UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement
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3COM CORPORATION

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350 Campus Drive, Marlborough, Massachusetts 01752
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held September 24, 2008

Dear Stockholder:

     We cordially invite you to attend our Annual Meeting of Stockholders, which will be held on Wednesday, September 24, 2008 at 7:00 a.m. local time at the Shangri-La Hotel, 29 Zizhuyuan Road, Beijing 100089, People’s Republic of China (PRC). The purpose of the meeting is to:

	1.		Elect Messrs. Benhamou, DiCamillo, Long and Sege as Class II directors, each to hold office for a two-year term;
	2.		Approve amendments to the 2003 Stock Plan;
	3.		Approve an increase in the share reserve under the 1984 Employee Stock Purchase Plan;
	4.		Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 2009;
	5.		Take action on a stockholder proposal requesting stock options granted to senior executives be “performance-based”, if properly presented at the meeting;
	6.		Take action on a stockholder proposal related to the declassification of 3Com’s board of directors, if properly presented at the meeting; and
	7.		Transact such other business as may properly come before the meeting in accordance with 3Com’s bylaws.

     You are entitled to vote your 3Com common stock if our records showed that you held your shares as of the close of business on August 1, 2008. For ten days before the meeting, you can examine a list of the stockholders entitled to vote at the meeting for any purpose germane to the meeting during regular business hours at H3C, Oriental Electronic Bldg., No. 2 Chuangye Rd., Shangdi Communication Industry Base, Haidian District, Beijing 100085, PRC. The list will also be available during the meeting. For the convenience of our U.S.-based investors we will provide remote participation for our meeting at our worldwide headquarters, 3Com Corporation, 350 Campus Drive, Marlborough, MA, at the time of the meeting, which is 7:00 p.m., Marlborough, MA-time, on Tuesday, September 23, 2008.

IMPORTANT: Please complete, date, sign and promptly mail the enclosed proxy card in the accompanying postage-paid envelope, or submit your proxy by telephone or the Internet. If you attend the meeting, you may revoke your proxy and vote in person if you are a registered holder or a beneficial holder with an acceptable omnibus proxy from the record holder.

350 Campus Drive
Marlborough, Massachusetts 01752

PROXY STATEMENT

     Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on September 24, 2008. The Proxy Statement is available at www.proxyvote.com.

     Your vote is very important. For this reason, our Board of Directors is requesting that you allow your common stock to be represented at the annual meeting by the proxies named on the enclosed proxy card. This solicitation is being made, and this proxy statement and form of proxy are being sent to you, in connection with the Board’s request. These materials have been prepared for the Board by our management.

     The annual meeting of stockholders will be held on Wednesday, September 24, 2008 at 7:00 a.m. local time at the Shangri-La Hotel, 29 Zizhuyuan Road, Beijing 100089, People’s Republic of China. Remote participation for the annual meeting will be provided at our worldwide headquarters, 350 Campus Drive, Marlborough, MA, at the time of the meeting, which is 7:00 p.m., Marlborough, MA-time, on Tuesday, September 23, 2008. For directions to the annual meeting in Beijing or to the remote participation site, please call (508) 323-1198.

     Our principal executive offices are located at 350 Campus Drive, Marlborough, Massachusetts 01752 and our telephone number is (508) 323-1000. This proxy statement and form of proxy are first being sent to our stockholders on or about August 14, 2008.

GENERAL INFORMATION

     Our Financial Information. Our financial statements and related information are included in our Annual Report on Form 10-K, which is enclosed with this proxy statement.

     Who Can Vote. You are entitled to vote your 3Com common stock if our records showed that you held your shares as of the close of business on August 1, 2008. We refer to this date as the “Record Date.” At the close of business on the Record Date, a total of 405,282,768 shares of common stock were issued and outstanding. You may vote in person or by proxy. Each share of 3Com common stock is entitled to one vote. There is no cumulative voting in the election of our directors.

     Cost of this Proxy Solicitation. We will pay the cost of soliciting proxies. In addition to soliciting stockholders by mail and through our regular employees, we will request banks, brokers and other nominees to solicit their customers who hold our stock in street name and will reimburse them for their reasonable, out-of-pocket costs. We may also ask our officers, directors and others to solicit proxies, personally or by telephone, facsimile or electronic mail. None of these individuals will receive any additional or special compensation for soliciting proxies. We have retained Georgeson Inc., or Georgeson, to assist in the solicitation. We will pay Georgeson approximately $13,500 plus reasonable out-of-pocket expenses for its assistance. In addition, we will indemnify Georgeson against any losses arising out of that firm’s proxy soliciting services on our behalf. We may retain additional proxy solicitation firms to assist in the solicitation of proxies. We will bear all reasonable solicitation fees and expenses if such a firm or firms is retained.

     Voting Your Proxy. If you hold your common stock in street name through a bank, broker or other nominee, you will receive instructions from your bank, broker or other nominee that you must follow to vote your shares. If you hold your shares in your own name as a holder of record, you may vote by signing, dating and mailing the proxy card in the postage-paid envelope that we have provided to you with this proxy statement, or submit your proxy by telephone or the Internet. If you attend the meeting, you may revoke your proxy and vote in person if you are a registered holder or a beneficial holder with an acceptable omnibus proxy from the record holder. The proxy holders will vote your shares as you instruct. If you sign and return a proxy card without specific voting instructions, your shares will be voted as recommended by our Board on all proposals described in this proxy statement and in the discretion of the proxy holders as to any other matters that may properly come before the annual meeting. The Board recommends that you vote “FOR” the election of Messrs. Benhamou, DiCamillo, Long and Sege as Class II directors, “FOR” the amendments to the 2003 Stock Plan, “FOR” the increase in share reserve under the 1984 Employee Stock Purchase Plan by 8,000,000 shares, “FOR” the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ended May 2009, “AGAINST” the stockholder proposal requesting stock options granted to senior executives be “performance-based” and “AGAINST” the stockholder proposal requesting that 3Com’s board of directors be declassified.

     Revoking Your Proxy. To revoke your proxy if you are a holder of record, you must advise our Secretary in writing before the meeting, deliver a validly executed proxy with a later date that we receive prior to the meeting, or attend the meeting and vote your shares in person. You may revoke your proxy at any time before your shares are voted.

     Quorum and Vote Required. The annual meeting will be held if a majority of the outstanding common stock entitled to vote is represented at the meeting (a “quorum”). Shares that are voted “FOR,” “AGAINST,” “ABSTAIN” or “WITHHELD” on a matter, and broker non-votes, are treated as being present at the meeting for purposes of establishing a quorum.

