the terminating party would forfeit all or a portion of the
warrants that it received under the letter agreement, as described below, and
we and the terminating party would commence executing an exit plan which
involves the transfer of certain subsystems and network elements to the
terminating party. Regardless of whether Comcast or Cox terminates the existing
or new master distribution agreement, Comcast and Cox each has the right to
negotiate commercial arrangements with us, on a most favored nations basis so
long as at least 50% of such party's broadband residential Internet access
subscribers use our platform/connectivity service, or otherwise on terms
reasonably comparable to those offered to other parties.

Issuance of New Warrants and Conversion of Shares. Upon the execution of the
letter agreement, we granted to AT&T, Comcast and Cox warrants to purchase two
shares of our Series A common stock for each home passed by their respective
cable systems. We expect the total number of shares to be issuable under these
warrants will be approximately 85 million shares. The exercise price for these
warrants is $29.54 per underlying share. AT&T's warrants will become 100%
vested and exercisable on June 4, 2002, subject to limited exceptions, and
subject to volume limitations on disposition of the underlying shares at a rate
of 16.67% per year. Warrants issued to Comcast and Cox will vest as to 1/6 of
the total shares on June 4, 2001 and as to an additional 1/12 each six months
thereafter so long as the existing master distribution agreement, the letter
agreement or superceding definitive agreements, as applicable, have been
continuously in effect up to such date. We will also grant additional warrants
for increases in homes passed, and each warrant granted by us will be subject
to forfeiture based on decreases in homes passed or for failure to bring new
systems in compliance with the distribution provisions of the letter agreement.
Upon the effectiveness of these transactions, AT&T's warrants will instead
become exercisable for one share of Series A common stock and one share of
Series B common stock for each home passed. We will record the fair values of
these warrants as they are earned by the cable partners and amortize such
amounts to operations over the terms of the new distribution agreements.

In addition, upon the effectiveness of these transactions, we will issue to
AT&T one share of our Series B common stock, each share of which entitles its
holder to 10 votes, in exchange for each share of our Series A common stock
surrendered by AT&T to us, up to a maximum number of shares equal to the number
of shares subject to the AT&T warrant described above. We expect to issue
approximately 50 million shares of our Series B common stock in this exchange,
which, when considered together with the above warrants, would result in AT&T
holding approximately 25% of the total outstanding shares of our common stock
and approximately 74% of our voting power, each on a fully-diluted basis.

Warrants to purchase approximately 8.9 million shares of our Series A common
stock which Comcast acquired in connection with its acquisition of cable
systems from Prime-Potomac, L.P., Prime-Chicago L.P., Jones Intercable Inc. and
Garden State Cablevision L.P. will be amended to eliminate performance vesting
conditions and will become exercisable in six-month increments over the
original vesting terms of these warrants. The distribution agreements assumed
by Comcast in connection with these warrants may be terminated by Comcast at
the same time that it terminates the existing or new master distribution
agreement.

"Put" Rights Granted by AT&T to Comcast and Cox. Under the agreement, AT&T
has granted Comcast and Cox the right to sell their shares of our Series A
common stock to AT&T for a minimum price of $48 per share at any time between
January 1, 2001, and June 4, 2002, up to a maximum of $1.5 billion for Comcast
and $1.4 billion for Cox. If the average share price of our Series A common
stock exceeds $48 for 15 days before and 15 days after either Comcast or Cox
exercises its right to sell, the exercising party will receive the higher price
per share, with the number of shares saleable to be reduced in accordance with
the maximum obligations described above. Comcast and Cox have the right to take
payment in cash or in shares of AT&T stock.

If we separate our portal/content business from our platform/connectivity
business, AT&T, Comcast, Cox and we will, if requested by Comcast or Cox, work
together to try to exchange, on a tax-free basis, all of the shares of Series A
Common Stock then owned by Comcast or Cox, as the case may be, for shares
reflecting our separate business units in a manner that would provide the same
economic result to each party as would have resulted if Comcast or Cox, as the
case may be, had exercised the put for the maximum number of shares of Series A
Common Stock then remaining subject to the put.

35
<PAGE>

Corporate Governance Changes. Upon the effectiveness of these transactions,
Comcast and Cox will waive most of their rights under the current stockholders'
agreement among those parties, us, AT&T and other Excite@Home stockholders,
including the right to designate a director to our board. The designees of
Comcast and Cox who currently serve on our board will resign their board
positions on the effective date of these transactions. We are seeking
stockholder approval of an amendment to our fifth amended and restated
certificate of incorporation, which is described under Proposal No. 1, to
implement related corporate governance changes. The primary effect of this
amendment will be that AT&T will acquire voting control over all board actions,
and Comcast and Cox will no longer have the right to veto a board action by
voting together against a board action.

Effectiveness of the Transactions. Completion of these transactions is
subject to stockholder approval of the amendment to our fifth amended and
restated certificate of incorporation which is described under Proposal No. 1,
receipt of any required approval by the Nasdaq Stock Market and receipt of any
other consents, approvals and waivers as are necessary to complete these
transactions in a manner that results in the economic effects contemplated by
these transactions. We have received written confirmation from the Nasdaq
National Market that the proposed issuance of additional shares of our Series B
common stock does not violate Nasdaq's voting rights policy. If these
transactions do not become effective on or before September 30, 2000, then any
party to the letter agreement, other than a party whose failure to comply with
its obligations has caused this delay, may terminate this agreement.

Other Agreements with our Cable Partners

Backbone capacity contract with AT&T. In December 1998, we entered into an
agreement with AT&T to create a nationwide Internet protocol network utilizing
AT&T's backbone to support broadband services throughout North America on a
cost-effective basis. Under this agreement, we paid AT&T fees of $57 million in
1999 and we will pay AT&T fixed fees of $45 million in 2000, as well as
recurring maintenance fees, which will total approximately $5 million in 2000,
over the 20-year term of the agreement. We amended this agreement to provide
that we would pay AT&T an additional $4 million in fees under this agreement.
We amended this agreement again in September 1999 to provide that, in exchange
for AT&T assuming up to an additional $10.5 million in expenses under an
agreement assumed from us by AT&T, we would pay AT&T an additional $8 million
in fees during 1999.

Issuance of a warrant to InterMedia in 1999 and transfer of shares to
AT&T. In January 1999, we issued a warrant to InterMedia Partners IV L.P. to
purchase up to 2.5 million shares of our Series A common stock at an exercise
price of $5.25 per share. This warrant was issued in connection with a new
distribution agreement entered into in January 1999. This warrant vested and
became exercisable with respect to approximately 2.3 million shares based on
homes passed by InterMedia's cable systems and new subscribers to the @Home
service. In October 1999, AT&T acquired InterMedia's cable system in Nashville,
Tennessee. Pursuant to the agreement, InterMedia transferred warrants to
purchase approximately 1 million shares upon the completion of this acquisition
to AT&T, which warrants are vested with respect to approximately 560,000 shares
and the remainder of which will vest if certain targets for homes passed and
new subscribers are met.

Agreement with Jupiter Communications and Sumitomo Corporation. In April
1999, we announced an agreement with Jupiter Communications and Sumitomo
Corporation to form Excite@Home Japan, a joint venture to launch our first
service offering in Asia. We own 43% of the joint venture, Jupiter owns 36%,
and Sumitomo owns 21%. In addition, we will receive up to $7.5 million in
start-up fees and 12.5% of the total subscription fees paid by Excite@Home
Japan subscribers. The warrants become exercisable upon the satisfaction of
milestones based upon upgrades to the cable infrastructure and development of
subscriber and partner relationships. The Liberty Media Corporation, which is
controlled by AT&T, owns 40% of Jupiter.

Excite Promotion, Distribution and License Agreement with AT&T. In March
1998, Excite and AT&T entered into an agreement which provides for the
promotion of AT&T on Excite's web sites. This agreement was amended on January
15, 1999 and April 1, 1999 to revise certain performance and payment terms. We
assumed this agreement in connection with our acquisition of Excite in May
1999. Under the amended

36
<PAGE>

agreement, we are obligated to develop and make available a co-branded web site
with AT&T and provide ad-serving services on this web site. We are also
obligated to provide AT&T branded text links and banner advertisements on
Excite's web sites and technical assistance to AT&T related to trials of its
voice-based Internet services, including AT&T Chat 'N Talk. In addition, we are
responsible for providing MatchLogic services including targeted e-mail, user
research and promotional campaign services. In 1999, AT&T paid us cash and
provided services totaling approximately $5 million in exchange for our
services under this agreement.

@Work Internet Agreement with AT&T. In July 1999, we entered into an
agreement with TCI Cable Management Corporation, a subsidiary of AT&T, covering
the offering of commercial Internet services to businesses using AT&T's cable
infrastructure and our network infrastructure. These services include
connectivity to a subscriber's local area network, multiple workstation
support, use of Excite@Home content and our browser, domain name registration,
and email access and support. Under the agreement, AT&T is obligated to pay us
a monthly fee of 50% of its gross monthly recurring subscription fees for these
services. Although AT&T is responsible for providing certain equipment in
connection with subscribers' use of the services, AT&T may require us to assume
this obligation on a cost-plus basis. AT&T and we have also agreed to cooperate
in marketing and selling the service, and we will receive certain fees in
connection with our sales activities. AT&T is entitled to "most favored nation"
terms with respect to the services covered by the agreement. This agreement
with AT&T will remain in effect until June 30, 2002, subject to earlier
termination in certain circumstances, including on 90 days' written notice by
AT&T at any time after the completion of the first nine months of the
agreement. In 1999, revenues recorded by us under this agreement were
insignifcant.

Web Hosting Agreement with AT&T. In September 1999, we entered into an
agreement with a subsidiary of AT&T in connection with the offering of shared
web hosting services to small and medium-sized businesses marketed under the
AT&T brand. Under this agreement, we design and develop the web hosting
services, and receive a wholesale fee from AT&T for each subscriber to this
service. In 1999, we received $100,000 in set-up fees and recorded less than
$100,000 in web hosting revenues under this agreement.

Sublease with Comcast. In January 2000, we entered into a sublease agreement
with Comcast Online Communications, Inc., a subsidiary of Comcast, covering
approximately 19,000 square feet of office space in Bala Cynwyd, Pennsylvania.
Monthly rent equals $33,250 and the sublease will expire on June 30, 2003.

Mobile Channel Agreement with AT&T Wireless. In March 2000, we entered into
an agreement with AT&T Wireless to provide Excite@Home content to subscribers
of AT&T Wireless' PocketNet Service. Under the agreement, AT&T Wireless will
offer Excite@Home content on the PocketNet Service, and we will promote the
PocketNet Service on our www.excite.com website.

Professional Services Agreement with AT&T. In April 2000, we entered into a
Professional Services Agreement to retain AT&T Solutions Inc., a subsidiary of
AT&T, to assist us with various projects relating to our network infrastructure
including email stabilization support, HVAC/power stabilization support,
operations planning and staff augmentation, the preparation of service level
agreements, and the review of possible outsourcing options. We anticipate AT&T
will complete these projects within 45 days, although we are free to terminate
the agreement any time. Total fees under the agreement are anticipated to total
approximately $2.0 million.

Other Transactions. Additionally, we received revenues from AT&T, Comcast
and Cox of $475,000, $442,000 and $185,000 for wholesale connectivity and
access services and other miscellaneous services.

Certain Other Related Party Revenues Received During 1999. During 1999, we
received revenues under the following agreements entered into prior to 1999:

1. Master Distribution Agreement with AT&T, Comcast, Cox and
Cablevision--We recorded revenues in 1999 for services performed by us on
behalf of each of these cable partners under this agreement of $338,000
from AT&T and $855,000 from Comcast, and the revenues we recorded from Cox
and Cablevision were insignificant. We recorded expenses of approximately
$215,000 in 1999 in connection with AT&T's provision of support services
under this agreement.

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<PAGE>

2. Agreement with TCG--We recorded expenses of approximately $6.5
million in 1999 in connection with TCG's services under this agreement.

3. Set-top Device Agreement with AT&T--AT&T paid us approximately $8.1
million in 1999 under this agreement.

4. @Work Remote Agreement with AT&T, Comcast and Cox--AT&T, Comcast and
Cox paid us approximately $860,000, $270,000 and $270,000, respectively, in
1999 under this agreement.

5. @Work Internet Agreement with Cox--Cox paid us approximately $371,000
in 1999 under this agreement.

The terms of each of these agreements were described in our proxy statement
for our 1999 annual stockholders' meeting.

Agreements with our Executive Officers and Directors

Loan to Mark Stevens. In March 1999, Excite loaned $1,000,000 to Mark
Stevens, currently our Executive Vice President of Corporate and Business
Development. We assumed the right to repayment under this loan in connection
with our acquisition of Excite in May 1999. The loan bore interest at an
average annual rate of 4.66%. Mr. Stevens repaid the remaining amount due under
this loan in January 2000.

