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                               3COM CORPORATION
                            1983 STOCK OPTION PLAN


     1.  PURPOSE.  The 3Com Corporation 1983 Stock Option Plan (the Plan) is
established to create additional incentive for key employees of 3Com Corporation
and any present or future parent and/or subsidiary corporation of such
corporation (collectively referred to as the Company) to promote the financial
success and progress of the Company.  For purposes of the Plan, a parent
corporation and a subsidiary corporation shall be defined in sections 425(e) and
425(f) of the Internal Revenue Code of 1954, as amended (the Code).

     2.  ADMINISTRATION.  The Plan shall be administered by the Board of
Directors (the Board) and/or by a duly appointed committee of the Board having
such powers as shall be specified by the Board.  Any subsequent references to
the Board shall also mean the committee if it has been appointed.  All questions
of interpretation of the Plan or of any options granted under the Plan (an
Option) shall be determined by the Board, and such determinations shall be final
and binding upon all persons having an interest in the Plan and/or any Option.
Options may be either incentive stock options as defined in Section 422A of the
Code or nonqualified stock options.  All incentive stock options and
nonqualified stock options granted to an Optionee shall be set forth in separate
Options.

     3.  ELIGIBILITY.

          (a)  ELIGIBLE PERSONS.  The Options may be granted only to employees
(including officers) of the Company.  The Board shall, in its sole discretion,
determine which persons shall be granted Options (an Optionee).  A director of
the of the Company shall not be granted an Option unless the director is also an
employee of the Company.  An Optionee may, if he is otherwise eligible, be
granted additional Options.

          (b)  FAIR MARKET VALUE LIMITATION.  Notwithstanding any other
provisions in the Plan to the contrary, any Option which is designated as an
incentive stock option and is granted pursuant to the Plan on or after January
1, 1987 shall comply with the limitations set forth in section 422A(b)(7) of the
Internal Revenue Code of 1986 (the 1986 Code) (i.e., shall not become
exercisable at a rate faster than $100,000 per calendar year).  In the event an
Option is subsequently determined to have exceeded the foregoing limitation, the
Option shall be amended, if necessary, in accordance with applicable Treasury
Regulations and rulings to preserve, as the first priority, to the maximum
possible extent, the status of the Option as an incentive stock option and to
preserve, as a second priority, to the maximum possible extent, the total number
of shares subject to the Option.  Notwithstanding the above, the Board of
Directors shall have the authority, in its sole discretion, to amend the Plan to
eliminate the limitation set forth in the first sentence of this paragraph or
any limitation set forth in the Plan setting forth or otherwise designed to
comply with the provisions of section 441A(b)(8) of the Internal Revenue Code of
1954, as amended prior to the Tax Reform Act of 1986 (the 1954 Code), and/or to
grant Options which comply with either limitation referred to above but which do
not comply with both such limitations.

     4.  SHARES SUBJECT TO OPTION.  The maximum number of share which may be
issued under the Plan shall be 59,800,000 shares of the Company's authorized but
unissued common stock, subject to adjustment as provided in paragraph 7.  In the
event that any outstanding Option for any reason expires or is terminated and/or
shares subject to repurchase are repurchased by the


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Company, the shares of common stock allocable to the unexercised portion of
such Option or so repurchased may again be subjected to an Option.

     5.  TIME FOR GRANTING OPTIONS.  All options shall be granted, if at all, on
or before July 8, 2002.

     6.  TERMS, CONDITIONS AND FORM OF OPTIONS.  Subject to the provisions of
the Plan, the Board shall determine for each Option (which need not be
incidental) the number of shares for which the Option shall be granted, the
option price of the Option, the exercisability of the Option, whether the Option
is a nonqualified stock option or an incentive stock option, and all other terms
and conditions of the Option not inconsistent with this paragraph 6.  Options
granted pursuant to the Plan shall be evidenced by written agreements specifying
the number of shares covered thereby, in such form as the Board shall from time
to time establish, and shall comply with and be subject to the following terms
and conditions:

          (a)  OPTION PRICE.

               (i)  The option price for any incentive stock option shall be not
less than the fair market value as determined by the Board of the shares of
common stock of 3Com on the date of the granting of such Option, except that, as
to an Optionee who at the time the Option is granted owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company within the meaning of section 422A(b)(6) of the Code (a Ten Percent
Owner Optionee), the option price for any incentive stock option granted to the
Ten Percent Owner Optionee shall not be less than 110% of the fair market value
of the shares on the date the Option is granted.

               (ii)  The option price for any nonqualified stock option shall be
not less than 85% of the fair market value as determined by the Board of the
shares of common stock of 3Com on the date of granting of such Option.

          (b)  EXERCISE PERIOD OF OPTIONS.  The Board shall have the power to
set the time or times within which each Option shall be exercisable or the event
or events upon the occurrence of which all or a portion of each Option shall be
exercisable and the term of each Option; provided, however, that no Option shall
be exercisable after the expiration of ten (10) years from the date such Option
is granted, and provided further that no Option granted to a Ten Percent Owner
Optionee which is extended to be an incentive stock option shall be exercisable
after the expiration of five (5) years from the date such Option is granted.

          (c)  STOCKHOLDER APPROVAL.  An Option is not exercisable until such
time as the Plan is duly approved by the stockholders of the Company.