     The total votes cast on a matter shall be equal to the aggregate of all shares that are voted “FOR,” “AGAINST,” or “WITHHELD” on such matter (the “Votes Cast”).

     Proposal one (election of directors) shall be determined by a plurality of the Votes Cast. All other proposals shall be determined by a majority of the Votes Cast, which means that a majority of the Votes Cast must be voted “FOR” the proposal in order for it to pass.

     Abstentions and Broker Non-Votes. Except as described in the last paragraph of this section, shares may be voted “ABSTAIN” (“abstentions”) and the company may receive what is termed as “broker non-votes.” A broker non-vote occurs when a broker submits a proxy card with respect to shares of common stock held in a fiduciary capacity (typically referred to as being held in “street name”), but cannot vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote such shares on routine matters, such as the proposals for the election of directors and ratification of independent auditors, but not on non-routine matters, such as all the other proposals in this Proxy Statement.

     Abstentions and broker non-votes are considered present for determining whether a quorum exists. Abstentions and broker non-votes, however, are not counted for determining Votes Cast. This has the effect of reducing the number of “FOR” votes required to pass a proposal because these votes are not considered at all in the calculation of whether a majority of Votes Cast has been achieved.

     Abstentions and broker non-votes are applicable to all proposals except (1) neither is applicable to the proposal for election of directors, and (2) broker non-votes are not applicable to the proposal for ratification of our independent auditor.

     Householding of Proxy Materials. In an effort to reduce printing costs and postage fees, we have adopted a practice approved by the Securities and Exchange Commission called “householding.” Under this practice, stockholders who have the same address and last name will receive only one copy of our proxy materials, unless one or more of these stockholders notifies us that he or she wishes to continue receiving individual copies. Stockholders who participate in householding will continue to receive separate proxy cards.

     If you share an address with another stockholder and received only one set of proxy materials and would like to request a separate copy of these materials, please (1) mail your request to 3Com, 350 Campus Drive, Marlborough, MA 01752, Attn: Investor Relations, or (2) call our Investor Relations department at (508) 323-1198. Similarly, you may contact us if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future.

PROPOSAL 1:
ELECTION OF DIRECTORS

     Our bylaws authorize the Board to fix the number of directors. The exact number of directors is currently fixed at seven (7). Our Board is divided into two classes, with the classes serving for staggered two-year terms. Class II currently has five (5) members and Class I currently has two (2) members. Dr. Raj Reddy, a Class II member, is scheduled to retire upon the expiration of his current term at the 2008 annual meeting due to the mandatory retirement provision set forth in the Board Guidelines on Corporate Governance Issues described in this Proxy Statement. Accordingly, our Board has taken action such that immediately prior to our 2008 Annual Meeting, the size of our board will decrease to six (6) members, with four (4) Class II members and two (2) Class I members. Our Nominating and Governance Committee is actively searching for a replacement for Dr. Reddy to serve as an independent outside director (as such term is defined by The Nasdaq Stock Exchange, LLC and leading proxy advisory firms). The Nominating and Governance Committee has engaged an independent outside search firm to assist it in conducting this international search for a new Board member. Upon nomination of a suitable member, which we believe will be accomplished promptly after the shareholders’ meeting, our Board of Directors would enlarge the size of the Board to seven (7) members and elect the individual to fill the director vacancy. In accordance with our by-laws and other governing documents, any newly-appointed director filling a vacancy by enlargement of the board will be up for election at the next annual meeting of shareholders.

     You may not vote for more than four (4) nominees at the annual meeting. Each of the four Class II directors to be elected at the 2008 annual meeting are to be elected to hold office until the 2010 annual meeting and until his successor has been duly elected and qualified or his earlier death, resignation or removal.

     The Board’s nominees as Class II directors are Messrs. Benhamou, DiCamillo, Long and Sege. If a nominee declines to serve or becomes unavailable for any reason, the proxies may be voted for such substitute nominee as the Board may designate. The Board believes that all nominees are willing and able to serve if elected.

VOTE REQUIRED

     Directors will be elected by a plurality of the Votes Cast at the meeting and therefore votes withheld will not have an effect on this proposal. This means that the four nominees receiving the highest number of votes will be elected as Class II directors. Assuming a quorum is present, abstentions and broker non-votes will have no effect on the election of directors as they are not applicable to this proposal. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” MESSRS. BENHAMOU, DICAMILLO, LONG AND SEGE.

NOMINEES AND OTHER DIRECTORS

     The following table sets forth the name, age, principal occupation during the past five years and the period of service as a director of 3Com Corporation (the “Company” or “3Com”) of each (1) nominee, (2) director whose term of office will continue after the annual meeting, and (3) director whose term of office will expire at the annual meeting (and will not continue). Each nominee currently serves as a director. There are no family relationships among any directors or executive officers.

Nominees for Election
Eric A. Benhamou Director since 1990 Age 52		Mr. Benhamou has been our Chairman of the Board since July 1994. Since June 2005, this position has been in a non-employee capacity. Mr. Benhamou served as Chief Executive Officer of Palm, Inc. from October 2001 to October 2003. Mr. Benhamou served as our Chief Executive Officer from September 1990 to January 2001 and President from April 1990 through August 1998. Mr. Benhamou is currently Chairman and Chief Executive Officer of Benhamou Global Ventures, LLC, an investment vehicle he formed in 2004. Mr. Benhamou is also Chairman of the Board of Cypress Semiconductor Corporation, and a director of RealNetworks, Inc., SVB Financial Group and Voltaire, Inc. Mr. Benhamou also serves on the Executive Committee of TechNet.
Gary T. DiCamillo Director since 2000 Age 57		Mr. DiCamillo has been the President and Chief Executive Officer of GW Premier America, Inc. (formerly known as American Crystal, Inc.), a group of privately-held technical, professional and commercial staffing companies, since September 2005. Prior to that, he was President and Chief Executive Officer of TAC Worldwide Companies, a large privately-held technical and professional staffing company, from 2002 to 2005. Prior to that, Mr. DiCamillo was Chairman and Chief Executive Officer of Polaroid Corporation, a position he held from 1995 through 2002. Prior to joining Polaroid, Mr. DiCamillo served as Group Vice President of the Black & Decker Corporation and President of its Worldwide Power Tools and Accessories business from 1993 to 1995. Mr. DiCamillo is a director of Whirlpool Corporation.
James R. Long Director since 2000 Age 65		Mr. Long retired from his position as Executive Vice President of Nortel Networks, a global leader in telephony, data, wireless and wireline solutions for the Internet, in December 1999, a position he held since 1994. Mr. Long also served as President of Enterprise Solutions of Nortel Networks from 1997 through 1999, President of Nortel World Trade, based in London and Hong Kong, from 1994 through 1997, and Senior Vice President of Nortel’s Asia Pacific Division from 1992 to 1994. Mr. Long is a director of Cypress Semiconductor Corporation.