Loan to Byron Smith. As part of our employment offer letter dated January 4,
2000 to Mr. Smith, our Senior Vice President of Marketing, we agreed to extend
two loans of $150,000 each to assist Mr. Smith in the purchase of a home. Each
loan will be made pursuant to a full recourse promissory note, to be secured by
the home and the shares subject to Mr. Smith's stock options. The first loan
will have a term of four years, and one fourth of the principal amount and
accrued interest to date will be forgiven by us each year. The second loan will
have a term of five years, with the principal due on the fifth anniversary of
the loan or ninety days following the termination of Mr. Smith's employment
with us. We will forgive the interest on this second loan each year. If Mr.
Smith sells any of the shares subject to his stock options, all proceeds will
first be applied against all unpaid principal and interest under the second
loan. In addition, if Mr. Smith sells shares subject to his stock options after
voluntary termination of his employment with us or termination by us for cause,
proceeds will be applied against all unpaid principal and interest under both
loans. The loans will bear interest at a rate to be determined, and will be
available to Mr. Smith until January 4, 2001.

Indemnification agreements with directors and executive officers. We have
entered into indemnification agreements with certain of our directors and
executive officers, including some that began serving as directors or executive
officers within the past year. These agreements provide the maximum indemnity
available to them under Section 145 of the Delaware General Corporation Law and
under our bylaws, as well as certain additional procedural protections. These
agreements provide generally that we will advance expenses incurred by
directors and executive officers in any action or proceeding as to which they
may be indemnified, and require us to indemnify such individuals to the fullest
extent permitted by law.

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<PAGE>

STOCKHOLDER PROPOSALS

Stockholder proposals for inclusion in our proxy statement and form of proxy
relating to our 2001 annual meeting of stockholders must be received no later
than December 20, 2000. Stockholders wishing to bring a proposal before the
2001 annual meeting of stockholders (but not include it in the proxy materials
for this meeting) must provide written notice of such proposal to the Secretary
of Excite@Home at our principal executive offices no later than March 15, 2001.

AVAILABLE INFORMATION

We will provide, without charge, upon the request of each person to whom a
proxy statement is delivered, by first class mail within one business day of
receipt of such request, a copy of our 1999 annual report, our 1997 Equity
Incentive Plan and our 1997 Employee Stock Purchase Plan. Requests should be
directed to:

At Home Corporation
Investor Relations Department
450 Broadway Street
Redwood City, California 94063
(650) 556-5000

Our 1999 annual report on Form 10-K may also be obtained through the web
site maintained by the Securities and Exchange Commission at
http://www.sec.gov.

COMPLIANCE UNDER SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16 of the Exchange Act requires our directors and certain of our
officers, and persons who own more than 10% of our common stock, to file
initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission and the Nasdaq National Market. Such persons
are required by Securities and Exchange Commission regulation to furnish us
with copies of all Section 16(a) forms they file. Based solely on our review of
the copies of such forms furnished to us and written representations from these
officers and directors, we believe that all Section 16(a) filing requirements
were met during fiscal 1999, except that one transaction by Robert Lerner that
was required to be reported on a Form 4 in March 1999 was filed late.

OTHER BUSINESS

Our board of directors does not presently intend to bring any other business
before the meeting, and, so far as we know, no matters are to be brought before
the meeting except as specified in the notice of the meeting. As to any
business that may properly come before the meeting, however, it is intended
that proxies, in the form enclosed, will be voted in respect thereof in
accordance with the judgment of the persons voting such proxies.

Whether or not you plan to attend the meeting, please complete, date, sign
and promptly return the accompanying proxy in the enclosed postage-paid
envelope so that your shares will be represented at the meeting.

39
<PAGE>

ANNEX A

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
AT HOME CORPORATION
(a Delaware Corporation)

AT HOME CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), hereby certifies as follows:

FIRST. The name of the Corporation is At Home Corporation. The original
Certificate of Incorporation of the Corporation was filed on March 28, 1995. An
Amended and Restated Certificate of Incorporation was filed on August 29, 1995,
a Second Amended and Restated Certificate of Incorporation was filed on August
1, 1996, a Certificate of Retirement was filed on August 2, 1996, a Third
Amended and Restated Certificate of Incorporation was filed on August 14, 1996,
a Certificate of Amendment was filed on April 11, 1997, a Certificate of
Designation of Series C Convertible Participating Preferred Stock was filed on
April 11, 1997, a Certificate of Amendment was filed on July 15, 1997, a Fourth
Amended and Restated Certificate of Incorporation was filed on July 16, 1997, a
Certificate of Amendment was filed on July 9, 1998, a Fifth Amended and
Restated Certificate of Incorporation was filed on May 28, 1999, a Certificate
of Designation of Series A Non-Voting Preferred Stock was filed on December 13,
1999, a Certificate of Designation of Series B Non-Voting Preferred Stock was
filed on February 9, 2000, a Certificate of Designation of Series C Non-Voting
Preferred Stock was filed on February 9, 2000 and a Certificate of Correction
to the Certificate of Designation of Series B Non-Voting Preferred Stock was
filed on March 31, 2000. The name under which the Corporation was originally
incorporated is "at Home Corporation."

SECOND. Pursuant to Section 242(b) of the Delaware General Corporation Law
(the "DGCL") the Board of Directors of the Corporation has duly adopted, and a
majority of the outstanding stock entitled to vote thereon and a majority of
the outstanding stock of each class entitled to vote as a class has approved,
the amendments of the Certificate of Incorporation of the Corporation set forth
in this Certificate of Amendment.

THIRD. Pursuant to Section 242 of the DGCL, the text of the Fifth Amended
and Restated Certificate of Incorporation is hereby amended to read as set
forth below. The Certificates of Designation of the Series A, Series B and
Series C Non-Voting Preferred Stock filed subsequent to the filing of the Fifth
Amended and Restated Certificate of Incorporation are not amended hereby and
continue in full force and effect.

ARTICLE I

NAME

The name of the Corporation is At Home Corporation.

ARTICLE II

REGISTERED OFFICE

The address of the registered office of the Corporation in the State of
Delaware is One Rodney Square, 10th Floor, Tenth and King Streets, in the City
of Wilmington, County of New Castle, 19801. The name of its registered agent at
such address is RL&F Service Corp.
<PAGE>

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the DGCL.

ARTICLE IV

AUTHORIZED STOCK

The total number of shares of capital stock which the Corporation shall have
authority to issue is one billion, one hundred and nineteen million, six
hundred fifty thousand (1,119,650,000) shares, of which one billion, one
hundred ten million (1,110,000,000) shares shall be common stock with a par
value of $.01 per share ("Common Stock"), and nine million, six hundred fifty
thousand (9,650,000) shares shall be preferred stock with a par value of $.01
per share ("Preferred Stock"). Said shares of Common Stock and Preferred Stock
shall be divided into the following series:

(a) One billion (1,000,000,000) shares of Common Stock shall be of a
series designated as "Series A Common Stock";

(b) One hundred and ten million (110,000,000) shares of Common Stock
shall be of a series designated as "Series B Common Stock";

(c) Ten thousand six hundred and seventy three and five hundred forty
nine thousandths (10,673.549) shares of Preferred Stock have been
designated as Series A Non-Voting Convertible Preferred Stock ("Series A
Preferred Stock");

(d) One thousand and eight (1,008) shares of Preferred Stock have been
designated as Series B Non-Voting Convertible Preferred Stock ("Series B
Preferred Stock");

(e) One thousand two hundred and seventy nine (1,279) shares of
Preferred Stock have been designated as Series C Non-Voting Convertible
Preferred Stock ("Series C Preferred Stock"); and

(f) Nine million six hundred and thirty seven thousand and thirty nine
and four hundred fifty one thousandths (9,637,039.451) shares of Preferred
Stock are undesignated as to series and are issuable in accordance with the
provisions of Section C of this Article IV (the "Series Preferred Stock").

The description of the Common Stock and the Preferred Stock and the relative
rights, preferences, privileges and limitations thereof, or the method of
fixing and establishing the same, are as hereinafter in this Article IV set
forth:

SECTION A

DEFINITIONS

Unless the context otherwise requires, the terms defined in this Section A
shall have, for all purposes of this Certificate, the meanings herein
specified:

"Additional Directors" has the meaning set forth in Section A(2) of Article
V of this Certificate.

"Affiliate" means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries Controls, is
Controlled by, or is under common Control with such Person.

"AT&T" shall mean AT&T Corp., a New York corporation.

"AT&T Broadband" shall mean AT&T Broadband, LLC, a Delaware limited
liability company, but in the event of a Qualified Spin Off Transaction (as
defined in the Stockholders' Agreement) such terms shall mean the Spin Off
Parent (as defined in the Stockholders' Agreement) resulting from such
Qualified Spin Off Transaction.

A-2
<PAGE>

"Board" or "Board of Directors" shall mean the Board of Directors of the
Corporation and, unless the context indicates otherwise, shall also mean, to
the extent permitted by law, any committee thereof authorized, with respect to
any particular matter, to exercise the power of the Board of Directors of the
Corporation with respect to such matter.

"Business Day" shall mean any day other than a Saturday, Sunday or a day on
which banking institutions in New York, New York are not required to be open.

"Capital stock" shall mean any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or
interests in (however designated) corporate stock.

"Certificate" shall mean this Certificate of Incorporation of the
Corporation, as it may from time to time hereafter be amended or restated.

"Comcast Sub" shall mean Comcast PC Investments, Inc., a Delaware
corporation, and any Controlled Affiliate of Comcast Corporation to which
Company Securities are transferred in accordance with the terms of the
Stockholders' Agreement.

"Company Securities" has the meaning given to such term in the
Stockholders' Agreement.

"Common Stock" shall mean the Series A Common Stock and the Series B Common
Stock, collectively.

"Control" shall mean the direct or indirect power to direct the management
and policies of any Person, whether through the ownership of voting
securities, by contract, management agreement or otherwise.

"Controlled Affiliate" shall mean, as to any Person, any other Person which
is Controlled by such Person.

"Corporation" has the meaning set forth in the preamble to this
Certificate.

"Cox Sub" shall mean Cox @Home, Inc. a Delaware corporation, and any
Controlled Affiliate of Cox Communications, Inc. to which Company Securities
are transferred in accordance with the terms of the Stockholders' Agreement.

"DGCL" has the meaning set forth in the preamble to this Certificate.

"HSR Act and Rules" has the meaning set forth in Section B(7) of Article IV
of this Certificate.

"March 28 Equity Arrangements" shall mean (i) any warrants granted or to be
granted by the Corporation to AT&T, Comcast Corporation and Cox
Communications, Inc., and (ii) the share exchange between the Corporation and
AT&T, in each case pursuant to the letter agreement dated March 28, 2000 and
the term sheets attached thereto, among the Corporation, AT&T, Comcast
Corporation and Cox Communications, Inc.

"Outside Director" means any director of the Corporation who (i) is not an
officer (other than any Vice Chairman) of, or employed by, the Corporation or
its Subsidiaries and (ii) is not an Affiliate or Associate (as defined in Rule
405 under the Securities Act of 1933, as amended) of any of Cox Enterprises,
Inc., a Delaware corporation, Comcast Corporation or AT&T Broadband, LLC, or
any of their respective Controlled Affiliates (other than the Corporation or
its Subsidiaries).

"Person" shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization, government or agency or political subdivision
thereof, or other entity, whether acting in an individual, fiduciary or other
capacity.

"Preferred Stock" shall mean the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock and any other series of the
Series Preferred Stock, collectively.

A-3
<PAGE>

"Proceeding" has the meaning set forth in Section C(2) (a) of Article V of
this Certificate.

"Series A Common Stock" shall mean the Series A Common Stock, par value
$0.01 per share, of the Corporation.

"Series A Directors" has the meaning set forth in Section B(1)(b)(i) of
Article IV of this Certificate.

"Series A Preferred Stock" shall mean the Series A Preferred Stock par value
$0.01 per share, of the Corporation.

"Series B Common Stock" shall mean the Series B Common Stock, par value
$0.01 per share, of the Corporation.

"Series B Directors" has the meaning set forth in Section B(1)(b)(i) of
Article IV of this Certificate.

"Series B Preferred Stock" shall mean the Series B Preferred Stock par value
$0.01 per share, of the Corporation.

"Series C Preferred Stock" shall mean the Series C Preferred Stock par value
$0.01 per share, of the Corporation.

"Series Common Stock Directors" has the meaning set forth in Section
B(1)(b)(i) of Article IV of this Certificate.

"Series Preferred Stock" has the meaning set forth in clause (g) of Article
IV of this Certificate.

"Share Distribution" has the meaning set forth in Section B(4)(a) of Article
IV of this Certificate.

"Stockholders' Agreement" shall mean that certain Amended and Restated
Stockholders' Agreement, dated as of July 16, 1997, by and among the
Corporation, TCI Sub, Comcast Sub, Cox Sub, Kleiner, Perkins, Caufield & Byers
VII, KPCB Information Sciences Zaibatsu Fund II, James Clark and certain
Affiliates of such Persons, as amended from time to time.

"Subsidiary" of any Person shall mean (i) a corporation a majority of the
capital stock of which, having voting power under ordinary circumstances to
elect directors, is at the time, directly or indirectly, owned by such Person
and/or one or more Subsidiaries of such Person and (ii) any other Person (other
than a corporation) in which such Person and/or one or more Subsidiaries of
such Person, directly or indirectly, has (x) a majority ownership interest or
(y) the power to elect or direct the election of a majority of the members of
the governing body of such first-named Person.

"TCI Sub" shall mean TCI Internet Holdings, Inc., a Colorado corporation,
and any Controlled Affiliate of AT&T to which Company Securities are
transferred in accordance with the terms of the Stockholders' Agreement.

A-4
<PAGE>

SECTION B

COMMON STOCK

Each share of the Series A Common Stock and each share of the Series B
Common Stock shall, except as otherwise provided in this Section B, be
identical in all respects and shall have equal rights and privileges.

