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                                                                  Exhibit 10.23


                                3COM CORPORATION

                           DEFERRED COMPENSATION PLAN

              (AMENDED AND RESTATED EFFECTIVE AS OF JULY 15, 2003)

         THIS 3COM CORPORATION DEFERRED COMPENSATION PLAN (the "Plan") is
amended and restated effective as of July 15, 2003, by 3Com Corporation, a
California corporation ("3Com"), for the purpose of providing supplemental
retirement benefits to Company Executives and their beneficiaries in
consideration of services rendered to the Company and as an inducement for their
continued services in the future.

                                    ARTICLE I

                                   DEFINITIONS

         Whenever used herein, the masculine pronoun shall be deemed to include
the feminine, and the singular to include the plural, unless the context clearly
indicates otherwise, and the following definitions shall govern the Plan:

         1.1 "BENEFICIARY" means one, some, or all (as the context shall
require) of those persons, trusts or other entities entitled to receive benefits
which may be payable hereunder upon Executive's death as determined under
Article VI.

         1.2 "BENEFITS" means the amount(s) credited to Executive's Deferral
Account.

         1.3 "BOARD OF DIRECTORS" or "BOARD" means the Board of Directors of
3Com Corporation.

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

         1.5 "COMMITTEE" means an independent Committee appointed by the
Compensation Committee of the Board to administer this Plan and to take such
other actions as may be specified herein.

         1.6 "COMPANY" means 3Com and any present or future parent corporation
or subsidiary corporation of 3Com which the Board determines should be included
in the Plan. For purposes of the Plan, a parent corporation and a subsidiary
corporation shall be as defined in sections 424(e) and 424(f) of the Code.

         1.7 "COMPANY CONTRIBUTION" 1.12 means a contribution made on behalf of
an Executive by the Company as specified in Section 3.5 hereof.

         1.8 "CREDITED INVESTMENT RETURN (LOSS)" means the hypothetical
investment return which shall be credited to the Executive's Deferral Account
pursuant to Article IV.


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         1.9 "DEFERRAL ACCOUNT" means the book entry account established under
the Plan for each Executive to which shall be credited (debited) the Executive's
Salary Deferrals and the Company Contributions, if any, made pursuant to Article
III and the Executive's Credited Investment Return (Loss) determined under
Article IV and which shall be reduced by any distributions made to Executive and
any charges which may be imposed on such Deferral Account pursuant to the terms
of the Plan.

         1.10 "DISTRIBUTION DATE" means the date on which distribution of an
Executive's Benefits is made or commenced pursuant to Section 5.

         1.11 "EARLY BENEFIT DISTRIBUTION DATE" means the date elected by an
Executive for the early distribution of Benefits, as provided in Section 5.1(b).

         1.12 "EFFECTIVE DATE" means August 1, 1995.

         1.13 "ELECTION" means the form of Salary Deferral Election as may be
prescribed by the Committee and as may be modified from time to time.

         1.14 "EMPLOYMENT" means, in the case of an Executive who is an Outside
Director, such individual serving as a member of the Board, and for all other
Executives, employment.

         1.15 "ENTRY DATE" shall mean January 1 of each year.

         1.16 "EXECUTIVE" means a highly compensated or key management employee
of the Company, including Outside Directors, who has been designated by the
Committee as eligible to participate in this Plan and who has elected to
participate in the Plan by executing a Salary Deferral Election or who receives
a Company Contribution pursuant to Section 3.5 hereof.

         1.17 "INITIAL ENTRY DATE" shall mean the first day of the month
following the date an Executive is first designated as eligible to participate
in the Plan, or, if later, the Effective Date. Notwithstanding the foregoing, if
an Executive is an Outside Director, such Executive's Initial Entry Date may not
be prior to January 1, 2003.

         1.18 "OUTSIDE DIRECTOR" shall mean a director who is not otherwise
employed by the Company.

         1.19 "PLAN" shall mean this 3Com Corporation Deferred Compensation
Plan, as it may be amended from time to time.

         1.20 "PLAN YEAR" means the calendar year.

         1.21 "SALARY DEFERRAL AMOUNT" means the Salary Deferral Amount which
Executive elects to contribute pursuant to Article III.