Ronald A. Sege Director since 2008 Age 51		Mr. Sege has been our President and Chief Operating Officer and a member of our Board of Directors since April 2008. Mr. Sege most recently served as President and Chief Executive Officer of Tropos Networks, Inc. a provider of wireless broadband networks, from 2004 to 2008. He is currently a member of Tropos’ Board of Advisors. Prior to Tropos, Mr. Sege was President and Chief Executive Officer of Ellacoya Networks, Inc. a provider of broadband service optimization solutions based on deep packet inspection technology, from 2001 to 2004. Prior to Ellacoya, Mr. Sege was Executive Vice President of Lycos, Inc., an internet search engine, from 1998 to 2001. Prior to Lycos, Mr. Sege spent nine years at 3Com Corporation, from 1989 to 1998, serving in a variety of senior management roles including Executive Vice President, Global Systems Business Unit. Mr. Sege holds an MBA from Harvard University and a BA from Pomona College.
Continuing Directors
Robert Y. L. Mao Director since 2007 Age 64		Mr. Mao has been our Chief Executive Officer since April 2008 and a member of our Board of Directors since March 2007. Prior to his appointment as Chief Executive Officer, Mr. Mao was most recently our Executive Vice President, Corporate Development from August 2006 to March 2007. Mr. Mao has over 30 years of experience in the telecommunications and IT industries. Before joining 3Com, Mr. Mao was President and Chief Executive Officer of Greater China for Nortel Networks from September 1997 to May 2006 and Regional President of Greater China for Alcatel from September 1995 to September 1997. Nortel and Alcatel are global suppliers of communication equipment serving both service provider and enterprise customers. At these positions, Mr. Mao managed operations in the People’s Republic of China, Taiwan, Hong Kong and Macao. Mr. Mao also held senior managerial and technical positions at Alcatel and ITT in Asia and the U.S. Mr. Mao holds a Master’s degree from Cornell University in Material Science and Metallurgical Engineering and earned a Master’s degree in Management from MIT. Mr. Mao is the past Vice Chairman of the Board of Governors of the Pacific Telecommunication Council (from 2003 to 2005). Mr. Mao serves on the Board of Hurray! Holding Co., Ltd., a wireless value-added services provider.
Dominique Trempont Director since 2006 Age 54		Mr. Trempont is currently a member of the Board of Directors and Audit Committee of Finisar Corporation, a position he has held since September 2005. Finisar is a public company that develops and markets optical components and modules for network equipment vendors, instruments and software for communications designers and products and services for large enterprise storage networks. Mr. Trempont also serves on the Board of Directors, and Chairs the Audit Committee, of Energy Recovery, Inc., a public company that helps water desalination plants recycle energy used in the desalination process. Mr. Trempont was CEO-in-Residence at Battery Ventures, a venture capital firm, from September 2003 to September 2005. Prior to Battery Ventures, Mr. Trempont was Chairman, President and Chief Executive Officer of Kanisa, Inc., a software company focused on customer self-service, contact center and peer support applications, from May 1999 to November 2002. Mr. Trempont has served as Chief Executive Officer of Gemplus Corporation, a smart card application company, and Chief Financial Officer at NeXT Software. Mr. Trempont began his career at Raychem Corporation, a high-tech material science company focused on the telecommunication, electronics and automotive industries, including holding the position of Chief Audit Officer. Mr. Trempont received an undergraduate degree in Economics from College St. Louis (Belgium), a bachelor’s in Business Administration and Computer Sciences from IAG at the University of Louvain (Belgium) and a master’s in Business Administration from INSEAD.

Director Not Continuing After the Annual Meeting
Raj Reddy Director since 2001 Age 71		Dr. Reddy is the Mozah Bint Nasser University Professor of Computer Science and Robotics in the School of Computer Science at Carnegie Mellon University, a position he has held since 1969. He served as dean of the School from 1991 to 1999. Dr. Reddy served as co-chair of the President’s Information Technology Advisory Committee from 1999 to 2001.

PROPOSAL 2:
AMENDMENTS TO 2003 STOCK PLAN

     On September 23, 2003, our stockholders adopted and approved the 3Com Corporation 2003 Stock Plan (the “2003 Stock Plan”) and 20,000,000 shares of common stock were reserved for issuance thereunder. On June 22, 2005, our Board of Directors approved amendments to the 2003 Stock Plan, including an increase of 30,000,000 shares reserved for issuance. These amendments were approved by our stockholders on September 28, 2005. On June 18, 2008, our Board of Directors approved amendments to the 2003 Stock Plan which would, subject to approval by our stockholders:

	•		increase by 23,000,000 the number of shares of common stock available for grant under the 2003 Stock Plan;
	•		require that shares subject to awards of restricted stock or restricted stock units be counted as 1.43 shares for every one (1) share subject to such award for purposes of calculating the overall limit on total shares available for grant under the 2003 Stock Plan;
	•		clarify the method of counting awards of Stock Appreciation Rights, or SARs, such that awards of SARs be counted as one (1) share for every one (1) share covered by the SAR award for purposes of calculating the overall limit on total shares available for grant under the 2003 Stock Plan; and
	•		change the provisions relating to automatic grants of options to new independent directors to

	(i)		move the date of their initial grants from “the board meeting after they join the board” to the “fifth trading day of the month after the month in which they joined” and
	(ii)		delete the requirement that independent directors serve for six months before being eligible for an annual grant at the annual stockholders’ meeting.

In addition, our Board has agreed to limit the “burn rate” of share issuances under the 2003 Stock Plan and other compensatory 3Com equity plans over a three-year period, as described below.

     If these amendments are approved by our stockholders at the annual meeting, a total of 73,000,000 shares of common stock will have been authorized under the 2003 Stock Plan.

     As of August 1, 2008, a total of 12,353,938 shares remained available for future awards under the 2003 Stock Plan. If these amendments are approved, a total of 35,353,938 shares will be available for future awards.