1. Voting Rights.

(a) General Voting Rights. Holders of Series A Common Stock shall be
entitled to one vote for each share of such stock held and holders of Series B
Common Stock shall be entitled to ten votes for each share of such stock held
on all matters presented to the holders of Common Stock of the Corporation.

Except as otherwise provided in this Certificate and except as may otherwise
be required by the DGCL or, with respect to any series of Series Preferred
Stock, in any resolution or resolutions providing for the establishment of such
series pursuant to authority vested in the Board of Directors by this
Certificate, the holders of shares of Series A Common Stock, the holders of
shares of Series B Common Stock and the holders of shares of each series of
Preferred Stock entitled to vote thereon, if any, shall vote as one class with
respect to the election of directors and with respect to all other matters to
be voted on by stockholders of the Corporation (including, without limitation,
any proposed amendment to this Certificate that would increase the number of
authorized shares of Series A Common Stock, of Series B Common Stock or of any
other class or series of stock or decrease the number of authorized shares of
any such class or series of stock (but not below the number of shares thereof
then outstanding)), and no separate vote or consent of the holders of shares of
Series A Common Stock, the holders of shares of Series B Common Stock or the
holders of shares of any series of Preferred Stock shall be required for the
approval of any such matter.

(b) Election of Series Common Stock Directors.

(i) So long as there are not fewer than 10,000,000 shares of Series B
Common Stock outstanding, the holders of Series B Common Stock, voting as a
single series, shall have the exclusive right, acting by written consent
given in accordance with paragraph 1(b)(vi) below or by vote at a meeting
called for that purpose, to elect the smallest number of directors which
constitutes a majority of the entire Board of Directors (such directors
elected by the holders of the Series B Common Stock are hereinafter
collectively referred to as the "Series B Directors").

In the event that the holders of Series B Common Stock are entitled to
elect any Series B Common Stock Director(s), then so long as there are any
shares of Series A Common Stock outstanding, the holders of Series A Common
Stock, voting as a single series, shall have the right, acting by written
consent given in accordance with paragraph 1(b)(vi) below or by vote at a
meeting called for that purpose, to elect two directors, each of whom must
qualify as an Outside Director (such directors elected by the holders of
the Series A Common Stock are hereinafter referred to as the "Series A
Directors," and together with the Series B Directors, the "Series Common
Stock Directors").

(ii) Each Series Common Stock Director shall hold such position until
the earliest of the next meeting or written consent of stockholders
entitled to vote on the election of said director, his resignation or his
removal.

(iii) At any meeting of stockholders having as a purpose the election of
directors by holders of the Series A Common Stock and/or holders of the
Series B Common Stock, as the case may be, the presence, in person or by
proxy, of the holders of a majority of the voting power of the Series A
Common Stock then outstanding shall be required and be sufficient to
constitute a quorum for the election of the Series A Directors, and the
presence, in person or by proxy, of the holders of a majority of the voting
power of the Series B Common Stock then outstanding shall be required and
be sufficient to constitute a quorum for the election of the Series B
Directors. Each Series A Director to be elected at such meeting shall be
elected by

A-5
<PAGE>

a plurality of the votes of the shares of the holders of Series A Common
Stock present in person or represented by proxy at such meeting and
entitled to vote in the election of Series A Directors or by written
consent of the holders of such shares given in accordance with paragraph
1(b)(vi) below. Each Series B Director to be elected at such meeting shall
be elected by a plurality of the votes of the shares of holders of Series B
Common Stock present in person or represented by proxy at such meeting and
entitled to vote in the election of Series B Directors or by written
consent of the holders of such shares given in accordance with paragraph
1(b)(vi) below.

At any such meeting or adjournment thereof, (i) the absence of a quorum
of such holders of shares of the Series A Common Stock or the Series B
Common Stock, as the case may be, shall not prevent the election of the
directors to be elected by the holders of shares other than the series of
Common Stock the holders of which do not constitute a quorum for such
election at such meeting, and the absence of a quorum of holders of shares
other than the Series A Common Stock or the Series B Common Stock shall not
prevent the election of the directors to be elected by the holders of the
Series A Common Stock or the Series B Common Stock, as the case may be, and
(ii) in the absence of a quorum of holders of (x) shares of the Series A
Common Stock or Series B Common Stock, (y) shares other than the Series A
Common Stock or Series B Common Stock, or (z) shares of all such classes
and series, holders of a majority of the shares, present in person or by
proxy, of each class or series of stock which lack a quorum shall have
power to adjourn the meeting for the election of directors which such class
or series is entitled to elect, from time to time, without notice (subject
to applicable law) other than announcement at the meeting, until a quorum
shall be present.

(iv) Except as provided in paragraph 1(b)(v) below, any vacancy in the
office of a Series Common Stock Director occurring during the effectiveness
of the applicable provisions of paragraph 1(b)(i) above shall be filled
solely by the holders of the series of Common Stock entitled to vote for
such Series Common Stock Director by vote of such holders as provided in
paragraph 1(b)(iii) above at a meeting called for such purpose or by
written consent of such holders given in accordance with paragraph 1(b)(vi)
below.

(v) A Series Common Stock Director may be removed without cause by the
vote or by written consent of the holders of a majority of the outstanding
shares of Series A Common Stock or Series B Common Stock, as the case may
be, which elected such Series Common Stock Director. Any vacancy in the
office of a Series Common Stock Director shall be filled by the affirmative
vote of the holders of a majority of the outstanding shares of the
applicable series of Common Stock entitled to elect the Series Common Stock
Director so removed at a meeting, which may be the same meeting at which
the removal of such Series Common Stock Director was voted upon, or by
written consent of the holders of such series of Common Stock given in
accordance with paragraph 1(b)(vi) below; provided, however, that if there
is a vacancy in the office of one of the two Series A Directors, the
remaining Series A Director shall have the power to fill the vacancy. Any
director elected to fill a vacancy shall serve the same remaining term as
that of his or her predecessor and until his or her successor has been
chosen and has qualified.

(vi) With respect to actions by the holders of the Series A Common Stock
or Series B Common Stock upon those matters on which such holders are each
entitled to vote separately as a separate series, such actions may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares of Series A Common Stock or Series B
Common Stock, as the case may be, having not less than the minimum number
of votes that would be necessary to authorize or take such action at a
meeting at which all shares of such series of Series A Common Stock or
Series B Common Stock entitled to vote thereon were present and voted, and
shall be delivered to the Corporation as provided in the DGCL. Notice shall
be given in accordance with the applicable provisions of the DGCL of the
taking of corporate action without a meeting by less than unanimous written
consent.

(vii) The right of the holders of any series of Common Stock to elect
Series Common Stock Directors shall be in addition to their right to vote,
together as a single class with the holders of the Series A

A-6
<PAGE>

Common Stock, Series B Common Stock and any series of Preferred Stock so
entitled to vote, acting by written consent or by vote at a meeting called
for the purpose of election of directors, in the election of all Additional
Directors.

2. Conversion Rights.

(a) General; Mechanics of Conversion. Each share of Series B Common Stock
shall be convertible at any time, at the option of the holder thereof, into one
share of Series A Common Stock.

(i) Any such conversion of Series B Common Stock may be effected by any
holder of shares of Series B Common Stock by surrendering such holder's
certificate or certificates for the shares of such stock, duly endorsed, at
the office of the Corporation or any transfer agent for the Series B Common
Stock, together with a written notice to the Corporation at such office
that such holder elects to convert all or a specified number of shares of
such Series B Common Stock represented by such certificate and stating the
name or names in which such holder desires the certificate or certificates
for Series A Common Stock to be issued.

(ii) If so required by the Corporation, any certificate for shares
surrendered for conversion shall be accompanied by instruments of transfer,
in form satisfactory to the Corporation, duly executed by the holder of
such shares or the duly authorized representative of such holder. Promptly
thereafter, the Corporation shall issue and deliver to such holder or such
holder's nominee or nominees, a certificate or certificates for the number
of shares of Series A Common Stock to which such holder shall be entitled
as herein provided (provided that the Corporation will use commercially
reasonable efforts to make such delivery within two Business Days after
receipt of the certificate or certificates, notice, and if required,
instruments of transfer referred to above). Such conversion shall be deemed
to have been made at the close of business on the date of receipt by the
Corporation or any such transfer agent of the certificate or certificates,
notice and, if required, instruments of transfer referred to above, and the
Person or Persons entitled to receive the Series A Common Stock issuable on
such conversion shall be treated for all purposes as the record holder or
holders of such Series A Common Stock on that date; provided, however, that
the conversion may, at the option of any holder surrendering Series B
Common Stock for conversion, be conditioned upon notice by such holder to
the Corporation of the occurrence of any specified event.

(b) Reservation of Shares. A number of shares of Series A Common Stock equal
to the number of shares of Series A Common Stock that would be outstanding upon
conversion of all shares of Series B Common Stock outstanding from time to
time, shall be set aside and reserved for issuance upon conversion of shares of
Series B Common Stock.

(c) No Reissuance. Shares of Series B Common Stock that have been converted
hereunder shall be retired and shall not be reissued. Shares of Series A Common
Stock shall not be convertible into shares of any other series or class.

3. Dividends. Dividends shall be payable only if, as and when declared by
the Board of Directors out of the assets of the Corporation legally available
therefor. Subject to paragraph 4 of this Section B, whenever a dividend is paid
to the holders of one series of Common Stock, the Corporation shall also pay to
the holders of all other series of Common Stock a dividend per share equal to
the dividend per share paid to the holders of such first series of Common
Stock.

4. Share Distributions.

(a) General. The Corporation may declare and pay a distribution consisting
of shares of Common Stock or any other securities of the Corporation or any
other Person (hereinafter sometimes called a "share distribution") to holders
of the Common Stock only in accordance with the provisions of this paragraph 4
of this Section B of this Article IV.

A-7
<PAGE>

(b) Distributions. If at any time a share distribution is to be made with
respect to the Series A Common Stock or Series B Common Stock, such share
distribution may be declared and paid only as follows:

(i) a share distribution consisting of shares of Series A Common Stock
(or any securities of the Corporation that are convertible into, or
exercisable or exchangeable for, or evidence the right to purchase shares
of Series A Common Stock) to holders of Series A Common Stock and Series B
Common Stock, on an equal per share basis; or consisting of shares of
Series A Common Stock (or securities of the Corporation that are
convertible into, or exercisable or exchangeable for, or evidence the right
to purchase shares of Series A Common Stock) to holders of Series A Common
Stock and, on an equal per share basis, shares of Series B Common Stock (or
securities of the Corporation that are convertible into, or exercisable or
exchangeable for, or evidence the right to purchase shares of Series B
Common Stock) to holders of Series B Common Stock; or

(ii) a share distribution consisting of any class or series of
securities of the Corporation or any other Person other than as described
in paragraph 4(b)(i) above, on the basis of a distribution of identical
securities, on an equal per share basis, to holders of Series A Common
Stock and Series B Common Stock or on the basis of a distribution of
different classes or series of securities to holders of Series A Common
Stock and Series B Common Stock; provided, however, that (x) the securities
so distributed (and, if applicable, the securities into which the
distributed securities are convertible, or for which they are exercisable
or exchangeable, or which the distributed securities evidence the right to
purchase) do not differ in any respect other than their relative voting
rights and related differences in designation, conversion and share
distribution provisions, (y) such rights and provisions shall not differ to
a greater extent than the corresponding differences in voting rights,
designation, conversion and share distribution provisions among the Series
A Common Stock and the Series B Common Stock and (z) in each case such
distribution is otherwise made on an equal per share basis.

(c) Reclassifications. The Corporation shall not reclassify, subdivide or
combine any series of Common Stock without reclassifying, subdividing or
combining all other series of Common Stock, on an equal per share basis.

5. Liquidation and Dissolution. In the event of a liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary, after
payment or provision for payment of the debts and other liabilities of the
Corporation and subject to the prior payment in full of the preferential
amounts (including any accumulated and unpaid dividends) to which any series of
Preferred Stock is entitled, the holders of Series A Common Stock, the holders
of Series B Common Stock and the holders of any class or series of Preferred
Stock entitled to participate in such distribution shall share equally, on a
share for share basis (on an as converted into Common Stock basis with respect
to any shares of Preferred Stock which are convertible into Common Stock,
unless the designations, preferences, rights and qualifications, limitations or
restrictions of such Preferred Stock provide otherwise), in the assets of the
Corporation remaining for distribution to holders of Common Stock. Neither the
consolidation or merger of the Corporation with or into any other Person or
Persons nor the sale, transfer or lease of all or substantially all of the
assets of the Corporation shall itself be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this
paragraph 5 of Section B of Article IV.

6. Limitation on Issuance of Series B Common Stock. Except (i) for the
shares of Series B Common Stock to be issued pursuant to the March 28 Equity
Arrangements and (ii) as approved by the stockholders of the Corporation
entitled to vote as described in paragraph 1(a) of Section B of this Article
IV, no shares of Series B Common Stock shall be issued except pursuant to
paragraph 4 of Section B of this Article IV.