         1.22 "TERMINATION EVENT" means the termination of the Executive's
Employment with the Company for any reason, the Executive's death or Total
Disability. Notwithstanding the foregoing,


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the change of status of an Outside Director to that of an employee of the
Company shall not be considered a Termination Event.

         1.23 "3COM" means 3Com Corporation, a California corporation.

         1.24 "TOTAL DISABILITY" means the inability of the Executive to engage
substantially in his or her normal duties for the Company on account of physical
or mental impairment for a period of at least one (1) year. A Total Disability
shall not occur for purposes of this Plan until the end of the one (1) year
period of disability.

         1.25 "TRUST" means the legal entity created by the Trust Agreement.

         1.26 "TRUST AGREEMENT" means that trust agreement entered into between
3Com and Charles Schwab Trust Company, a copy of which is attached hereto as
EXHIBIT A, as it may be amended from time to time.

         1.27 "TRUSTEE" means the original Trustee(s) named in the Trust
Agreement and any duly appointed successor to successors thereto.

                                   ARTICLE II

                                   ELIGIBILITY

         2.1 ELIGIBILITY. Eligibility for participation in the Plan shall be
limited to key management or highly compensated employees of the Company,
including Outside Directors, who are selected by the Committee, in its sole
discretion, to participate in the Plan. Individuals who are in this select group
shall be notified as to their eligibility to participate in the Plan.

         2.2 COMMENCEMENT OF PARTICIPATION. An Executive may begin participation
in the Plan upon Executive's Initial Entry Date or any Entry Date thereafter,
subject to the submission of a Salary Deferral Election pursuant to Article III.
The Salary Deferral Election must be returned to the Company in advance of the
Executive's Initial Entry Date or Entry Date in accordance with such rules and
procedures as may be established by the Committee. An Executive may also begin
participation in the Plan without submitting a Deferral Election upon the date
on which a Company Contribution is made pursuant to Section 3.5 hereof.

         2.3 CESSATION OF PARTICIPATION. Active participation in the Plan shall
end when an Executive's Employment terminates for any reason. No contributions
to the plan shall be made with respect to compensation paid after such
termination date. Upon termination of Employment or discontinuance of all Salary
Deferrals, an Executive shall remain an inactive participant in the Plan until
all of the Benefits to which he or she is entitled thereunder have been paid in
full.


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                                   ARTICLE III

         SALARY AND BONUS DEFERRAL CONTRIBUTIONS; COMPANY CONTRIBUTIONS

         3.1 SALARY DEFERRALS.

             (a) As of the Executive's Entry Date through and until the time
that Executive elects otherwise in accordance with the provisions of Sections
3.1(b) and 3.1(c), the Executive agrees to irrevocably reduce his or her salary
by the amount (or percentage) set forth in a Salary Deferral Election duly
executed and filed with the Company (the "Salary Deferral Amount"), subject,
however, to the provisions of Section 3.4 below. The Salary Deferral Amount
shall not be paid to the Executive, but shall be withheld from the Executive's
salary and an amount equal to the Salary Deferral Amount shall be credited to
the Executive's Deferral Account.

             (b) The Executive may, at any time, amend his or her Salary
Deferral Election to cease salary deferrals pursuant to the Plan, upon written
notice to the Committee. Any such amendment shall be in such form as the
Committee may specify and shall be effective on the first day of the next month
following the date such amendment is made, provided the amendment is filed prior
to such effective date in accordance with such rules as the Committee may
establish.

             (c) The Executive may amend his or her Salary Deferral Election to
increase or decrease (other than a complete cessation) his or her Salary
Deferral Amount. Any such amendment shall be in writing or on such form as the
Committee may specify and shall be effective on the first day of the next Plan
Year following the date such amendment is made, provided the amendment is filed
prior to such date in accordance with such rules as the Committee may establish.

             (d) Except as otherwise provided in Sections 3.1(b) and 3.1(c)
above and subject to the provisions of Sections 5.3 and 5.4, below, the
Executive's Election to reduce his or her salary shall continue in effect until
the occurrence of a Termination Event.

             (e) Any such Salary Deferral Election or amended Salary Deferral
Election shall apply only to salary earned after the effective date of such
Salary Deferral Election.

