Exhibit 10.5

3COM CORPORATION    DIRECTOR STOCK OPTION PLAN

(As Amended by the Board December 13, 2000)

Section 1.Purpose.It is the purpose of this Director Stock Option Plan (the "Plan") to enable
3Com Corporation (the "Company") and its subsidiaries to retain and provide incentives to outside directors by offering them an opportunity to acquire a proprietary interest in the Company.

Section
2.Eligibility and Administration.Eligible participants shall be limited to outside directors of the Company
and its subsidiaries. The Plan shall be administered by a committee of the Company's Board of Directors (the "Board") consisting of its directors who are also employees of the Company. The Board and
such committee are both referred to as the Board and the committee shall have all the powers of the Board hereunder, including, without limitation, the authority to, from time to time, establish
guidelines (the "Guidelines") that determine the number of shares to be subject to the options granted under the Plan, subject to the per option limits set forth in Sections 4(b) and 4(c) and the
restriction on amendment of the Guidelines set forth in Section 9. The Guidelines must provide that on each grant date, the number of shares of Common Stock subject to each option automatically
granted pursuant to Section 4(b) or 4(c), as the case may be, shall be equal for each eligible participant, subject to distinctions based on the outside director's position as Chairman of the
Board, designation as the "lead" outside director, and service on Board committees. All questions of interpretation of the Plan or of any option shall be determined by the Board, and such
determinations shall be final and binding upon all persons having an interest in the Plan or such option.

Section
3.Shares Subject to Plan.



Section
4.Rights Issuable Under the Plan.



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Section
5.Consideration.The exercise price for Options shall be payable by (i) delivery of cash or check,
(ii) tender of shares of Common Stock having a fair market value equivalent to the purchase or exercise price, or (iii) delivery of a promissory note payable to the Company; provided,
however, that the Board may impose at the time of any grant of rights hereunder such restrictions on the exchange of Common Stock or delivery of a promissory note as the Board may deem appropriate or
necessary and that any promissory note shall be secured by such collateral as is required by the attached form of Nonqualified Stock Option Agreement, or as the Board shall otherwise determine at the
time of grant.

Section
6.Exercise Price.The exercise price payable upon exercise of any Option shall be at least equal to the fair
market value of a share of Common Stock as determined by the Board on the date of grant.

Section
7.Limitation on Exercisability.No right granted hereunder shall be exercisable for a period of more than ten
years after the date of grant.

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Section 8.Restriction on Transfer of Options.No Option may be transferred in any manner whatsoever, other than by the
laws of descent and distribution. Options may be exercised during the lifetime of the optionee only by the optionee.

Section
9.Termination or Amendment.The Board, including any duly appointed committee of the Board, may terminate or
amend the Plan at any time; provided, however, that without the approval of the shareholders of the Company, there shall be (a) no increase in the total number of shares of stock
covered by the Plan (except by operation of the provision of Section 3, above), and (b) no expansion in the class of persons eligible to receive Options. In any event, no amendment may
adversely affect any then outstanding Option, or any unexercised portion thereof, without the consent of the optionee.

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