<PAGE>

                                                                    EXHIBIT 4.06

                              AT HOME CORPORATION

                          2000 EQUITY INCENTIVE PLAN

                          As Adopted January 13, 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 2,000,000 Shares.  Subject to Sections 2.2 and 18
hereof, Shares that: (a) are subject to issuance upon exercise of an Option
granted 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
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 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 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.  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.  A person may be granted more
than one Award under this Plan.  No more than forty-nine percent (49%) of all
Shares that are reserved for issuance under this Plan may be issued pursuant to
Awards granted to executive vice presidents, senior vice presidents or vice
presidents of the Company.

          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:
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                                                      2000 Equity Incentive Plan
                                                     As Adopted January 13, 2000

          (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;

          (c)  select persons to receive Awards;

          (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.

          5.   OPTIONS.  Only nonqualified stock options that do not qualify as
               -------
incentive stock options within the meaning of Code Section 422(b) may be granted
under this Plan.  No more than forty-nine percent (49%) of the total Shares
under this Plan that are made subject to Options may be issued pursuant to
Options granted to executive vice presidents, senior vice presidents or vice
presidents of the Company.  The Committee may grant Options to eligible persons
and will determine 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 ("Stock Option Agreement") that 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.

                                       2
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                                                      2000 Equity Incentive Plan
                                                     As Adopted January 13, 2000



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.  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), 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 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), 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's 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    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.  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.

                                       3
<PAGE>

                                                      2000 Equity Incentive Plan
                                                     As Adopted January 13, 2000


          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.
No more than forty-nine percent (49%) of the total Shares under this Plan that
are made subject to Restricted Stock Awards may be issued pursuant to Restricted
Stock Awards granted to executive vice presidents, senior vice presidents or
vice presidents of the Company.  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:

               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 and may be less than Fair Market
Value, except in the case of a sale to a 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, 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. No more than forty-nine
percent (49%) of the total Shares under this Plan that are made subject to Stock
Bonuses may be issued pursuant to Stock Bonuses granted to executive vice
presidents, senior vice presidents or vice presidents 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

                                       4
<PAGE>

                                                      2000 Equity Incentive Plan
                                                     As Adopted January 13, 2000

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 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

                                       5
<PAGE>

                                                      2000 Equity Incentive Plan
                                                     As Adopted January 13, 2000

               (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.
               -----------------

               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. 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.

                                       6
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                                                      2000 Equity Incentive Plan
                                                     As Adopted January 13, 2000

          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.

          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.
               ----------------------

                                       7
<PAGE>

                                                      2000 Equity Incentive Plan
                                                     As Adopted January 13, 2000

               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 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.  This Plan became effective on January 13, 2000, the
               --------
date on which it was adopted by the Board.

          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. This Plan and all agreements hereunder 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.

          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

                                       8
<PAGE>

                                                      2000 Equity Incentive Plan
                                                     As Adopted January 13, 2000

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; or
                           -----------------------

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

               "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.

                                       9
<PAGE>

                                                      2000 Equity Incentive Plan
                                                     As Adopted January 13, 2000

               "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;

               (c) Operating income and/or operating income 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, as adjusted pursuant to Sections 2 and
18, and any successor security.

               "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

                                       10
<PAGE>

                                                      2000 Equity Incentive Plan
                                                     As Adopted January 13, 2000

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 Stock 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.

                                       11