         3.2 SALARY DEFINED. For the purpose of determining an Executive's
Salary Deferral Amount, "salary" shall mean, in the case of an Outside Director,
such Executive's annual retainer and meeting fees, and in the case of all other
Executives, such Executive's base salary, commissions and the annual bonus, if
any, paid to the Executive.

         3.3 LIMITATIONS ON DEFERRALS. A Participant's Salary Deferral Amount
shall be limited as follows:

             (a) The Salary Deferral Amount elected by the Executive shall be
reduced by the amount(s), if any, which may be necessary

                 (i) To satisfy all applicable income and employment tax
withholding and FICA contributions;


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                 (ii) To pay all contributions elected by the Executive pursuant
to 3Com's employee stock purchase plan, and other fringe benefit programs; and

                 (iii) To satisfy all garnishments or other amounts required to
be withheld by applicable law or court order.

             (b) Any withholding or salary deferral elections made under 3Com's
401(k) Plan shall be determined based on the Executive's compensation after
reduction for the Salary Deferrals made pursuant to the Plan.

         3.4 NO WITHDRAWAL. Except as provided in Sections 5.3 and 5.4 below,
the Deferral Amounts may not be withdrawn by Executive and shall be paid only in
accordance with the provisions of this Plan.

         3.5 COMPANY CONTRIBUTIONS. The Company may, in its sole discretion,
make a Company Contribution to a Deferral Account on behalf of an Executive,
subject to such vesting and distribution conditions and limitations as the
Company, in its sole discretion, shall impose. To the extent such Company
Contributions do not vest, corresponding debits will be made to a Participant's
account, including any earnings on such forfeited amounts. To the extent such
Company Contributions do vest, or otherwise become subject to employment taxes,
a debit equal to the amount of any related employee-side employment taxes
remitted by the Company shall be made to a Participant's account.

                                   ARTICLE IV

             CREDITED INVESTMENT RETURN (LOSS) ON DEFERRAL ACCOUNTS

         4.1 DEFERRAL ACCOUNT.

             (a) A Deferral Account shall be established and maintained for each
Executive which shall be credited (debited) with such Executive's Salary
Deferral Amounts, Company Contributions (if any) and the Credited Investment
Return (Loss) as determined under this Article IV. The Executive's Deferral
Account shall be charged with distributions therefrom and any charges which may
be imposed on the Deferral Account pursuant to the terms of the Plan.

         4.2 CREDITED INVESTMENT RETURN (LOSS).

             (a) Each Executive's Deferral Account shall be credited monthly, or
more frequently as the Committee may specify, with the Credited Investment
Return (Loss) attributable to his or her Deferral Account. The Credited
Investment Return (Loss) is the amount which the Executive's Deferral Account
would have earned if the amounts credited to the Deferral Account had, in fact,
been invested in the Deemed Investment Options, in accordance with the
Executive's Deemed Investment Elections.

             (b) The Committee shall designate Deemed Investment Options. The
Committee shall specify the particular funds which shall constitute Deemed
Investment Options, and may, in its


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sole discretion, change or add to the Deemed Investment Options; provided,
however, that the Committee shall notify Executives of any such change prior to
the effective date thereof.

         4.3 DEFERRED INVESTMENT OPTIONS. Each Executive may select among the
Deemed Investment Options and specify the manner in which his or her Deferral
Account shall be deemed to be invested for purposes of determining Executive's
Credited Investment Return (Loss) (the "Deemed Investment Election"). The
Committee shall establish and communicate the rules, procedures and deadlines
for making and changing Deemed Investment Elections.

                                    ARTICLE V

                                    BENEFITS

         5.1 (a) TIMING OF DISTRIBUTION. The amounts credited to Executive's
Deferral Account shall be paid (or payment shall commence) within a reasonable
time after the earlier to occur of (i) the Early Benefit Distribution Date, if
the Executive elected an Early Benefit Distribution, or (ii) a Termination
Event.

             (b) EARLY BENEFIT DISTRIBUTION.