7. Regulatory Matters. If any shares of Series A Common Stock which would be
issuable upon conversion of shares of Series B Common Stock require
registration with or approval of any governmental authority before such shares
may be issued upon conversion, the Corporation will in good faith and as
expeditiously as possible cause such shares to be duly registered or approved,
as the case may be. Without limiting the foregoing, if the

A-8
<PAGE>

conversion of such shares shall be subject to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations promulgated
thereunder (the "HSR Act and Rules"), the Corporation shall promptly comply
with any applicable filing or notice requirements under the HSR Act and Rules
and use its reasonable commercial efforts to furnish the information required
in connection therewith to the Federal Trade Commission and the Antitrust
Division of the Department of Justice. If applicable, the Corporation shall use
its reasonable commercial efforts to list the shares of Series A Common Stock
issuable upon conversion of the Series B Common Stock, in each case prior to
delivery of such shares of Series A Common Stock upon such conversion, on the
principal national securities exchange (including, but not limited to, the
Nasdaq National Market) on which such shares are listed at the time of such
delivery.

SECTION C

SERIES PREFERRED STOCK

The Series Preferred Stock may be issued, from time to time, in one or more
series, with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in a resolution or
resolutions providing for the issue of such series adopted by the Board of
Directors. The Board of Directors, in such resolution or resolutions (a copy of
which shall be filed and recorded as required by law), is also expressly
authorized to fix:

(i) the distinctive serial designations and the division of such shares
into series and the number of shares of a particular series, which may be
increased or decreased, but not below the number of shares thereof then
outstanding, by a certificate made, signed, filed and recorded as required
by law;

(ii) the dividend rate or amounts, if any, for the particular series,
the date or dates from which dividends on all shares of such series shall
be cumulative, if dividends on stock of the particular series shall be
cumulative and the relative rights of priority, if any, or participation,
if any, with respect to payment of dividends on shares of that series;

(iii) the rights of the shares of each series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation,
and the relative rights of priority, if any, of payment of shares of each
series;

(iv) the right, if any, of the holders of a particular series to convert
or exchange such stock into or for other classes or series of a class of
stock or indebtedness of the Corporation, and the terms and conditions of
such conversion or exchange, including provision for the adjustment of the
conversion or exchange rate in such events as the Board of Directors shall
determine; provided, however, that no series of Series Preferred Stock
shall have the right to convert into Series B Common Stock;

(v) the voting rights, if any, of the holders of a particular series;

(vi) the terms and conditions, if any, for the Corporation to purchase
or redeem shares of a particular series; and

(vii) any other relative rights, powers, preferences and limitations of
a particular series of the Series Preferred Stock.

The Board of Directors is authorized to exercise its authority with respect
to fixing and designating various series of the Series Preferred Stock and
determining the relative rights, powers and preferences thereof to the full
extent permitted by applicable law, subject to any stockholder vote that may be
required by this Certificate.

All shares of any one series of the Series Preferred Stock shall be alike in
every particular. Except to the extent otherwise provided in the resolution or
resolutions providing for the issue of any series of Series
Preferred Stock, the holders of shares of such series shall have no voting
rights except as may be required by

A-9
<PAGE>

the laws of the State of Delaware. Further, unless otherwise expressly provided
in the Certificate of Designation for a series of Series Preferred Stock, no
consent or vote of the holders of shares of Series Preferred Stock or any
series thereof shall be required for any amendment to this Certificate that
would increase the number of authorized shares of Series Preferred Stock or the
number of authorized shares of any series thereof or decrease the number of
authorized shares of Series Preferred Stock or the number of authorized shares
of any series thereof (but not below the number of shares of Series Preferred
Stock or of such series, as the case may be, then outstanding).

Except as may be provided by the Board of Directors in a Certificate of
Designation or by law, shares of any series of Series Preferred Stock that have
been redeemed (whether through the operation of a sinking fund or otherwise) or
purchased by the Corporation, or which, if convertible or exchangeable, have
been converted into or exchanged for shares of stock of any other class or
classes shall be retired and shall not be reissued.

ARTICLE V

DIRECTORS

SECTION A
NUMBER AND DESIGNATION

The governing body of the Corporation shall be a Board of Directors. So long
as there are not fewer than 10,000,000 shares of Series B Common Stock
outstanding, the Board of Directors shall consist of no fewer than seven (7)
and no more than seventeen (17) directors, with the exact number of directors
constituting the entire Board of Directors to be specified from time to time in
accordance with this Certificate by action of the Board of Directors. If the
number of shares of Series B Common Stock outstanding falls below 10,000,000,
the minimum number of directors shall be three (3).

1. Series Common Stock Directors. The Series Common Stock Directors shall be
elected by the holders of the applicable series of Common Stock, subject to,
and in the manner provided in, Article IV of this Certificate.

2. Additional Directors. At any meeting of stockholders having as a purpose
the election of directors, to the extent that the total number of directors
constituting the entire Board exceeds the number of Series Common Stock
Directors, any additional directors (the "Additional Directors") shall be
elected by the holders of the Common Stock and, if so fixed by the resolution
or resolutions of the Board of Directors creating, designating and establishing
such series of Series Preferred Stock, the holders of voting shares of Series
Preferred Stock, subject to, and in the manner provided in, Article IV of this
Certificate.

SECTION B

BOARD ACTIONS

1. Vote Required for Actions of the Board or Committees of the Board.

Except as otherwise provided by law or this Certificate, any action or
approval by the Board of Directors or any committee thereof shall be deemed
taken or given by the approval of such action or matter by a majority of the
members of the Board of Directors or committee present at a meeting at which a
quorum of the Board of Directors or committee, as the case may be, is present
or a written consent to such action executed by all the members of the Board of
Directors or committee, respectively.

A-10
<PAGE>

SECTION C
LIMITATION ON LIABILITY AND INDEMNIFICATION

1. Limitation On Liability. To the fullest extent permitted by the DGCL as
the same exists or may hereafter be amended, a director of the Corporation
shall not be liable to the Corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director. Any repeal or modification
of this paragraph 1 shall be prospective only and shall not adversely affect
any limitation, right or protection of a director of the Corporation existing
at the time of such repeal or modification.

2. Indemnification.

(a) Right to Indemnification. The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any Person who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding") by reason of the fact that he, or a Person for whom he is the
legal representative, is or was a director or officer of the Corporation or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint
venture, trust, enterprise or nonprofit entity, including service with
respect to employee benefit plans, against all liability and loss suffered
and expenses (including attorneys' fees) reasonably incurred by such
Person. Such right of indemnification shall inure whether or not the claim
asserted is based on matters which antedate the adoption of this Section C.
The Corporation shall be required to indemnify a Person in connection with
a proceeding (or part thereof) initiated by such Person only if the
proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

(b) Prepayment of Expenses. The Corporation shall pay the expenses
(including attorneys' fees) incurred in defending any proceeding in advance
of its final disposition; provided, however, that the payment of expenses
incurred by a director or officer in advance of the final disposition of
the proceeding shall be made only upon receipt of an undertaking by the
director or officer to repay all amounts advanced if it should be
ultimately determined that the director or officer is not entitled to be
indemnified under this paragraph or otherwise.

(c) Claims. If a claim for indemnification or payment of expenses under
this paragraph is not paid in full within 60 days after a written claim
therefor has been received by the Corporation, the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or
in part, shall be entitled to be paid the expense of prosecuting such
claim. In any such action the Corporation shall have the burden of proving
that the claimant was not entitled to the requested indemnification or
payment of expenses under applicable law.

(d) Non-Exclusivity of Rights. The rights conferred on any Person by
this paragraph shall not be exclusive of any other rights which such Person
may or hereafter acquire under any statute, provision of this Certificate,
the Bylaws of the Corporation, agreement, vote of stockholders or
disinterested directors or otherwise.

(e) Other Indemnification. The Corporation's obligation, if any, to
indemnify any Person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust, enterprise or nonprofit entity shall be reduced by any
amount such Person may collect as indemnification from such other
corporation, partnership, joint venture, trust, enterprise or nonprofit
entity.

3. Amendment or Repeal. Any repeal or modification of the foregoing
provisions of this Section C shall not adversely affect any right or protection
hereunder of any Person in respect of any act or omission occurring prior to
the time of such repeal or modification.

A-11
<PAGE>

SECTION D

AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred by the laws of
the State of Delaware, the Board of Directors, by action taken in accordance
with the provisions of the Bylaws of the Corporation is hereby expressly
authorized and empowered to adopt, amend or repeal any provision of the Bylaws
of the Corporation.

ARTICLE VI

TERM

The term of existence of the Corporation shall be perpetual.

ARTICLE VII

STOCK NOT ASSESSABLE

The capital stock of the Corporation shall not be assessable. It shall be
issued as fully paid, and the private property of the stockholders shall not be
liable for the debts, obligations or liabilities of the Corporation. This
Certificate shall not be subject to amendment in this respect.

ARTICLE VIII

DGCL SECTION 203

The Corporation shall not be governed by Section 203 of the DGCL.

IN WITNESS WHEREOF, said corporation has caused this Certificate of
Amendment of Certificate of Incorporation of At Home Corporation to be executed
and attested by its duly authorized officers on this day of , 2000.

AT HOME CORPORATION

By: _________________________________
Name: George Bell

Title: President and Chief
Executive Officer

Attest: ___________________________

Name: Mark Stevens
Title: Secretary

A-12
<PAGE>

1662-PS-00
<PAGE>

PROXY CONFIDENTIAL,
AT HOME CORPORATION FOR USE OF
450 BROADWAY STREET COMMISSION
REDWOOD CITY, CA 94063 ONLY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints George Bell and Kenneth A. Goldman, or either of
them, as proxies each with full powers of substitution, and hereby authorizes
them to represent and to vote, as designated below, all shares of common stock
of At Home Corporation ("Excite@Home") held of record by the undersigned on
April 28, 2000, at the annual meeting of stockholders of Excite@Home to be held
on June 20, 2000, and at any adjournment or postponement thereof.

This proxy, when properly executed and returned in a timely manner, will be
voted at this annual meeting and any adjournment or postponement thereof in the
manner described herein. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE
VOTED "FOR" EACH OF THE PROPOSALS AND IN THEIR DISCRETION ON ANY OTHER BUSINESS
MATTERS OR PROPOSALS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.

See reverse side. If you wish to vote in accordance with the Board of Directors'
recommendations, just sign on the reverse side. You need not mark any boxes.

CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE

This proxy is solicited on behalf of the Please mark [X]
Board of Directors of Excite@Home. The Board your votes as
of Directors unanimously recommends that you indicated in
vote "FOR" each of the proposals. this example.
CONFIDENTIAL, FOR USE
OF COMMISSION ONLY

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY BY USING THE
ENCLOSED ENVELOPE.

1. Amendment of Excite@Home's fifth amended
and restated certificate of incorporation
to:

FOR AGAINST ABSTAIN
i. increase the authorized number of [_] [_] [_]
shares of Series B common stock from
30,800,000 to 110,000,000,to provide
for shares of Series B common stock
to be issued to AT&T in exchange for
shares of Series A common stock and
upon exercise of warrants issued or
to be issued to AT&T, and create an
exception to the restriction against
issuing shares of Series B common
stock to provide for these issuances;

FOR AGAINST ABSTAIN
ii. increase the authorized number of [_] [_] [_]
shares of Series A common stock from
683,700,000 to 1,000,000,000;

FOR AGAINST ABSTAIN
iii. eliminate the authorized shares of [_] [_] [_]
Series K common stock;

FOR AGAINST ABSTAIN
iv. provide that holders of shares of [_] [_] [_]
Series B common stock, voting
together as a separate series, will
be entitled to elect a majority of
the board of directors;

FOR AGAINST ABSTAIN
v. change the minimum number of [_] [_] [_]
directors such that, so long as
there are at least 10 million shares
of Series B common stock outstanding,
the minimum number of directors will
be 7, and otherwise that the minimum
number of directors will be 3;

FOR AGAINST ABSTAIN
vi. eliminate all supermajority and [_] [_] [_]
unanimous board voting requirements
and special voting requirements for
related party transactions, and
instead provide that all board
actions be approved by the vote of
a majority of the board or the vote
of a majority of the relevant
committee of the board; and

FOR AGAINST ABSTAIN
vii. eliminate the .Com committee of the [_] [_] [_]
board, which is comprised of our
Chief Executive Officer and certain
other directors not affiliated with
our principal cable partners, and
which was empowered to review and
approve connectivity and promotional
agreements between us and our
principal cable partners but has
never been called upon to do so.

The approval of the proposed amendment to our certificate of incorporation is
conditioned upon the approval of each item of the amendment set forth in this
Proposal 1.

FOR AGAINST ABSTAIN
2. Election of the following nominees to the [_] [_] [_]
Excite@Home Board of Directors:

SERIES A DIRECTORS SERIES B DIRECTORS ADDITIONAL DIRECTORS
------------------ ------------------ --------------------
Edward S. Rogers C. Michael Armstrong George Bell
William R. Hearst, III John C. Petrillo Mohan Gyani
Brian L. Roberts Thomas A. Jermoluk
Daniel E. Somers Richard Roscitt
David M. Woodrow

FOR AGAINST ABSTAIN
3. Amendment of Excite@Home's 1997 Equity [_] [_] [_]
Incentive Plan to increase the number of
shares of Series A common stock reserved
for issuance under this plan by 40,000,000
shares.

FOR AGAINST ABSTAIN
4. Amendment of Excite@Home's 1997 Employee [_] [_] [_]
Stock Purchase Plan to increase the number
Of shares of Series A common stock reserved
for issuance under this plan by 3,000,000
shares.
<PAGE>

FOR AGAINST ABSTAIN
5. Ratification of the appointment of Ernst & [_] [_] [_]
Young LLP as Excite@Home's independent
auditors for 2000.