     We believe that equity is a key element of our compensation package and that equity awards encourage employee loyalty to 3Com and align employee interests directly with those of our stockholders. The 2003 Stock Plan, in particular, allows us to provide key employees and directors of, and consultants to, 3Com and its subsidiaries with equity incentives that are competitive with those of companies with which we compete for talent.

     Without the amendment increasing the number of shares available for issuance, we believe that the number of shares currently available under the 2003 Stock Plan may not be sufficient to cover projected

awards in fiscal 2009. In such event, we may not be able to provide key employees with compensation packages that are necessary to attract, retain and motivate these individuals. If the amendments to the 2003 Stock Plan are not approved, we will not be able to grant any awards to eligible participants once all the shares currently reserved under the 2003 Stock Plan have been used.

     We believe that full value awards can be an important and effective part of an equity compensation strategy consistent with best practices and can help limit stockholder dilution related to our equity compensation program. However, we recognize that the issuance of full value awards can potentially be more costly to our stockholders than appreciation awards such as stock options or stock appreciation rights. Accordingly, any equity awards other than Options or Stock Appreciation Rights (such as grants of restricted stock or restricted stock units) with a purchase price less than fair market value on the date of grant that are granted after shareholder approval of the amendments to the 2003 Stock Plan will be counted against the 2003 Stock Plan’s share reserve as 1.43 shares for every one share subject to such award. Correspondingly, to the extent that a share that counted as 1.43 shares against the 2003 Stock Plan reserve at the time of grant is recycled back into the 2003 Stock Plan, the 2003 Stock Plan will be credited with 1.43 shares that will thereafter be available for future issuance under the 2003 Stock Plan. Also, we will deduct from the 2003 Stock Plan reserve the full number of shares covered by stock appreciation rights granted to participants, irrespective of the number of shares actually issued upon exercise of the stock appreciation rights or the cash amount used to settle such SARs. If an award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, is forfeited back to or repurchased by the Company, such unpurchased, forfeited or repurchased shares become available for future grant under the 2003 Stock Plan. With respect to SARs, all shares which are the subject of an issued SAR shall cease to be available under the 2003 Stock Plan, except for SARs which expire or become unexercisable without having been exercised in full. Shares that have actually been issued under the 2003 Stock Plan will not become available for future grant, except for Restricted Stock repurchased by the Company at its original purchase price or that is forfeited (which do become available for future grant). For the avoidance of doubt, except for awards which expire or become unexercisable without having been exercised in full, the following shares shall not become available for issuance under the 2003 Stock Plan: (i) shares tendered as full or partial payment to the Company upon exercise of Options granted, or shares repurchased using cash proceeds upon exercise of Options granted, under the 2003 Stock Plan; (ii) shares reserved for issuance upon the grant of SARs, to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the SARs; and (iii) shares withheld by, or otherwise remitted to, the Company to satisfy a participant’s tax withholding obligations upon the lapse of restrictions on Restricted Stock or the exercise of options or SARs granted under the 2003 Stock Plan or upon any other payment or issuance of shares under the 2003 Stock Plan.

     We propose to move the date of the automatic initial grant to new independent board members from “the board meeting after they join the board” to the “fifth trading day of the month after the month in which they joined.” The reason for this change is to conform this granting policy to our equity granting policy for employees, which was designed to be a best practice. We believe that the current granting date is somewhat arbitrary in that the “next” board meeting may take place in a few days or a few months whereas the “fifth trading day” policy is objective and provides a consistent approach to option granting.

     We also propose to delete the requirement that independent directors serve for six months before being eligible for an annual grant at the annual stockholders’ meeting. We believe this provision is not appropriate or meaningful given the prospective nature of these annual grants.

     In order to facilitate approval of this proposal and address any stockholder concerns regarding the number of shares subject to equity awards we intend to grant in the next three fiscal years, our Board commits to our stockholders that for fiscal years 2009, 2010 and 2011 we will not grant in the aggregate during such

three fiscal years a number of 3Com shares subject to options or other equity awards to employees or other eligible participants (whether under the 2003 Stock Plan or other plans not approved by stockholders) such that the average number of 3Com shares granted during such three fiscal years is greater than 4.8% of the weighted average number of shares of our common stock that were outstanding at the end of each of the three fiscal years. For purposes of calculating the number of shares granted in a fiscal year hereafter, any shares of restricted stock or restricted stock units subject to an award with a purchase price less than fair market value on the date of grant will be counted as 1.50 shares for every one share subject to such award, based on stock price volatility.

     The remaining amendments to the 2003 Stock Plan are conforming changes resulting from the foregoing proposed alterations or to address recent regulatory changes (such as the addition of a provision addressing Section 409A of the Internal Revenue Code).

     As of August 1, 2008, we had approximately 6,000 employees worldwide, all of whom are eligible to be considered for awards under the 2003 Stock Plan. As of such date, 47,864,679 shares of common stock were issuable pursuant to outstanding awards granted under 3Com equity compensation plans, including the 2003 Stock Plan, and options assumed by us in connection with acquisitions. This represents 11.8% of our outstanding common stock, based upon the 405,282,768 shares outstanding on August 1, 2008. We believe this percentage is very competitive with other companies in our industry.

     The closing price of a share of common stock on The NASDAQ Global Select Market on August 1, 2008 was $1.87. The proceeds received by us upon exercise of the awards by participants in the 2003 Stock Plan will be used for general corporate purposes.

Summary of the 2003 Stock Plan

     The following is a summary of the material terms and conditions of the 2003 Stock Plan, as proposed to be amended. The full text of the 2003 Stock Plan, as proposed to be amended, is attached as Appendix A to this Proxy Statement.

Background and Purpose of the Plan

     The 2003 Stock Plan permits the grant of the following types of incentive awards: (1) stock options, (2) restricted stock (in the form of restricted stock or restricted stock units) and (3) stock appreciation rights (individually, an “Award”). The 2003 Stock Plan is intended to attract, motivate, and retain employees, consultants, and non-employee directors who provide significant services to us. The 2003 Stock Plan also is intended to further our growth and profitability.

Administration of the Plan

     Our Board of Directors or a committee appointed by our Board of Directors (the “Committee”) administers the 2003 Stock Plan. We generally expect that the members of the Committee will qualify as “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934, and as “outside directors” under Section 162(m) of the Internal Revenue Code (so that 3Com can receive a federal tax deduction for certain types of compensation paid under the 2003 Stock Plan). Option grants made pursuant to the automatic option grant program for our non-employee directors are administered by a committee comprised of members of our Board of Directors who are employees.