                 (i) Executive may elect an Early Benefit Distribution. Such
Early Benefit Distribution Election shall be made on Executive's initial Salary
Deferral Election or in such other manner as the Committee shall specify. Such
Early Benefit Distribution Election shall specify an Early Benefit Distribution
Date which shall be no less than one year from the date such Early Benefit
Distribution Election is made. Except as otherwise provided in this Article V,
the Early Benefit Distribution shall be irrevocable and shall apply to all
Salary Deferrals made by Executive under the Plan.

                 (ii) An Executive may amend or revoke an Early Benefit
Distribution Election by filing a written amendment or revocation at least
twelve months prior to the earlier of (A) the Early Benefit Distribution Date
previously elected; and, in the case of an amendment, (B) the date distribution
of Executive's Benefit under the Plan are to be made or commenced after giving
effect to such Early Benefit Distribution Election amendment. Only one such
amendment or revocation may be made by an Executive.

             (c) TERMINATION EVENT. The Executive's Benefits shall be
distributed, or distribution shall commence, upon Executive's termination of
Employment with the Company, death or Total Disability, if the Executive does
not have an Early Benefit Distribution Election in effect, or if such
Termination Event occurs prior to the Executive's Early Benefit Distribution
Date.

         5.2 (a) METHOD OF DISTRIBUTION. An Executive's Deferral Accounts shall
be paid in one of the following methods specified in his or her most recent
Election filed with the Committee at least six (6) months prior to the
Distribution Date: (i) a single lump sum payment; or (ii) substantially equal
annual installments over a period not to exceed five (5) years.

             (b) DISTRIBUTION ELECTION. The Executive may designate the method
of distribution ("Distribution Election") on any Salary Deferral Election filed
pursuant to the Plan and may amend


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any such Distribution Election by filing a new Distribution Election in writing
or on such form as the Committee may prescribe at least six (6) months prior to
the distribution (or commencement of distribution) of Benefits. However, any
amendment which is filed within six (6) months of the Distribution Date shall be
null and void.

             (c) DEATH BENEFITS. In the event the Executive dies before his or
her Benefits have been fully distributed, the Executive's benefits shall be paid
to his or Beneficiary in accordance with Executive's Distribution Election.

             (d) NON-ELECTION. If no Distribution Election has been properly
made prior to the Distribution Date, the Executive's Benefits will be
distributed in a single lump sum.

         5.3 FINANCIAL HARDSHIP. Notwithstanding the foregoing, with the consent
of the Committee, an Executive may withdraw up to one hundred percent (100%) of
the amount credited to his or her Deferral Account as may be required to meet
unforeseeable emergency of the Executive, provided that the entire amount
requested by the Executive is not reasonably available from other resources of
the Executive.

             (a) The withdrawal must be necessary to satisfy the unforeseeable
emergency and no more may be withdrawn from the Executive's Deferral Account
than is required to relieve the financial need after taking into account other
resources that are reasonably available to the Executive for this purpose.

             (b) The Executive must certify that the financial need cannot be
relieved: (i) through reimbursement or compensation by insurance or otherwise;
(ii) by reasonable liquidation of the Executive's assets, to the extent such
liquidation would not itself cause an immediate and heavy financial need; (iii)
by discontinuing the Executive's Salary Deferrals; or (iv) by borrowing from
commercial sources on reasonable commercial terms.

             (c) An Executive shall be prohibited from making any further Salary
Deferrals pursuant to the Plan for the remainder of the Plan Year in which a
withdrawal occurs pursuant to this Section 5.3.

         5.4 EARLY WITHDRAWAL. Notwithstanding any other provision of the Plan,
the Executive may withdraw up to ninety percent (90%) of the amount credited to
the Executive's Deferral Account and the amount so withdrawn shall be paid in a
single lump sum. Upon such withdrawal, the remaining ten percent (10%) of the
Executive's Deferral Account shall be forfeited and the Executive shall have no
further right thereto. An Executive shall be prohibited from making any further
Salary Deferrals pursuant to the Plan for the remainder of the Plan Year in
which a withdrawal occurs pursuant to this Section 5.4.

         5.5 TAX WITHHOLDING. All payments under this Article V shall be subject
to all applicable withholding for state and federal income tax and to any other
federal, state or local tax which may be applicable thereto.