Signature(s) Date: , 2000
- ------------------------------------------------------------- _____

This proxy must be signed exactly as your name appears hereon. When shares are
held by joint tenants, both should sign. Attorneys, executors, administrators,
trustees and guardians should indicate their capacities. If the signer is a
corporation, please print full corporate name and indicate capacity of the duly
authorized officer executing on behalf of the corporation. If the signer is a
partnership, please print full partnership name and indicate capacity of duly
authorized officer executing on behalf of the partnership.

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>

DOCUMENTS NOT INCLUDED AS PART OF THE REGISTRANT'S PROXY STATEMENT

AT HOME CORPORATION

1997 EQUITY INCENTIVE PLAN

As Adopted May 15, 1997 and
Amended March 18, 1998, April 16, 1999
and April 18, 2000

1. PURPOSE. The purpose of this Plan is to provide incentives to attract,
-------
retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company, its Parent and Subsidiaries, by
offering them an opportunity to participate in the Company's future performance
through awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms
not defined in the text are defined in Section 23.

2. SHARES SUBJECT TO THE PLAN.
--------------------------

2.1 Number of Shares Available. Subject to Sections 2.2 and 18, the
--------------------------
total number of Shares reserved and available for grant and issuance pursuant to
this Plan will be 106,900,000 Shares*, less: (a) the total number of Shares
issued by the Company under (i) restricted stock purchase agreements entered
into prior to the Effective Date of this Plan with employees, officers,
directors, consultants, independent contractors or advisors of the Company and
(ii) the Company's 1996 Incentive Stock Option Plan or 1996 Incentive Stock
Option Plan No. 2 (the "Prior Plans") pursuant to the exercise of options
granted on or before the Effective Date; and (b) Shares that are issuable as
of the Effective Date upon exercise of options granted under the Prior Plans.

Subject to Sections 2.2 and 18 hereof, Shares that: (a) are subject to
issuance upon exercise of an option granted under the Prior Plans or under this
Plan that cease to be subject to such option for any reason other than exercise
of such option; (b) are subject to an award granted under restricted stock
purchase agreements entered into prior to the Effective Date of this Plan with
employees, officers, directors, consultants, independent contractors or advisors
of the Company, the Prior Plans, or this Plan, that are forfeited or are
repurchased by the Company at the original issue price; or (c) are subject to
any other award granted under the Prior Plans or under this Plan that otherwise
terminates without Shares being issued, will again be available for grant and
issuance in connection with future Awards under this Plan.

At all times the Company shall reserve and keep available a sufficient
number of Shares as shall be required to satisfy the requirements of all
outstanding Options granted under this Plan and all other outstanding but
unvested Awards granted under this Plan.

The sum of (a) Restricted Stock Awards, (b) Stock Bonus Awards, or (c)
Options with a Purchase Price or Exercise Price, as the case may be, below Fair
Market Value issued under this Plan may not exceed 20% of the total number of
Shares reserved for grant and issuance pursuant to this Plan as of any date.

2.2 Adjustment of Shares. In the event that the number of outstanding
--------------------
Shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration, then (a) the number of
Shares reserved for issuance under this Plan, (b) the Exercise Prices of and
number of Shares subject to outstanding Options, and (c) the number of Shares
subject to other outstanding Awards will be proportionately adjusted, subject to
any required action by the Board or the stockholders of the Company and
compliance with applicable securities laws; provided, however, that fractions of
-------- -------
a Share will not be issued but will either be replaced
- ------------------------------
* Reflects an increase of 40,000,000 shares on April 18, 2000
<PAGE>

At Home Corporation
1997 Equity Incentive Plan

by a cash payment equal to the Fair Market Value of such fraction of a Share or
will be rounded up to the nearest whole Share, as determined by the Committee.

3. ELIGIBILITY. ISOs (as defined in Section 5 below) may be granted only to
-----------
employees (including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company. All other Awards may be
granted to employees, officers, directors, consultants, independent contractors
and advisors of the Company or any Parent or Subsidiary of the Company; provided
such consultants, contractors and advisors render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction. No person will be eligible to receive more than 1,000,000 Shares in
any calendar year under this Plan pursuant to the grant of Awards hereunder,
other than new employees of the Company or of a Parent or Subsidiary of the
Company (including new employees who are also officers and directors of the
Company or any Parent or Subsidiary of the Company) who are eligible to receive
up to a maximum of 2,000,000 Shares in the calendar year in which they commence
their employment. A person may be granted more than one Award under this Plan.

4. ADMINISTRATION.
--------------

4.1 Committee Authority. This Plan will be administered by the Committee
-------------------
or by the Board acting as the Committee. Subject to the general purposes, terms
and conditions of this Plan, and to the direction of the Board, the Committee
will have full power to implement and carry out this Plan. Without limitation,
the Committee will have the authority to:

(a) construe and interpret this Plan, any Award Agreement and any other
agreement or document executed pursuant to this Plan;

(b) prescribe, amend and rescind rules and regulations relating to this
Plan or any Award;

(d) determine the form and terms of Awards;

(e) determine the number of Shares or other consideration subject to
Awards;

(f) determine whether Awards will be granted singly, in combination with,
in tandem with, in replacement of, or as alternatives to, other Awards
under this Plan or any other incentive or compensation plan of the
Company or any Parent or Subsidiary of the Company;

(g) grant waivers of Plan or Award conditions;

(h) determine the vesting, exercisability and payment of Awards;

(i) correct any defect, supply any omission or reconcile any inconsistency
in this Plan, any Award or any Award Agreement;

(j) determine whether an Award has been earned; and

(k) make all other determinations necessary or advisable for the
administration of this Plan.

4.2 Committee Discretion. Any determination made by the Committee with
--------------------
respect to any Award will be made in its sole discretion at the time of grant of
the Award or, unless in contravention of any express term of this Plan or Award,
at any later time, and such determination will be final and binding on the
Company and on all persons having an interest in any Award under this Plan. The
Committee may delegate to one or more officers of the Company the authority to
grant an Award under this Plan to Participants who are not Insiders of the
Company.

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At Home Corporation
1997 Equity Incentive Plan

5. OPTIONS. The Committee may grant Options to eligible persons and will
-------
determine whether such Options will be Incentive Stock Options within the
meaning of the Code ("ISO") or Nonqualified Stock Options ("NQSOs"), the number
of Shares subject to the Option, the Exercise Price of the Option, the period
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following:

5.1 Form of Option Grant. Each Option granted under this Plan will be
--------------------
evidenced by an Award Agreement which will expressly identify the Option as an
ISO or an NQSO ("Stock Option Agreement"), and will be in such form and contain
such provisions (which need not be the same for each Participant) as the
Committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan.

5.2 Date of Grant. The date of grant of an Option will be the date on
-------------
which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.

5.3 Exercise Period. Options may be exercisable within the times or upon
---------------
the events determined by the Committee as set forth in the Stock Option
Agreement governing such Option; provided, however, that no Option will be
-------- -------
exercisable after the expiration of ten (10) years from the date the Option is
granted; and provided further that no ISO granted to a person who directly or by
-------- -------
attribution owns more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any Parent or Subsidiary of the
Company ("Ten Percent Stockholder") will be exercisable after the expiration of
five (5) years from the date the ISO is granted. The Committee also may provide
for Options to become exercisable at one time or from time to time, periodically
or otherwise, in such number of Shares or percentage of Shares as the Committee
determines.

5.4 Exercise Price. The Exercise Price of an Option will be determined
--------------
by the Committee when the Option is granted and may be not less than 85% of the
Fair Market Value of the Shares on the date of grant; provided that: (i) the
Exercise Price of an ISO will be not less than 100% of the Fair Market Value of
the Shares on the date of grant; and (ii) the Exercise Price of any ISO granted
to a Ten Percent Stockholder will not be less than 110% of the Fair Market Value
of the Shares on the date of grant. Payment for the Shares purchased may be made
in accordance with Section 8 of this Plan.

5.5 Method of Exercise. Options may be exercised only by delivery to the
------------------
Company of a written stock option exercise agreement (the "Exercise Agreement")
in a form approved by the Committee (which need not be the same for each
Participant), stating the number of Shares being purchased, the restrictions
imposed on the Shares purchased under such Exercise Agreement, if any, and such
representations and agreements regarding Participant's investment intent and
access to information and other matters, if any, as may be required or desirable
by the Company to comply with applicable securities laws, together with payment
in full of the Exercise Price for the number of Shares being purchased.

5.6 Termination. Notwithstanding the exercise periods set forth in the
-----------
Stock Option Agreement, exercise of an Option will always be subject to the
following:

(a) If the Participant is Terminated for any reason except death or
Disability, then the Participant may exercise such Participant's Options
only to the extent that such Options would have been exercisable upon the
Termination Date no later than three (3) months after the Termination
Date (or such shorter or longer time period not exceeding five (5) years
as may be determined by the Committee, with any exercise beyond three (3)
months after the Termination Date deemed to be an NQSO), but in any
event, no later than the expiration date of the Options.

(b) If the Participant is Terminated because of Participant's death or
Disability (or the Participant dies within three (3) months after a
Termination other than because of

3
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At Home Corporation
1997 Equity Incentive Plan

Participant's death or disability), then Participant's Options may be
exercised only to the extent that such Options would have been
exercisable by Participant on the Termination Date and must be
exercised by Participant (or Participant's legal representative or
authorized assignee) no later than twelve (12) months after the
Termination Date (or such shorter or longer time period not exceeding
five (5) years as may be determined by the Committee, with any such
exercise beyond (a) three (3) months after the Termination Date when
the Termination is for any reason other than the Participant's death
or Disability, or (b) twelve (12) months after the Termination Date
when the Termination is for Participant's death or Disability, deemed
to be an NQSO), but in any event no later than the expiration date of
the Options.

(c) If a Participant is terminated for Cause, then the Participant may
exercise such Participant Options only to the extent that such Options
would have been exercisable upon the Termination Date no later than
one (1) month after the Termination Date (or such shorter period as
may be determined by the Committee), but in any event, no later than
the expiration date of the Options. In making such determination, the
Board shall give the Participant an opportunity to present to the
Board evidence on his behalf. For the purpose of this paragraph,
termination of service shall be deemed to occur on the date when the
Company dispatches notice or advice to the Participant that his
service is terminated.

5.7 Limitations on Exercise. The Committee may specify a reasonable
-----------------------
minimum number of Shares that may be purchased on any exercise of an Option,
provided that such minimum number will not prevent Participant from exercising
the Option for the full number of Shares for which it is then exercisable.

5.8 Limitations on ISO. The aggregate Fair Market Value (determined
------------------
as of the date of grant) of Shares with respect to which ISO are exercisable for
the first time by a Participant during any calendar year (under this Plan or
under any other incentive stock option plan of the Company, Parent or Subsidiary
of the Company) will not exceed $100,000. If the Fair Market Value of Shares on
the date of grant with respect to which ISO are exercisable for the first time
by a Participant during any calendar year exceeds $100,000, then the Options for
the first $100,000 worth of Shares to become exercisable in such calendar year
will be ISO and the Options for the amount in excess of $100,000 that become
exercisable in that calendar year will be NQSOs. In the event that the Code or
the regulations promulgated thereunder are amended after the Effective Date of
this Plan to provide for a different limit on the Fair Market Value of Shares
permitted to be subject to ISO, such different limit will be automatically
incorporated herein and will apply to any Options granted after the effective
date of such amendment.

5.9 Modification, Extension or Renewal. The Committee may modify,
----------------------------------
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding Options
without the consent of Participants affected by a written notice to them;
provided, however, that the Exercise Price may not be reduced below the minimum
- -------- -------
Exercise Price that would be permitted under Section 5.4 of this Plan for
Options granted on the date the action is taken to reduce the Exercise Price.

5.10 No Disqualification. Notwithstanding any other provision in this
-------------------
Plan, no term of this Plan relating to ISO will be interpreted, amended or
altered, nor will any discretion or authority granted under this Plan be
exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company
----------------
to sell to an eligible person Shares that are subject to restrictions. The
Committee will determine to whom an offer will be made, the number of Shares the
person may purchase, the price to be paid (the "Purchase Price"), the
restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:

4
<PAGE>

6.1 Form of Restricted Stock Award. All purchases under a Restricted Stock
------------------------------
Award made pursuant to this Plan will be evidenced by an Award Agreement
("Restricted Stock Purchase Agreement") that will be in such form (which need
not be the same for each Participant) as the Committee will from time to time
approve, and will comply with and be subject to the terms and conditions of this
Plan. The offer of Restricted Stock will be accepted by the Participant's
execution and delivery of the Restricted Stock Purchase Agreement and full
payment for the Shares to the Company within thirty (30) days from the date the
Restricted Stock Purchase Agreement is delivered to the person. If such person
does not execute and deliver the Restricted Stock Purchase Agreement along with
full payment for the Shares to the Company within thirty (30) days, then the
offer will terminate, unless otherwise determined by the Committee.

6.2 Purchase Price. The Purchase Price of Shares sold pursuant to a
--------------
Restricted Stock Award will be determined by the Committee on the date the
Restricted Stock Award is granted, except in the case of a sale to a Ten Percent
Stockholder, in which case the Purchase Price will be 100% of the Fair Market
Value. Payment of the Purchase Price may be made in accordance with Section 8 of
this Plan.