          (d)  PAYMENT OF OPTION PRICE.  Payment of the option price for the
number of shares being purchased shall be made (1) in cash, (2) by tender to the
Company of shares of the Company's common stock which (a) either has been owned
by the Optionee for more than one (1) year or was not acquired, directly or
indirectly from the Company, and (b) has a fair market value not less than the
option price, or (3) by such other consideration (including, without limitation,
the Optionee's promissory note) as the Board may approve at the time the Option
is granted.  Notwithstanding the foregoing, the Option may not be exercised by
the tender of the Company's common stock to the extent such tender of stock
would constitute a violation of the provisions of section 500 ET SEQ. of the
California Corporations Code, or the corresponding provisions of other
applicable law.  In the event the Board permits the exercise of an Option in
whole or in part by means of the Optionee's promissory note, the Board shall
determine the provisions of such note;

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provided, however, that the note shall not represent more than ninety-five
(95%) of the option price, the principal shall be due and payable not more
than four (4) years after the Option is exercised and interest shall be
payable at least annually and be at least equal to the minimum interest rate
to avoid imputed interest pursuant to section 483 of the Code.

          (e)  SEQUENTIAL EXERCISE LIMITATION.  Notwithstanding any other
provision of the Plan to the contrary, the Board of Directors shall have the
authority, in its sole discretion, to grant Options on or after January 1, 1987
designated as incentive stock options which are subject to any restrictions on
exercise set forth in the Plan setting forth or otherwise designed to comply
with the provisions of section 422A(b)(7) of the 1954 Code.

          (f)  OPTIONS NON-TRANSFERABLE.  During the lifetime of the Optionee,
the Option shall be exercisable only by said Optionee.  No Option shall be
assignable or transferable by the Optionee, except by will or by the laws of
descent and distribution.

          (g)  STANDARD OPTION TERMS.

               (i)  INCENTIVE STOCK OPTIONS.  Unless otherwise provided for the
Board in the grant of an Option, an Option designated by the Board as an
incentive stock option shall comply with and be subject to terms and conditions
set forth in the form of Incentive Stock Option Agreement attached hereto as
Exhibit A and incorporated herein by reference.

               (ii)  NONQUALIFIED STOCK OPTIONS.  Unless otherwise provided for
by the Board in the grant of an Option, an Option designated by the Board as a
nonqualified stock option shall comply with and be subject to the terms and
conditions set forth in the form of Nonqualified Stock Option Agreement attached
hereto as Exhibit B and incorporated herein by reference.

               (iii) AUTHORITY TO VARY TERMS.  The Board shall have the
authority from time to time to vary the terms of the option agreements set forth
as Exhibits A and/or B either in connection with the grant of an individual
Option or in connection with the authorization of a new standard form or forms;
provided, however, that the terms and conditions of such option agreements shall
be in accordance with the terms of the Plan.  Such authority shall include, but
not by way of limitation, the authority to grant Options that are not
immediately exercisable.

     7.  EFFECT OF CHANGE IN STOCK SUBJECT TO PLAN.  Appropriate adjustments
shall be made in the number and class of shares of stock subject to this Plan
and to any outstanding Options and in the exercise price of any outstanding
Options in the event of a stock dividend, stock split, reverse stock split or
like change in the capital structure of the Company.

     8.  TERMINATION OR AMENDMENT OF PLAN.  The Board may at any time terminate
or amend the Plan, provided that without stockholder approval there shall be (i)
no change in the maximum number of shares covered by the Plan (except by
operation of the provisions of Paragraph 7 above); (ii) no change in the class
of persons eligible to received Options; (iii) no reduction in the exercise
price at which Options may be granted; and (iv) no extensions to the periods
during which Options may be granted or exercised.

     9.   EFFECT OF PRIOR PLAN AS TO OUTSTANDING OPTIONS.  The Company has
heretofore adopted the 3Com Corporation Amended and Restated Incentive Stock
Option Plan (the Earlier Plan).  The Plan in all respects is independent of
and not a continuation or amendment of the Earlier Plan.  Accordingly, the
terms of the Earlier Plan shall remain in effect and apply to Options granted
pursuant to the Earlier Plan.

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     10.  CERTAIN TERMINATIONS WITHIN TWELVE MONTHS FOLLOWING A TRANSFER OF
CONTROL. In the event that, within twelve (12) months following a "Transfer
of Control" (as such term is defined in the Option Agreement) an Optionee's
employment with the "Participating Company Group" (as such term is defined in
the Option Agreement) is terminated involuntarily by his or her employer
other than for "Cause" (as defined herein), then such Optionee's Options
shall become fifty percent (50%) vested and exercisable as of the date of
such termination of employment.

     For this purpose, "Cause" means (i) an act of personal dishonesty taken by
the Optionee in connection with his or her responsibilities as an employee and
intended to result in substantial personal enrichment of the Optionee,
(ii) Optionee being convicted of a felony, (iii) a willful act by the Optionee
which constitutes gross misconduct and which is injurious to the Company,
(iv) following delivery to the Optionee of a written demand for performance from
the Company which describes the basis for the Company's reasonable belief that
the Optionee has not substantially performed his or her duties, continued
violations by the Optionee of the Optionee's obligations to the Company which
are demonstrably willful and deliberate on the Optionee's part.

     Notwithstanding the foregoing, nothing in this Plan or in the Option
Agreement modifies the "at-will" employment relationship of the Optionee, which
may be terminated at any time, with or without cause or notice, at the option of
either the Optionee or his or her employer.