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                                   ARTICLE VI

                                  BENEFICIARIES

         6.1 DESIGNATION OF BENEFICIARY. The Executive shall have the right to
designate on such form as may be prescribed by the Committee, a Beneficiary to
receive any Benefits due under Article V which may remain unpaid at the
Executive's death and shall have the right at any time to revoke such
designation and to substitute another such Beneficiary.

         6.2 NO DESIGNATED BENEFICIARY. If, upon the death of the Executive,
there is no valid designation of Beneficiary, the Beneficiary shall be the
Executive's estate.

                                   ARTICLE VII

                        TRUST OBLIGATION TO PAY BENEFITS

         7.1 DEFERRALS HELD IN TRUST. An amount equal to Salary Deferral Amounts
of the Executive shall be transferred to the Trustee within thirty (30) days
after the applicable pay period to be held pursuant to the terms of the Trust
Agreement.

         7.2 BENEFITS PAID FROM TRUST. All benefits payable to Executive
hereunder shall be paid by the Trustee to the extent of the assets held in the
Trust by the Trustee, and by the Company to the extent the assets in the Trust
are insufficient to pay an Executive's Benefits as provided under this Plan.

         7.3 TRUSTEE INVESTMENT DISCRETION. The Deemed Investment Options shall
be for the sole purpose of determining the Credited Investment Return (Loss) and
neither the Trustee nor the Company shall have any obligation to invest the
Executives' Salary or Bonus Deferrals in the Deemed Investment Options or in any
other investment.

         7.4 NO SECURED INTEREST. Except as otherwise provided by the Trust
Agreement, the assets of the Trust, shall be subject to the claims of creditors
of the Company and neither any Executive nor any Beneficiary shall have any
legal or equitable interest in such assets or policies, or any other asset of
the Company. The Executive is a general unsecured creditor of the Company with
respect to the promises of the Company made herein, except as otherwise
expressly provided by the Trust Agreement.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1 The right of any Executive, any Beneficiary, or any other person to
the payment of any benefits under this Plan shall not be assigned, transferred,
pledged or encumbered.

         8.2 This Plan shall be binding upon and inure to the benefit of the
Company, its successors and assigns and the Executive and his or her heirs,
executors, administrators and legal representatives.


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         8.3 Nothing contained herein shall be construed as conferring upon any
Executive the right to continue in the employ of the Company as an employee.

         8.4 If the Company, the Executive, any Beneficiary, or a successor in
interest to any of the foregoing, brings legal action to enforce any of the
provisions of this Plan, the prevailing party in such legal action shall be
reimbursed by the other party, the prevailing party's costs of such legal action
including, without limitation, reasonable fees of attorneys, accountants and
similar advisors and expert witnesses.

         8.5 Any dispute or claim relating to or arising out of this Plan shall
be fully and finally resolved by binding arbitration conducted by the American
Arbitration Association in Santa Clara County, California.

         8.6 This Plan shall be construed in accordance with and governed by the
laws of the State of California.

         8.7 This Plan constitutes the entire understanding and agreement with
respect to the subject matter contained herein, and there are no agreements,
understandings, restrictions, representations or warranties among any Executive
and the Company other than those as set forth or provided for herein.

         8.8 (a) This Plan may be amended by 3Com at any time in its sole
discretion by resolution by its Board; provided, however, that no amendment may
be made which would alter the irrevocable nature of an Election or which would
reduce the amount credited to an Executive's Deferral Account on the date of
such amendment; and provided further that no amendment which would affect the
Trustee's obligation may be made without the Trustee's consent.

             (b) Notwithstanding the foregoing paragraph or any other provision
in this Plan to the contrary, 3Com reserves the right to terminate the Plan in
its entirety at any time upon fifteen (15) days notice to the Executives. If the
Plan is terminated, all benefits shall be paid pursuant to the provisions of
Section 5.2(a) as if such Executive had voluntarily terminated Employment on the
date of Plan termination. Any amounts remaining in the Trust after all benefits
have been paid shall revert to the Company.

         IN WITNESS WHEREOF, 3Com has caused this Plan to be amended and
restated by a duly authorized officer effective as of July 15, 2003. This Plan
was originally effective as of the Effective Date.

                                        3COM CORPORATION



                                        By:
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