6.3 Terms of Restricted Stock Awards. Restricted Stock Awards shall be
--------------------------------
subject to such restrictions as the Committee may impose. These restrictions may
be based upon completion of a specified number of years of service with the
Company or upon completion of the performance goals as set out in advance in the
Participant's individual Restricted Stock Purchase Agreement. Restricted Stock
Awards may vary from Participant to Participant and between groups of
Participants. Prior to the grant of a Restricted Stock Award, the Committee
shall: (a) determine the nature, length and starting date of any Performance
Period for the Restricted Stock Award; (b) select from among the Performance
Factors to be used to measure performance goals, if any; and (c) determine the
number of Shares that may be awarded to the Participant. Prior to the payment of
any Restricted Stock Award, the Committee shall determine the extent to which
such Restricted Stock Award has been earned. Performance Periods may overlap and
Participants may participate simultaneously with respect to Restricted Stock
Awards that are subject to different Performance Periods and having different
performance goals and other criteria.

6.4 Termination During Performance Period. If a Participant is Terminated
-------------------------------------
during a Performance Period for any reason, then such Participant will be
entitled to payment (whether in Shares, cash or otherwise) with respect to the
Restricted Stock Award only to the extent earned as of the date of Termination
in accordance with the Restricted Stock Purchase Agreement, unless the Committee
will determine otherwise.

7. STOCK BONUSES.
-------------

7.1 Awards of Stock Bonuses. A Stock Bonus is an award of Shares (which may
-----------------------
consist of Restricted Stock) for services rendered to the Company or any Parent
or Subsidiary of the Company. A Stock Bonus may be awarded for past services
already rendered to the Company, or any Parent or Subsidiary of the Company
pursuant to an Award Agreement (the "Stock Bonus Agreement") that will be in
such form (which need not be the same for each Participant) as the Committee
will from time to time approve, and will comply with and be subject to the terms
and conditions of this Plan. A Stock Bonus may be awarded upon satisfaction of
such performance goals as are set out in advance in the Participant's individual
Award Agreement (the "Performance Stock Bonus Agreement") that will be in such
form (which need not be the same for each Participant) as the Committee will
from time to time approve, and will comply with and be subject to the terms and
conditions of this Plan. Stock Bonuses may vary from Participant to Participant
and between groups of Participants, and may be based upon the achievement of the
Company, Parent or Subsidiary and/or individual performance factors or upon such
other criteria as the Committee may determine.

7.2 Terms of Stock Bonuses. The Committee will determine the number of
----------------------
Shares to be awarded to the Participant. If the Stock Bonus is being earned upon
the satisfaction of performance goals pursuant to a Performance Stock Bonus
Agreement, then the Committee will: (a) determine the nature, length and
starting date of any Performance Period for each Stock Bonus; (b) select from
among the Performance Factors to be used to measure the performance, if any; and
(c) determine the number of Shares that may be awarded to the Participant. Prior
to the payment of any Stock Bonus, the Committee shall determine the extent to
which such Stock Bonuses have been earned. Performance Periods may overlap and
Participants may participate simultaneously with respect to Stock Bonuses that
are subject to different Performance Periods and different performance goals and

5
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At Home Corporation
1997 Equity Incentive Plan

other criteria. The number of Shares may be fixed or may vary in accordance with
such performance goals and criteria as may be determined by the Committee. The
Committee may adjust the performance goals applicable to the Stock Bonuses to
take into account changes in law and accounting or tax rules and to make such
adjustments as the Committee deems necessary or appropriate to reflect the
impact of extraordinary or unusual items, events or circumstances to avoid
windfalls or hardships.

7.3 Form of Payment. The earned portion of a Stock Bonus may be paid
---------------
currently or on a deferred basis with such interest or dividend equivalent, if
any, as the Committee may determine. Payment may be made in the form of cash or
whole Shares or a combination thereof, either in a lump sum payment or in
installments, all as the Committee will determine.

8. PAYMENT FOR SHARE PURCHASES.
---------------------------

8.1 Payment. Payment for Shares purchased pursuant to this Plan may
-------
be made in cash (by check) or, where expressly approved for the Participant by
the Committee and where permitted by law:

(a) by cancellation of indebtedness of the Company to the Participant;

(b) by surrender of shares that either: (1) have been owned by Participant
for more than six (6) months and have been paid for within the meaning
of SEC Rule 144 (and, if such shares were purchased from the Company
by use of a promissory note, such note has been fully paid with
respect to such shares); or (2) were obtained by Participant in the
public market;

(c) by tender of a full recourse promissory note having such terms as may
be approved by the Committee and bearing interest at a rate sufficient
to avoid imputation of income under Sections 483 and 1274 of the Code;
provided, however, that Participants who are not employees or
-------- -------
directors of the Company will not be entitled to purchase Shares with
a promissory note unless the note is adequately secured by collateral
other than the Shares;

(d) by waiver of compensation due or accrued to the Participant for
services rendered;

(e) with respect only to purchases upon exercise of an Option, and
provided that a public market for the Company's stock exists:

(1) through a "same day sale" commitment from the Participant and a
broker-dealer that is a member of the National Association of
Securities Dealers (an "NASD Dealer") whereby the Participant
irrevocably elects to exercise the Option and to sell a portion
of the Shares so purchased to pay for the Exercise Price, and
whereby the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly to the Company; or

(2) through a "margin" commitment from the Participant and a NASD
Dealer whereby the Participant irrevocably elects to exercise the
Option and to pledge the Shares so purchased to the NASD Dealer
in a margin account as security for a loan from the NASD Dealer
in the amount of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the
Exercise Price directly to the Company; or

(f) by any combination of the foregoing.

8.2 Loan Guarantees. The Committee may help the Participant pay for
---------------
Shares purchased under this Plan by authorizing a guarantee by the Company of a
third-party loan to the Participant.

9. WITHHOLDING TAXES.
-----------------

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At Home Corporation
1997 Equity Incentive Plan

9.1 Withholding Generally. Whenever Shares are to be issued in
---------------------
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under this Plan, payments
in satisfaction of Awards are to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax
requirements.

9.2 Stock Withholding. When, under applicable tax laws, a Participant
-----------------
incurs tax liability in connection with the exercise or vesting of any Award
that is subject to tax withholding and the Participant is obligated to pay the
Company the amount required to be withheld, the Committee may in its sole
discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be issued
that number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined. All elections by a Participant to have Shares
withheld for this purpose will be made in accordance with the requirements
established by the Committee and be in writing in a form acceptable to the
Committee

10. PRIVILEGES OF STOCK OWNERSHIP.
-----------------------------

10.1 Voting and Dividends. No Participant will have any of the rights
--------------------
of a stockholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a stockholder and have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided, further, that the Participant will have no right to
retain such stock dividends or stock distributions with respect to Shares that
are repurchased at the Participant's original Purchase Price pursuant to Section
12.

10.2 Financial Statements. The Company will provide financial
--------------------
statements to each Participant prior to such Participant's purchase of Shares
under this Plan, and to each Participant annually during the period such
Participant has Awards outstanding; provided, however, the Company will not be
required to provide such financial statements to Participants whose services in
connection with the Company assure them access to equivalent information.

11. TRANSFERABILITY. Awards granted under this Plan, and any interest
---------------
therein, will not be transferable or assignable by Participant, and may not be
made subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution or as determined by the Committee and
set forth in the Award Agreement with respect to Awards that are not ISOs.
During the lifetime of the Participant an Award will be exercisable only by the
Participant, and any elections with respect to an Award may be made only by the
Participant unless otherwise determined by the Committee and set forth in the
Award Agreement with respect to Awards that are not ISOs.

12. RESTRICTIONS ON SHARES. At the discretion of the Committee, the Company
----------------------
may reserve to itself and/or its assignee(s) in the Award Agreement a right to
repurchase a portion of or all Unvested Shares held by a Participant following
such Participant's Termination at any time within ninety (90) days after the
later of Participant's Termination Date and the date Participant purchases
Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Participant's Exercise Price or Purchase Price, as the case
may be.

13. CERTIFICATES. All certificates for Shares or other securities delivered
------------
under this Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted.

7
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At Home Corporation
1997 Equity Incentive Plan

14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
------------------------
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates. Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided, however, that the Committee may
-------- -------
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company will have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral. In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve. The
Shares purchased with the promissory note may be released from the pledge on a
pro rata basis as the promissory note is paid.

15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from
-----------------------------
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards. The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, Shares (including
Restricted Stock) or other consideration, based on such terms and conditions as
the Committee and the Participant may agree.

16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be
----------------------------------------------
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding
any other provision in this Plan, the Company will have no obligation to issue
or deliver certificates for Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable; and/or (b) completion of any registration or other qualification
of such Shares under any state or federal law or ruling of any governmental body
that the Company determines to be necessary or advisable. The Company will be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company
will have no liability for any inability or failure to do so.

17. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted
-----------------------
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.

18. CORPORATE TRANSACTIONS.
----------------------

18.1 Assumption or Replacement of Awards by Successor. In the event of
(a) a dissolution or liquidation of the Company, (b) a merger or consolidation
in which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company or their relative stock
holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company immediately prior to such merger
(other than any stockholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (d) the sale of substantially
all of the assets of the Company, or (e) the acquisition, sale, or transfer of
more than 50% of the outstanding shares of the Company by tender offer or
similar transaction, any or all outstanding Awards may be assumed, converted or
replaced by the successor corporation (if any), which assumption, conversion or
replacement

8
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At Home Corporation
1997 Equity Incentive Plan

will be binding on all Participants. In the alternative, the successor
corporation may substitute equivalent Awards or provide substantially similar
consideration to Participants as was provided to stockholders (after taking into
account the existing provisions of the Awards). The successor corporation may
also issue, in place of outstanding Shares of the Company held by the
Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant. In the event such
successor corporation (if any) refuses to assume or substitute Awards, as
provided above, pursuant to a transaction described in this Subsection 18.1, the
vesting of all Awards will accelerate and the Options will become exercisable in
full prior to the consummation of such event at such times and on such
conditions as the Committee determines, and if such Options are not exercised
prior to the consummation of the corporate transaction, they shall terminate in
accordance with the provisions of this Plan.

18.2 Other Treatment of Awards. Subject to any greater rights granted to
-------------------------
Participants under the foregoing provisions of this Section 18, in the event of
the occurrence of any transaction described in Section 18.1, any outstanding
Awards will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, or sale of assets.

18.3 Assumption of Awards by the Company. The Company, from time to time,
-----------------------------------
also may substitute or assume outstanding awards granted by another company,
whether in connection with an acquisition of such other company or otherwise, by
either; (a) granting an Award under this Plan in substitution of such other
company's award; or (b) assuming such award as if it had been granted under this
Plan if the terms of such assumed award could be applied to an Award granted
under this Plan. Such substitution or assumption will be permissible if the
holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
------
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

19. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective on
---------------------------------
the date on which the registration statement filed by the Company with the SEC
under the Securities Act registering the initial public offering of the
Company's Series A Common Stock is declared effective by the SEC (the "Effective
Date"). This Plan shall be approved by the stockholders of the Company
(excluding Shares issued pursuant to this Plan), consistent with applicable
laws, within twelve (12) months before or after the date this Plan is adopted by
the Board. Upon the Effective Date, the Committee may grant Awards pursuant to
this Plan; provided, however, that: (a) no Option may be exercised prior to
-------- -------
initial stockholder approval of this Plan; (b) no Option granted pursuant to an
increase in the number of Shares subject to this Plan approved by the Board will
be exercised prior to the time such increase has been approved by the
stockholders of the Company; and (c) in the event that stockholder approval of
such increase is not obtained within the time period provided herein, all Awards
granted hereunder will be canceled, any Shares issued pursuant to any Award will
be canceled, and any purchase of Shares hereunder will be rescinded.

20. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided
--------------------------
herein, this Plan will terminate ten (10) years from the date this Plan is
adopted by the Board or, if earlier, the date of stockholder approval. This Plan
and all agreements thereunder shall be governed by and construed in accordance
with the laws of the State of California.

21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate
--------------------------------
or amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan;
provided, however, that the Board will not, without the approval of the
- -------- -------
stockholders of the Company, amend this Plan in any manner that requires such
stockholder approval.

22. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the
--------------------------
Board, the submission of this Plan to the stockholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements

9
<PAGE>

At Home Corporation
1997 Equity Incentive Plan

as it may deem desirable, including, without limitation, the granting of stock
options and bonuses otherwise than under this Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.

23. DEFINITIONS. As used in this Plan, the following terms will have the
-----------
following meanings:

"Award" means any award under this Plan, including any Option, Restricted
Stock or Stock Bonus.

"Award Agreement" means, with respect to each Award, the signed written
agreement between the Company and the Participant setting forth the terms and
conditions of the Award.

"Board" means the Board of Directors of the Company.

"Cause" means the commission of an act of theft, embezzlement, fraud,
dishonesty or a breach of fiduciary duty to the Company or a Parent or
Subsidiary of the Company.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the Compensation Committee of the Board.

"Company" means At Home Corporation or any successor corporation.