     Subject to the terms of the 2003 Stock Plan, the Committee has the sole discretion to, among other things:

	•		select the employees, directors and consultants to whom Awards may be granted;
	•		determine the number of shares of common stock covered by each Award;
	•		approve forms of agreements for use under the 2003 Stock Plan;
	•		determine the terms and conditions, not inconsistent with the terms of the 2003 Stock Plan, of any Award (for example, the exercise price and vesting schedule);
	•		interpret the terms of the 2003 Stock Plan and Awards;
	•		establish sub-plans for the purpose of qualifying for preferred tax treatment under foreign tax laws, satisfying foreign securities law or achieving other foreign legal compliance objectives; and
	•		modify or amend each Award, subject to the terms of the 2003 Stock Plan, including the discretionary authority to extend the post-termination vesting or exercisability.

The Committee may delegate any part of its authority and powers under the 2003 Stock Plan to one or more directors and/or officers of 3Com, but only the Committee itself can make Awards to participants who are executive officers of 3Com.

     If an Award expires or is cancelled without having been fully exercised or vested, the unvested or cancelled shares generally will be returned to the available pool of shares reserved for issuance under the 2003 Stock Plan. However, shares tendered by participants as full or partial payment upon the exercise of options, shares repurchased using cash proceeds upon exercise of Options granted, shares reserved for issuance upon the grant of SARs (to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the SARs) and shares withheld or tendered to cover a participant’s tax withholding obligations with respect to an Award, will not be returned to the to the 2003 Stock Plan reserve. In addition, any equity awards other than Options or Stock Appreciation Rights (such as grants of restricted stock or restricted stock units) with a purchase price less than the fair market value on the date of grant will be counted against the share reserve as 1.43 shares for every one share subject to such award. Further, to the extent that a share that was subject to an Award that counted as 1.43 shares against the 2003 Stock Plan reserve pursuant to the preceding sentence is recycled back into the 2003 Stock Plan, the 2003 Stock Plan will be credited with 1.43 shares that will thereafter be available for issuance under the 2003 Stock Plan. Also, we will deduct from the 2003 Stock Plan reserve the full number of shares covered by stock appreciation rights granted to participants, irrespective of the number of shares actually issued upon exercise of the stock appreciation rights or the cash amount used to settle such SARs. Finally, if we experience a stock dividend, reorganization or other change in our capital structure, the Committee has discretion to adjust the number of shares available for issuance under the 2003 Stock Plan, the outstanding Awards, and the per-person limits on Awards, as appropriate to reflect the stock dividend or other change.

Eligibility to Receive Awards

     The Committee selects the employees, directors and consultants who will be granted Awards under the 2003 Stock Plan. The actual number of individuals who will receive an Award under the 2003 Stock Plan cannot be determined in advance because the Committee has the discretion to select the participants.

However, the committee comprised of our employee members of our Board of Directors, which administers the automatic grant program of options to our non-employee directors, shall not have any discretion to select which non-employee directors shall be granted options pursuant to the automatic option grant program.

Stock Options

     A stock option is the right to purchase shares of 3Com’s common stock at a fixed exercise price for a fixed period of time. Under the 2003 Stock Plan, the Committee may grant nonqualified stock options and/or incentive stock options (which entitle employees, but not 3Com, to more favorable tax treatment). The Committee will determine the number of shares covered by each option during any fiscal year of 3Com, except as set forth in the next sentence. For options that have an exercise price that is at least equal to the fair market value (on the date of grant) of the shares covered by the option, no participant may be granted options covering more than 1,750,000 shares, except an additional 1,750,000 shares may be granted to a participant in connection with his or her initial employment. This limit does not apply to options that have an exercise price lower than fair market value on the date of grant.

     The exercise price of an incentive stock option must be at least 110% of fair market value if (on the grant date) the participant owns stock possessing more than 10% of the total combined voting power of all classes of stock of 3Com or any of its subsidiaries. Otherwise it must be 100% of the fair market value. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year also may not exceed $100,000.

     An option granted under the 2003 Stock Plan cannot generally be exercised until it becomes vested. The Committee establishes the vesting schedule of each option at the time of grant. Options become exercisable at the times and on the terms established by the Committee. Options granted under the 2003 Stock Plan expire at the times established by the Committee, but the term of any Option shall be no more than 7 years from the date of grant.

     The exercise price of each option granted under the 2003 Stock Plan must be paid in full at the time of exercise. The Committee also may permit payment through the tender of shares that are already owned by the participant, or by any other means which the Committee determines to be consistent with the purpose of the 2003 Stock Plan. The participant must pay any taxes 3Com is required to withhold at the time of exercise.

Automatic Stock Option Grants to Non-Employee Directors

     The 2003 Stock Plan provides for the automatic granting of nonqualified stock options to our non-employee directors. These options will have a term of seven years and will have an exercise price per share equal to 100% of the fair market value per share on the date of grant.

     Administration. Option grants to our non-employee directors are administered by a committee consisting of our employee directors. However, this committee does not have any discretion to select which non-employee directors will receive these grants.

     Guidelines. The committee of employee directors will establish guidelines that determine the number of options to be granted to non-employee directors, subject to the limits described below. The guidelines must provide that the number of shares of 3Com common stock subject to each option will be equal for each eligible participant, except that special consideration may be given for the Chairman of the Board, the lead independent director, and service on Board committees.

     Initial Grant. Each person who first becomes a non-employee director will automatically be granted an option to purchase that number of shares specified in the guidelines then currently in effect. This initial grant may not exceed 120,000 shares of common stock (or 160,000 shares if the participant is the lead director or Chairman of the Board). An employee director who becomes a non-employee director will not receive an initial grant. The initial grants will vest as to 25% of the shares on each anniversary of the date of grant, so as to be 100% vested on the fourth anniversary of the date of grant, subject to the optionee remaining a director through such vesting dates.

     Pro-Rata Grant. Additionally, at the time an initial grant is made to a new director, he or she will receive an option grant for a number of shares equal to the number specified in the guidelines then currently in effect, pro-rated to reflect the number of full months of service remaining prior to the next annual stockholder meeting. This pro-rata grant will vest as to 50% of the shares on each anniversary of the date of grant, so as to be 100% vested on the second anniversary of the date of grant, subject to the optionee remaining a director through such vesting dates. Vesting of the pro-rata grant may be accelerated if a change of control transaction occurs, as discussed below.