"Disability" means a disability, whether temporary or permanent, partial
or total, within the meaning of Section 22(e)(3) of the Code, as determined by
the Committee.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exercise Price" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

"Fair Market Value" means, as of any date, the value of a share of the
Company's Series A Common Stock determined as follows:

(a) if such Series A Common Stock is then quoted on the Nasdaq National
Market, its closing price on the Nasdaq National Market on the date of
determination as reported in The Wall Street Journal;

(b) if such Series A Common Stock is publicly traded and is then listed on a
national securities exchange, its closing price on the date of
determination on the principal national securities exchange on which the
Series A Common Stock is listed or admitted to trading as reported in The
Wall Street Journal;

(c) if such Series A Common Stock is publicly traded but is not quoted on the
Nasdaq National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices on
the date of determination as reported in The Wall Street Journal;

(d) in the case of an Award made on the Effective Date, the price per share
at which shares of the Company's Series A Common Stock are initially
offered for sale to the public by the Company's underwriters in the
initial public offering of the Company's Series A Common Stock pursuant
to a registration statement filed with the SEC under the Securities Act;
or

(d) if none of the foregoing is applicable, by the Committee in good faith.

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<PAGE>

At Home Corporation
1997 Equity Incentive Plan

"Insider" means an officer or director of the Company or any other person
whose transactions in the Company's Common Stock are subject to Section 16 of
the Exchange Act.

"Option" means an award of an option to purchase Shares pursuant to Section
5.

"Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if each of such corporations other
than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

"Participant" means a person who receives an Award under this Plan.

"Performance Factors" means the factors selected by the Committee from
among the following measures to determine whether the performance goals
established by the Committee and applicable to Awards have been satisfied:

(a) Net revenue and/or net revenue growth;

(b) Earnings before income taxes and amortization and/or earnings before
income taxes and amortization growth;

(d) Net income and/or net income growth;

(e) Earnings per share and/or earnings per share growth;

(f) Total shareholder return and/or total shareholder return growth;

(g) Return on equity;

(h) Operating cash flow return on income;

(i) Adjusted operating cash flow return on income;

(j) Economic value added; and

(k) Individual confidential business objectives.

"Performance Period" means the period of service determined by the
Committee, not to exceed five years, during which years of service or
performance is to be measured for Restricted Stock Awards or Stock Bonuses.

"Plan" means this At Home Corporation 1997 Equity Incentive Plan, as
amended from time to time.

"Restricted Stock Award" means an award of Shares pursuant to Section 6.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Shares" means shares of the Company's Series A Common Stock reserved for
issuance under this Plan or any other compensatory arrangement of the Company,
as adjusted pursuant to Sections 2 and 18, and any successor security.

11
<PAGE>

At Home Corporation
1997 Equity Incentive Plan

"Stock Bonus" means an award of Shares, or cash in lieu of Shares, pursuant
to Section 7.

"Subsidiary" means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

"Termination" or "Terminated" means, for purposes of this Plan with respect
to a Participant, that the Participant has for any reason ceased to provide
services as an employee, officer, director, consultant, independent contractor,
or advisor to the Company or a Parent or Subsidiary of the Company. An employee
will not be deemed to have ceased to provide services in the case of (i) sick
leave, (ii) military leave, or (iii) any other leave of absence approved by the
Committee, provided, that such leave is for a period of not more than 90 days,
unless reemployment upon the expiration of such leave is guaranteed by contract
or statute or unless provided otherwise pursuant to formal policy adopted from
time to time by the Company and issued and promulgated to employees in writing.
In the case of any employee on an approved leave of absence, the Committee may
make such provisions respecting suspension of vesting of the Award while on
leave from the employ of the Company or a Subsidiary as it may deem appropriate,
except that in no event may an Option be exercised after the expiration of the
term set forth in the Option agreement. The Committee will have sole discretion
to determine whether a Participant has ceased to provide services and the
effective date on which the Participant ceased to provide services (the
"Termination Date").

"Unvested Shares" means "Unvested Shares" as defined in the Award
Agreement.

"Vested Shares" means "Vested Shares" as defined in the Award Agreement.

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<PAGE>

AT HOME CORPORATION

1997 EMPLOYEE STOCK PURCHASE PLAN

As Adopted May 15, 1997 and
Amended March 18, 1998 and April 18, 2000

1. ESTABLISHMENT OF PLAN. At Home Corporation (the "COMPANY") proposes to
grant options for purchase of the Company's Series A Common Stock to eligible
employees of the Company and its Participating Subsidiaries (as hereinafter
defined) pursuant to this Employee Stock Purchase Plan (this "PLAN"). For
purposes of this Plan, "PARENT CORPORATION" and "SUBSIDIARY" (collectively,
"PARTICIPATING SUBSIDIARIES") shall have the same meanings as "parent
corporation" and "subsidiary corporation" in Sections 424(e) and 424(f),
respectively, of the Internal Revenue Code of 1986, as amended (the "CODE").
"PARTICIPATING SUBSIDIARIES" are Parent Corporations or Subsidiaries that the
Board of Directors of the Company (the "BOARD") designates from time to time as
corporations that shall participate in this Plan. The Company intends this Plan
to qualify as an "employee stock purchase plan" under Section 423 of the Code
(including any amendments to or replacements of such Section), and this Plan
shall be so construed. Any term not expressly defined in this Plan but defined
for purposes of Section 423 of the Code shall have the same definition herein. A
total of 5,000,000 shares of the Company's Series A Common Stock is reserved for
issuance under this Plan. Such number shall be subject to adjustments effected
in accordance with Section 14 of this Plan.

2. PURPOSE. The purpose of this Plan is to provide eligible employees of
the Company and Participating Subsidiaries with a convenient means of acquiring
an equity interest in the Company through payroll deductions, to enhance such
employees' sense of participation in the affairs of the Company and
Participating Subsidiaries, and to provide an incentive for continued
employment.

3. ADMINISTRATION. This Plan shall be administered by the Compensation
Committee of the Board (the "COMMITTEE"). Subject to the provisions of this Plan
and the limitations of Section 423 of the Code or any successor provision in the
Code, all questions of interpretation or application of this Plan shall be
determined by the Committee and its decisions shall be final and binding upon
all participants. Members of the Committee shall receive no compensation for
their services in connection with the administration of this Plan, other than
standard fees as established from time to time by the Board for services
rendered by Board members serving on Board committees. All expenses incurred in
connection with the administration of this Plan shall be paid by the Company.

4. ELIGIBILITY. Any employee of the Company or the Participating
Subsidiaries is eligible to participate in an Offering Period (as hereinafter
defined) under this Plan except the following:

(a) employees who are not employed by the Company or Participating
Subsidiaries fifteen (15) days before the beginning of such Offering Period,
except that employees who are employed on the effective date of the registration
statement filed by the Company with the Securities and Exchange Commission
("SEC") under the Securities Act of 1933, as amended (the "SECURITIES ACT")
registering the initial public offering of the Company's Series A Common Stock
shall be eligible to participate in the first Offering Period under the Plan;

(b) employees who are customarily employed for twenty (20) hours or less
per week;

(d) employees who, together with any other person whose stock would be
attributed to such employee pursuant to Section 424(d) of the Code, own stock or
<PAGE>

hold options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any of
its Participating Subsidiaries or who, as a result of being granted an option
under this Plan with respect to such Offering Period, would own stock or hold
options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any of
its Participating Subsidiaries; and

(e) individuals who provide services to the Company or any of its
Participating Subsidiaries as independent contractors whether or not
reclassified as common law employees, unless the Company or a Participating
Subsidiary withholds or is required to withhold U.S. Federal employment taxes
for such individuals pursuant to Section 3402 of the Code.

5. OFFERING DATES. The offering periods of this Plan (each, an "OFFERING
PERIOD") shall be of twenty-four (24) months duration commencing on February 15
and August 15 of each year and ending on August 14 and February 14 of each year;
provided, however, that notwithstanding the foregoing, the first such Offering
Period shall commence on the first business day on which price quotations for
the Company's Series A Common Stock are available on the Nasdaq National Market
(the "FIRST OFFERING DATE") and shall end on August 14, 1999. Except for the
first Offering Period, each Offering Period shall consist of four (4) six-month
purchase periods (individually, a "PURCHASE PERIOD") during which payroll
deductions of the participants are accumulated under this Plan. The first
Offering Period shall consist of no fewer than three Purchase Periods, any of
which may be greater or less than six months as determined by the Committee. The
first business day of each Offering Period is referred to as the "OFFERING
DATE". The last business day of each Purchase Period is referred to as the
"PURCHASE DATE". The Committee shall have the power to change the duration of
Offering Periods or Purchase Periods with respect to offerings without
stockholder approval if such change is announced at least fifteen (15) days
prior to the scheduled beginning of the first Offering Period or Purchase Period
to be affected.

6. PARTICIPATION IN THIS PLAN. Eligible employees may become participants
in an Offering Period under this Plan on the first Offering Date after
satisfying the eligibility requirements by delivering a subscription agreement
to the Company's treasury department (the "TREASURY DEPARTMENT") not later than
fifteen (15) days before such Offering Date unless a later time for filing the
subscription agreement authorizing payroll deductions is set by the Committee
for all eligible employees with respect to a given Offering Period. An eligible
employee who does not deliver a subscription agreement to the Treasury
Department by such date after becoming eligible to participate in such Offering
Period shall not participate in that Offering Period or any subsequent Offering
Period unless such employee enrolls in this Plan by filing a subscription
agreement with the Treasury Department not later than fifteen (15) days
preceding a subsequent Offering Date. Once an employee becomes a participant in
an Offering Period, such employee will automatically participate in the Offering
Period commencing immediately following the last day of the prior Offering
Period unless the employee withdraws or is deemed to withdraw from this Plan or
terminates further participation in the Offering Period as set forth in Section
11 below. Such participant is not required to file any additional subscription
agreement in order to continue participation in this Plan.

7. GRANT OF OPTION ON ENROLLMENT. Enrollment by an eligible employee in
this Plan with respect to an Offering Period will constitute the grant (as of
the Offering Date) by the Company to such employee of an option to purchase on
the Purchase Date up to that number of shares of Series A Common Stock of the
Company determined by dividing (a) the amount accumulated in such employee's
payroll deduction account during such Purchase Period by (b) the lower of (i)
eighty-five percent (85%) of the fair market value of a share of the Company's
Series A Common Stock on the Offering Date (but in no event less than the par
value of a share of the Company's Series A Common Stock), or (ii) eighty-five
percent (85%) of the fair market value of a share of the Company's Series A
Common Stock on the Purchase Date (but in no event less than the par value of a
share of the Company's Series A Common Stock), provided, however, that the
-----------------

2
<PAGE>

number of shares of the Company's Series A Common Stock subject to any option
granted pursuant to this Plan shall not exceed the lesser of (a) the maximum
number of shares set by the Committee pursuant to Section 10(c) below with
respect to the applicable Purchase Date, or (b) the maximum number of shares
which may be purchased pursuant to Section 10(b) below with respect to the
applicable Purchase Date. The fair market value of a share of the Company's
Series A Common Stock shall be determined as provided in Section 8 hereof.

8. PURCHASE PRICE. The purchase price per share at which a share of Series
A Common Stock will be sold in any Offering Period shall be eighty-five percent
(85%) of the lesser of:

(a) The fair market value on the Offering Date; or

(b) The fair market value on the Purchase Date.

For purposes of this Plan, the term "FAIR MARKET VALUE" means, as of any
date, the value of a share of the Company's Series A Common Stock determined as
follows:

(a) if such Series A Common Stock is then quoted on the Nasdaq
National Market, its closing price on the Nasdaq National Market
on the date of determination as reported in The Wall Street
Journal;

(b) if such Series A Common Stock is publicly traded and is then
listed on a national securities exchange, its closing price on
the date of determination on the principal national securities
exchange on which the Series A Common Stock is listed or admitted
to trading as reported in The Wall Street Journal;

(c) if such Series A Common Stock is publicly traded but is not
quoted on the Nasdaq National Market nor listed or admitted to
trading on a national securities exchange, the average of the
closing bid and asked prices on the date of determination as
reported in The Wall Street Journal; or

(d) if none of the foregoing is applicable, by the Board in good
faith, which in the case of the First Offering Date will be the
price per share at which shares of the Company's Series A Common
Stock are initially offered for sale to the public by the
Company's underwriters in the initial public offering of the
Company's Series A Common Stock pursuant to a registration
statement filed with the SEC under the Securities Act.

9. PAYMENT OF PURCHASE PRICE; CHANGES IN PAYROLL DEDUCTIONS; ISSUANCE OF
SHARES.

(a) The purchase price of the shares is accumulated by regular payroll
deductions made during each Offering Period. The deductions are made as a
percentage of the participant's compensation in one percent (1%) increments not
less than two percent (2%), nor greater than ten percent (10%) or such lower
limit set by the Committee. Compensation shall mean base salary, commissions,
bonuses, and shift premiums not to exceed $250,000 per calendar year, provided
however, that for purposes of determining a participant's compensation, any
election by such participant to reduce his or her regular cash remuneration
under Sections 125 or 401(k) of the Code shall be treated as if the participant
did not make such election. Except for the first Offering Period, payroll
deductions shall commence on the first payday of the Offering Period and shall
continue to the end of the Offering Period unless sooner altered or terminated
as provided in this Plan. Payroll deductions for the first Offering Period shall
commence at the end of the first full pay period following the First Offering
Date.

(b) A participant may lower (but not increase) the rate of payroll
deductions during an Offering Period by filing with the Treasury Department a
new authorization for payroll deductions, in which case the new rate shall

3
<PAGE>

become effective for the next payroll period commencing more than fifteen (15)
days after the Treasury Department's receipt of the authorization and shall
continue for the remainder of the Offering Period unless changed as described
below. Such change in the rate of payroll deductions may be made at any time
during an Offering Period, but not more than one (1) change may be made
effective during any Offering Period. A participant may increase or decrease the
rate of payroll deductions for any subsequent Offering Period by filing with the
Treasury Department a new authorization for payroll deductions not later than
fifteen (15) days before the beginning of such Offering Period.

(c) All payroll deductions made for a participant are credited to his or
her account under this Plan and are deposited with the general funds of the
Company. No interest accrues on the payroll deductions. All payroll deductions
received or held by the Company may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.

(d) On each Purchase Date, so long as this Plan remains in effect and
provided that the participant has not submitted a signed and completed
withdrawal form before that date which notifies the Company that the participant
wishes to withdraw from that Offering Period under this Plan and have all
payroll deductions accumulated in the account maintained on behalf of the
participant as of that date returned to the participant, the Company shall apply
the funds then in the participant's account to the purchase of whole shares of
Series A Common Stock reserved under the option granted to such participant with
respect to the Offering Period to the extent that such option is exercisable on
the Purchase Date. The purchase price per share shall be as specified in Section
8 of this Plan. Any cash remaining in a participant's account after such
purchase of shares shall be refunded to such participant in cash, without
interest; provided, however that any amount remaining in such participant's
account on a Purchase Date which is less than the amount necessary to purchase a
full share of Series A Common Stock of the Company shall be carried forward,
without interest, into the next Purchase Period or Offering Period, as the case
may be. In the event that this Plan has been oversubscribed, all funds not used
to purchase shares on the Purchase Date shall be returned to the participant,
without interest. No Series A Common Stock shall be purchased on a Purchase Date
on behalf of any employee whose participation in this Plan has terminated prior
to such Purchase Date.

(e) As promptly as practicable after the Purchase Date, the Company shall
issue shares for the participant's benefit representing the shares purchased
upon exercise of his or her option.

(f) During a participant's lifetime, such participant's option to purchase
shares hereunder is exercisable only by him or her. The participant will have no
interest or voting right in shares covered by his or her option until such
option has been exercised.

10. LIMITATIONS ON SHARES TO BE PURCHASED.

(a) No participant shall be entitled to purchase stock under this Plan at a
rate which, when aggregated with his or her rights to purchase stock under all
other employee stock purchase plans of the Company or any Subsidiary, exceeds
$25,000 in fair market value, determined as of the Offering Date (or such other
limit as may be imposed by the Code) for each calendar year in which the
employee participates in this Plan.

(b) No more than two hundred percent (200%) of the number of shares
determined by using eighty-five percent (85%) of the fair market value of a
share of the Company's Series A Common Stock on the Offering Date as the
denominator may be purchased by a participant on any single Purchase Date.

(c) No participant shall be entitled to purchase more than the Maximum
Share Amount (as defined below) on any single Purchase Date. Not less than
thirty (30) days prior to the commencement of any Offering Period, the Committee
may, in its sole discretion, set a maximum number of shares which may be
purchased by any employee at any single Purchase Date (hereinafter the "MAXIMUM

4
<PAGE>

SHARE AMOUNT"). Until otherwise determined by the Committee, there shall be no
Maximum Share Amount. In no event shall the Maximum Share Amount exceed the
amounts permitted under Section 10(b) above. If a new Maximum Share Amount is
set, then all participants must be notified of such Maximum Share Amount prior
to the commencement of the next Offering Period. Once the Maximum Share Amount
is set, it shall continue to apply with respect to all succeeding Purchase Dates
and Offering Periods unless revised by the Committee as set forth above.

(d) If the number of shares to be purchased on a Purchase Date by all
employees participating in this Plan exceeds the number of shares then available
for issuance under this Plan, then the Company will make a pro rata allocation
of the remaining shares in as uniform a manner as shall be reasonably
practicable and as the Committee shall determine to be equitable. In such event,
the Company shall give written notice of such reduction of the number of shares
to be purchased under a participant's option to each participant affected
thereby.

(e) Any payroll deductions accumulated in a participant's account which are
not used to purchase stock due to the limitations in this Section 10 shall be
returned to the participant as soon as practicable after the end of the
applicable Purchase Period, without interest.

11. WITHDRAWAL.

(a) Each participant may withdraw from an Offering Period under this Plan
by signing and delivering to the Treasury Department a written notice to that
effect on a form provided for such purpose. Such withdrawal may be elected at
any time at least fifteen (15) days prior to the end of an Offering Period.

(b) Upon withdrawal from this Plan, the accumulated payroll deductions
shall be returned to the withdrawn participant, without interest, and his or her
interest in this Plan shall terminate. In the event a participant voluntarily
elects to withdraw from this Plan, he or she may not resume his or her
participation in this Plan during the same Offering Period, but he or she may
participate in any Offering Period under this Plan which commences on a date
subsequent to such withdrawal by filing a new authorization for payroll
deductions in the same manner as set forth above for initial participation in
this Plan.

(c) If the purchase price on the first day of any current Offering Period
in which a participant is enrolled is higher than the purchase price on the
first day of any subsequent Offering Period, the Company will automatically
enroll such participant in the subsequent Offering Period. Any funds accumulated
in a participant's account prior to the first day of such subsequent Offering
Period will be applied to the purchase of shares on the Purchase Date
immediately prior to the first day of such subsequent Offering Period. A
participant does not need to file any forms with the Company to automatically be
enrolled in the subsequent Offering Period

12. TERMINATION OF EMPLOYMENT. Termination of a participant's employment
for any reason, including retirement, death or the failure of a participant to
remain an eligible employee of the Company or of a Participating Subsidiary,
immediately terminates his or her participation in this Plan. In such event, the
payroll deductions credited to the participant's account will be returned to him
or her or, in the case of his or her death, to his or her legal representative,
without interest. For purposes of this Section 12, an employee will not be
deemed to have terminated employment or failed to remain in the continuous
employ of the Company or of a Participating Subsidiary in the case of sick
leave, military leave, or any other leave of absence approved by the Board;
provided that such leave is for a period of not more than ninety (90) days or
reemployment upon the expiration of such leave is guaranteed by contract or
statute.

13. RETURN OF PAYROLL DEDUCTIONS. In the event a participant's interest in
this Plan is terminated by withdrawal, termination of employment or otherwise,
or in the event this Plan is terminated by the Board, the Company shall promptly
deliver to the participant all payroll deductions credited to

5
<PAGE>

such participant's account. No interest shall accrue on the payroll deductions
of a participant in this Plan.

14. CAPITAL CHANGES. Subject to any required action by the stockholders of
the Company, the number of shares of Series A Common Stock covered by each
option under this Plan which has not yet been exercised and the number of shares
of Series A Common Stock which have been authorized for issuance under this Plan
but have not yet been placed under option (collectively, the "RESERVES"), as
well as the price per share of Series A Common Stock covered by each option
under this Plan which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued and outstanding
shares of Series A Common Stock of the Company resulting from a stock split or
the payment of a stock dividend (but only on the Series A Common Stock) or any
other increase or decrease in the number of issued and outstanding shares of
Common Stock effected without receipt of any consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration".
Such adjustment shall be made by the Committee, whose determination shall be
final, binding and conclusive. Except as expressly provided herein, no issue by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Series A Common
Stock subject to an option.

In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Committee. The Committee may,
in the exercise of its sole discretion in such instances, declare that the
options under this Plan shall terminate as of a date fixed by the Committee and
give each participant the right to exercise his or her option as to all of the
optioned stock, including shares which would not otherwise be exercisable. In
the event of (i) a merger or consolidation in which the Company is not the
surviving corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the stockholders of
the Company or their relative stock holdings and the options under this Plan are
assumed, converted or replaced by the successor corporation, which assumption
will be binding on all participants), (ii) a merger in which the Company is the
surviving corporation but after which the stockholders of the Company
immediately prior to such merger (other than any stockholder that merges, or
which owns or controls another corporation that merges, with the Company in such
merger) cease to own their shares or other equity interest in the Company, (iii)
the sale of substantially all of the assets of the Company or (iv) the
acquisition, sale, or transfer of more than 50% of the outstanding shares of the
Company by tender offer or similar transaction, each option under this Plan may
be assumed or an equivalent option may be substituted by such successor
corporation or a parent or subsidiary of such successor corporation. In the
event such surviving corporation refuses to assume or substitute options under
this Plan, (i) this Plan will terminate upon the consummation of such
transaction, unless otherwise provided by the Committee and (ii) the Committee
may declare that the options under this Plan shall terminate as of a date fixed
by the Committee and give each participant the right to exercise his or her
option as to all of the optioned stock. If the Committee makes an option fully
exercisable in the event of a merger, consolidation or sale of assets, the
Committee shall notify the participant that the option shall be fully
exercisable for a certain period, and the option and this Plan will terminate
upon the expiration of such period.

The Committee may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Series A Common Stock covered by each outstanding option, in the
event that the Company effects one or more reorganizations, recapitalizations,
rights offerings or other increases or reductions of shares of its outstanding
Series A Common Stock, or in the event of the Company being consolidated with or
merged into any other corporation.

15. NONASSIGNABILITY. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or

6
<PAGE>

to receive shares under this Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 22 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be void and
without effect.

16. REPORTS. Individual accounts will be maintained for each participant in
this Plan. Each participant shall receive promptly after the end of each
Purchase Period a report of his or her account setting forth the total payroll
deductions accumulated, the number of shares purchased, the per share price
thereof and the remaining cash balance, if any, carried forward to the next
Purchase Period or Offering Period, as the case may be.

17. NOTICE OF DISPOSITION. Each participant shall notify the Company if the
participant disposes of any of the shares purchased in any Offering Period
pursuant to this Plan if such disposition occurs within two (2) years from the
Offering Date or within one (1) year from the Purchase Date on which such shares
were purchased (the "NOTICE PERIOD"). Unless such participant is disposing of
any of such shares during the Notice Period, such participant shall keep the
certificates representing such shares in his or her name (and not in the name of
a nominee) during the Notice Period. The Company may, at any time during the
Notice Period, place a legend or legends on any certificate representing shares
acquired pursuant to this Plan requesting the Company's transfer agent to notify
the Company of any transfer of the shares. The obligation of the participant to
provide such notice shall continue notwithstanding the placement of any such
legend on the certificates.

18. NO RIGHTS TO CONTINUED EMPLOYMENT. Neither this Plan nor the grant of
any option hereunder shall confer any right on any employee to remain in the
employ of the Company or any Participating Subsidiary, or restrict the right of
the Company or any Participating Subsidiary to terminate such employee's
employment.

19. EQUAL RIGHTS AND PRIVILEGES. All eligible employees shall have equal
rights and privileges with respect to this Plan so that this Plan qualifies as
an "employee stock purchase plan" within the meaning of Section 423 or any
successor provision of the Code and the related regulations. Any provision of
this Plan which is inconsistent with Section 423 or any successor provision of
the Code shall, without further act or amendment by the Company, the Committee
or the Board, be reformed to comply with the requirements of Section 423. This
Section 19 shall take precedence over all other provisions in this Plan.

20. NOTICES. All notices or other communications by a participant to the
Company under or in connection with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

21. TERM; STOCKHOLDER APPROVAL. After this Plan is adopted by the Board,
this Plan will become effective on the date that is the First Offering Date (as
defined above). This Plan shall be approved by the stockholders of the Company,
in any manner permitted by applicable corporate law, within twelve (12) months
before or after the date this Plan is adopted by the Board. No purchase of
shares pursuant to this Plan shall occur prior to such stockholder approval.
This Plan shall continue until the earlier to occur of (a) termination of this
Plan by the Board (which termination may be effected by the Board at any time),
(b) issuance of all of the shares of Series A Common Stock reserved for issuance
under this Plan, or (c) ten (10) years from the adoption of this Plan by the
Board.

22. DESIGNATION OF BENEFICIARY.

(a) A participant may file a written designation of a beneficiary who is to
receive any shares and cash, if any, from the participant's account under this
Plan in the event of such participant's death subsequent to the end of an
Purchase Period but prior to delivery to him of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under this Plan in the event
of such participant's death prior to a Purchase Date.

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(b) Such designation of beneficiary may be changed by the participant at
any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under this Plan who is living at
the time of such participant's death, the Company shall deliver such shares or
cash to the executor or administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares or cash to the
spouse or to any one or more dependents or relatives of the participant, or if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.

23. CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF SHARES.
Shares shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act, the Securities Exchange Act of 1934, the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange or automated quotation system upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

24. APPLICABLE LAW. The Plan shall be governed by the substantive laws
(excluding the conflict of laws rules) of the State of California.

25. AMENDMENT OR TERMINATION OF THIS PLAN. The Board may at any time amend,
terminate or extend the term of this Plan, except that any such termination
cannot affect options previously granted under this Plan, nor may any amendment
make any change in an option previously granted which would adversely affect the
right of any participant, nor may any amendment be made without approval of the
stockholders of the Company obtained in accordance with Section 21 hereof within
twelve (12) months of the adoption of such amendment (or earlier if required by
Section 21) if such amendment would:

(a) increase the number of shares that may be issued under this Plan; or

(b) change the designation of the employees (or class of employees)
eligible for participation in this Plan.