     Annual Grant. On the date of each regularly scheduled annual stockholder meeting, each non-employee director will be automatically granted an option to purchase a number of shares specified in the guidelines. The option may not exceed 120,000 shares of common stock (or 160,000 shares if the participant is the lead director or Chairman of the Board on the date of grant). These annual grants will vest as to 50% of the shares on the day prior to the next year’s regularly scheduled annual stockholder meeting, and as to the balance of the shares on the day prior to the regularly scheduled annual stockholder meeting of the second following year, so as to be 100% vested on the day prior to the annual stockholder meeting held approximately two years following the grant date, subject to the optionee remaining a director through such vesting dates.

     Acceleration of Vesting. If an optionee’s service as a director terminates more than six months after commencement of service as a non-employee director, then the option will immediately accelerate as to one year’s additional vesting or, with respect to an annual grant, as to the number of shares that would have vested on the day prior to the next regularly scheduled meeting of the stockholders. The option will remain exercisable, to the extent vested on the date of termination of Board service, for one year following the termination date. However, if a non-employee director retires, the option will vest as to 100% of the shares and will remain exercisable for three years following the retirement. If a non-employee director ceases to serve as a non-employee director because of death or disability, the option will immediately accelerate as to one year’s additional vesting or, with respect to an annual grant, as to the number of shares that would have vested on the day prior to the next regularly scheduled meeting of the stockholders, even if the termination of service occurs within six months following the commencement of service as a non-employee director.

Restricted Stock

     Awards of restricted stock are awards of shares of our common stock that vest in accordance with the terms and conditions established by the Committee. Awards of restricted stock may be granted to employees, consultants and to members of our Board of Directors. The Committee will determine the number of shares of restricted stock granted to any participant. The form of such an Award may be actual shares of restricted stock or restricted stock units.

     In determining whether an Award of restricted stock should be made, and/or the vesting schedule for any such Award, the Committee may impose whatever conditions to vesting that it determines to be

appropriate. For example, the Committee may decide to grant an Award of restricted stock only if the participant satisfies performance goals established by the Committee.

Stock Appreciation Rights

     Awards of stock appreciation rights may be granted pursuant to the 2003 Stock Plan. Stock appreciation rights may be granted to employees, consultants and to members of our Board of Directors. No participant may be granted stock appreciation rights covering more than 1,750,000 shares in any fiscal year of 3Com in the event the stock appreciation right’s exercise price equals or exceeds 100% of the fair market value of the shares on the date of grant. This limit does not apply to stock appreciation rights with an exercise price less than 100% of fair market value.

     The Committee determines the terms and conditions (including exercise price) of stock appreciation rights. However, no stock appreciation right may have a term of more than seven (7) years from the date of grant.

     Upon exercising a stock appreciation right, the holder of such right shall be entitled to receive payment from 3Com in an amount determined by multiplying (i) the difference between the fair market value of a share on the date of exercise over the exercise price times (ii) the number of shares with respect to which the stock appreciation right is exercised.

     3Com’s obligation arising upon the exercise of a stock appreciation right may be paid in shares or in cash, or any combination thereof, as the Committee may determine.

Change of Control

     Stock Options and Stock Appreciation Rights. In the event of a change of control of 3Com, the successor corporation will either assume or provide a substitute award for each outstanding stock option and stock appreciation right. In the event the successor corporation refuses to assume or provide a substitute award, the Committee will provide at least 15 days notice that the option or stock appreciation right will immediately vest and become exercisable as to all of the shares subject to such Award and that such Award will terminate upon the expiration of such notice period.

     Restricted Stock. In the event of a change of control of 3Com, any 3Com repurchase or reacquisition right with respect to restricted stock will be assigned to the successor corporation. In the event that 3Com’s repurchase or reacquisition right is not assigned to the successor corporation, 3Com’s repurchase or reacquisition right will lapse and the participant will be fully vested in the shares of restricted stock.

     Automatic Non-Employee Director Options. In the event of a change of control of 3Com in which the non-employee directors are terminated or asked to resign, either upon the change of control or within one year following the change of control, their automatic stock option grants described above will vest 100% immediately prior to the change of control. In the event of a change of control in which the non-employee directors are not terminated or asked to resign, their automatic stock option grants will be treated the same as all other stock options.

     Certain Terminations Within Twelve Months Following a Change of Control. In the event that, within twelve (12) months following a change of control, a participant’s employment with 3Com is terminated involuntarily by 3Com without cause as defined in the 2003 Stock Plan, then the participant’s

award will have their vesting accelerated as to fifty percent (50%) of the shares that are unvested as of the date of termination of employment.

Non-Transferability of Awards

     An Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the participant, only by the participant.

Federal Tax Aspects

     The following paragraphs are a summary of the general federal income tax consequences to U.S. taxpayers and 3Com of Awards granted under the 2003 Stock Plan. Tax consequences for any particular individual may be different.

     Nonqualified Stock Options. No taxable income is reportable when a nonqualified stock option is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares purchased over the exercise price of the option. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

     Incentive Stock Options. No taxable income is reportable when an incentive stock option is granted or exercised (except for purposes of the alternative minimum tax, in which case taxation is the same as for nonqualified stock options). If the participant exercises the option and then later sells or otherwise disposes of the shares more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price will be taxed as capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares before the end of the two- or one-year holding periods described above, he or she generally will have ordinary income at the time of the sale equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the option.

     Stock Appreciation Rights. No taxable income is reportable when a stock appreciation right (with an exercise price at least equal to the fair market value of the stock on the date of grant) is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the amount of cash received and the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

     Restricted Stock. A participant will not have taxable income upon grant unless he or she elects to be taxed at that time. Instead, he or she will recognize ordinary income at the time of vesting equal to the fair market value (on the vesting date) of the shares or cash received minus any amount paid for the shares.

     Tax Effect for 3Com. 3Com generally will be entitled to a tax deduction in connection with an Award under the 2003 Stock Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonqualified stock option). Special rules limit the deductibility of compensation paid to our Chief Executive Officer and to each of our four most highly compensated executive officers. Under Section 162(m) of the Internal Revenue Code, the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000. However, 3Com can preserve the deductibility of certain compensation in excess of $1,000,000 if the conditions of Section 162(m) are met. These conditions include stockholder approval of the

2003 Stock Plan, setting limits on the number of Awards that any individual may receive and for Awards other than certain stock options, establishing performance criteria that must be met before the Award actually will vest or be paid. The 2003 Stock Plan has been designed to permit the Committee to grant options and stock appreciation rights (but not restricted stock awards) that qualify as performance-based for purposes of satisfying the conditions of Section 162(m), thereby permitting 3Com to continue to receive a federal income tax deduction in connection with such Awards.

Amendment and Termination of the 2003 Stock Plan

     The Board generally may amend or terminate the 2003 Stock Plan at any time and for any reason; provided, however, that the Board cannot amend the Plan to permit the repricing, including by way of exchange or purchase for cash or other consideration, of any Awards under the Plan without stockholder approval.

New Incentive Plan Benefits

     The future benefits or amounts that would be received under these amendments to the 2003 Stock Plan by executive officers and other employees are discretionary and are therefore not determinable at this time. The table below sets forth the stock options and shares of restricted stock or restricted stock units granted under the 2003 Stock Plan to the persons named in the Summary Compensation Table in this Proxy Statement, and the groups indicated below, during our 2008 fiscal year and the value of such stock options, restricted stock and restricted stock units on May 30, 2008.

		Number of				Dollar Value				Number of				Dollar Value
Name		Options				(1)				Shares/Units				(2)
Current Named Executive Officers
Robert Y. L. Mao (3)			2,000,000			$	—				1,500,000			$	3,780,000
Jay Zager			400,000				—				150,000				378,000
Neal D. Goldman			475,000				—				295,000				743,400
Dr. Shusheng Zheng			—				—				—				—
Former Named Executive Officers
Edgar Masri			—				—				—				—
Donald M. Halsted III			—				—				—				—
Robert Dechant			—				—				180,000				453,600
Groups
Current Executive Officers (5 persons)			2,875,000				—				1,945,000				4,901,400
Current Non-Employee Directors (5 persons)			32,000				—				—				—
Non-Executive Officer Employees			954,625				—				6,233,025				15,707,223

Summary

     We believe that the approval of the amendments to the 2003 Stock Plan is essential to our continued success. Awards such as those provided under the 2003 Stock Plan constitute an important incentive for key employees and other service providers of 3Com and help us to attract, retain and motivate people whose skills and performance are critical to our success. Our employees are our most valuable asset. We strongly believe that the 2003 Stock Plan is essential for us to compete for talent in the very difficult labor markets in which we operate.

VOTE REQUIRED

     The affirmative vote of a majority of the Votes Cast is necessary to approve this proposal. Assuming a quorum is present, abstentions and broker non-votes are not counted for determining Votes Cast (which has the effect of reducing the number of “FOR” votes required to pass this proposal because these votes are not considered at all in the calculation of whether a majority of Votes Cast has been achieved).

     THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE AMENDMENTS TO THE 2003 STOCK PLAN.

PROPOSAL 3:
APPROVAL OF INCREASE IN SHARE RESERVE UNDER
3COM 1984 EMPLOYEE STOCK PURCHASE PLAN
BY 8,000,000 SHARES

     Our Board has approved an increase in the number of shares of our common stock reserved under our 1984 Employee Stock Purchase Plan, as amended (the “ESPP”) by 8,000,000 shares, and we are asking you to approve this increase at the Annual Meeting. As of the Record Date, 1,711,449 shares of our common stock (excluding the 8,000,000 shares we are asking you to approve) were available for future purchases under the ESPP. The Board believes that the adoption of this proposal is in the best interests of 3Com for the reasons discussed below.

     We seek to attract, motivate and retain talented and enterprising employees by rewarding performance and encouraging behavior that will improve our results. We believe that the ESPP plays an important role in achieving these objectives by encouraging employee stock ownership. Like many technology companies, we believe that equity-based incentive programs for our employees help to ensure a tight link between the interests of our stockholders and the interests of our employees and to enhance our ability to continue recruiting and retaining top talent.

     Our management believes that the ESPP needs an increase in the share reserve to continue to operate.

Summary of the ESPP

     The following paragraphs provide a summary of the principal features of the ESPP and its operation. Because the following is a summary, it may not contain all of the information that is important to you. You may obtain full a copy of the ESPP by making a written request addressed to Neal D. Goldman, Executive Vice President, Chief Administrative and Legal Officer and Secretary, 3Com Corporation, 350 Campus Drive, Marlborough, MA 01752. A copy of the ESPP was also filed as Exhibit 10.2 to our Form 10-K filed on July 25, 2008, which is available on the SEC’s website at www.sec.gov.

Administration and Share Reserve

     The ESPP is administered by our Board of Directors or a committee of the Board. Since its inception, a total of 46,687,441 shares of 3Com common stock have been reserved for issuance under the ESPP and 44,975,992 shares have been issued upon purchase as of the Record Date. (Please note that these figures take into account the significant adjustment to the number of shares under the ESPP as a result of our spin dividend of Palm, Inc. shares in 2000.) This proposal seeks your approval to increase the number of shares reserved for issuance under the ESPP by 8,000,000 shares to 54,687,441 shares.

Eligibility

     Any employee of 3Com or any present or future subsidiary corporation (as defined by Section 424 of the Internal Revenue Code) of 3Com (including any officer or director who is also an employee) is eligible to participate in the ESPP as long as the employee is customarily employed for at least 20 hours per week. Employees of our H3C Technologies Co., Limited subsidiary (and its subsidiaries) and our employees that are Chinese citizens working China, however, are not eligible at this time. No person who owns or holds options to purchase, or who as a result of participation in the ESPP would own or hold options to purchase, 5% or

more of our common stock is entitled to participate in the ESPP. As of the Record Date, approximately 475 employees participated in the ESPP.

Participation in an Offering

     Each offering of our common stock under the ESPP is for a period of six months. Offering periods under the ESPP commence on April 1 and October 1 of each year (or the next business day if these dates are not business days) and end on September 30 and March 31 respectively. Notwithstanding the foregoing, the Board may establish a different term (including a term of up to 24 months) with interim six months purchase periods for one or more offering periods under the ESPP.

     Participation in the ESPP is limited to eligible employees who authorize payroll deductions under the ESPP. At the present time, these payroll deductions may not exceed 10% of eligible pay. Once an employee becomes a participant in the ESPP, the employee will automatically participate in each successive offering period until the employee withdraws from the ESPP or the employee’s employment terminates.

Purchase Price

     The purchase price per share at which the shares of our common stock are sold under the ESPP generally will be equal to 85% of the lesser of the fair market value of our common stock on (a) the first day of the applicable offering period or (b) the last day of a six month purchase period. The closing price of 3Com’s common stock as reported on The NASDAQ Global Select Market was $1.87 per share on August 1, 2008.

Shares Purchased

     The number of shares of our common stock a participant purchases in each offering is determined by dividing the total amount of payroll deductions withheld from the participant’s compensation by the purchase price per share. Participants may not purchase shares of our common stock having a value exceeding $25,000 in any calendar year. For this purpose, the value of 3Com common stock purchased in a given offering is determined as of the first day of that offering. Furthermore, a participant may not purchase more than 4,000 shares in a single offering, although this limit may be adjusted by our Board from time to time to reflect fluctuations in the value of 3Com common stock to the extent permitted by law. Any contributions not applied to the purchase of shares and greater than the value of one share are returned to the participant. Amounts insufficient to purchase a full share of 3Com common stock at the end of the offering are retained and combined with contributions for the next offering.

New Benefits Under 1984 Employee Stock Purchase Plan

     Because awards to employees under the ESPP are based on voluntary contributions in amounts determined by the participant, the benefits and amounts that will be received or allocated under the ESPP are not determinable at this time. Therefore, we have not included a table reflecting such benefits or awards.

     Based on their stockholdings as of August 1, 2008 (determined in accordance with Section 423 of the Code) all of our named executive officers (as defined in “Compensation Discussion and Analysis” below) will be eligible to participate in our ESPP, except for Messrs. Masri, Halsted and Dechant, who are no longer employed by the Company. Two of our currently employed named executive officers participated in our ESPP in fiscal year 2008. None of our non-employee directors will be eligible to participate in the ESPP.

Withdrawal

     A participant may withdraw from an offering at any time but no later than five (5) business days prior to the end of the offering period. A withdrawing participant may not again participate in that same offering period but such withdrawal will not affect his or her eligibility to participate in future offerings.

Amendment or Termination

     Our Board may at any time amend or terminate the ESPP, except that your approval of the amendment within twelve months of the adoption of the amendment is required to increase the number of shares authorized for issuance under the ESPP or to change the designation of corporations whose employees may purchase shares of 3Com common stock under the ESPP. The ESPP will terminate when all of the shares reserved for issuance under the ESPP have been issued or when earlier terminated by the Board.

Merger or Change in Control

     In the event of a merger or a change in control which occurs during any offering period, the successor corporation or a parent or subsidiary of the successor corporation shall assume our obligation under the ESPP to permit the purchase of 3Com stock or substitute an equivalent option to purchase their shares. In the event that the successor corporation refuses to so assume or substitute, the offering period then in progress shall be shortened by setting a new purchase date that falls before the date of the proposed merger or change in control, and the period shall end on that date.

Federal Tax Aspects

     The following paragraphs are a summary of the federal income tax consequences to U.S. taxpayers and 3Com of participation in the ESPP. Tax consequences for any particular individual may be different.

     Tax Effect for Dispositions Within Two Years. If a participant disposes of shares purchased under the ESPP within two years from the first day of the offering or within one year from the date of purchase (a “disqualifying disposition”), the participant will realize ordinary income in the year of such disposition equal to the amount by which the fair market value of the stock on the date the stock was purchased exceeds the purchase price. The amount of the ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares will be a capital gain or loss. A capital gain or loss will be long-term if the participant’s holding period is more than twelve months, otherwise it will be short-term.

     Tax Effect for Dispositions After Two Years. If the participant disposes of shares more than two years after the date the underlying right to purchase shares was granted and more than one year after the date the stock was purchased, the participant will realize ordinary income in the year of disposition equal to the lesser of (a) the excess of the fair market value of the shares on the date of disposition over the purchase price or (b) 15% of the fair market value of the shares on the first day of the offering in which those shares were purchased. The amount of any ordinary income will be added to the participant’s basis in the shares, and any

additional gain recognized upon the disposition after such basis adjustment will be a long-term capital gain. If the fair market value of the shares on the date of disposition is less than the purchase price, there will be no ordinary income and any loss recognized will be a long-term capital loss.

     Tax Effect for 3Com. 3Com will be entitled to a deduction in the year of a disqualifying disposition equal to the amount of ordinary income recognized by the participant as result of the disposition. In all other cases, no deduction is allowed to 3Com.

Vote Required and Board Recommendation

     The affirmative vote of a majority of the Votes Cast is necessary to approve this proposal. Assuming a quorum is present, abstentions and broker non-votes are not counted for determining Votes Cast (which has the effect of reducing the number of “FOR” votes required to pass this proposal because these votes are not considered at all in the calculation of whether a majority of Votes Cast has been achieved).

     The Board believes that the proposed amendment to the ESPP is in the best interest of 3Com and its stockholders for the reasons stated above.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE
APPROVAL OF AN INCREASE IN THE SHARE RESERVE UNDER THE 3COM 1984
EMPLOYEE STOCK PURCHASE PLAN BY 8,000,000 SHARES.

CORPORATE GOVERNANCE

Board Independence

     Our Board of Directors (the “Board”) has determined that each of Messrs. Benhamou, DiCamillo, Long, Reddy and Trempont are independent within the meaning of the listing standards of The NASDAQ Global Select Market. Messrs. Mao and Sege do not qualify as independent directors because they are 3Com employees. The NASDAQ rules have both objective tests and a subjective test for determining who is an “independent director.” None of the directors was disqualified from “independent” status under the objective tests other than those individuals who are or were employees of 3Com within prescribed periods. In assessing independence under the subjective test, the Board took into account the standards in the objective tests, and reviewed and discussed additional information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to 3Com and 3Com’s management. Based on all of the foregoing, as required by NASDAQ rules, the Board made a subjective determination as to each independent director that no relationships exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has not established categorical standards or guidelines to make these subjective determinations, but considers all relevant facts and circumstances. In addition to the board-level standards for director independence, the directors who serve on the Audit and Finance Committee each satisfy additional standards established by the Securities and Exchange Commission (“SEC”).

     In making its independence determinations, the Board considered transactions occurring since the beginning of fiscal 2006 between 3Com and entities associated with the independent directors that were identified to the Company. In making its subjective determination, the Board considered the transactions in the context of the NASDAQ objective standards, the special standards established by the SEC for members of audit committees, and the SEC and Internal Revenue Service (IRS) standards for compensation committee members. In each case, the Board determined that, because of the nature of the director’s relationship with the entity and/or the amount involved, the relationship did not impair the director’s independence. The Board’s independence determinations included reviewing a series of purchase transactions that 3Com has with three different suppliers. Messrs. Benhamou, Long, Reddy and Trempont each serve on the board of directors of one of these suppliers. In each instance, however, the transaction levels were well below the limits established by the objective tests. Each director confirmed he did not participate in these business dealings or receive compensation based on them. Further, each director agreed to recuse himself from any future involvement in such transactions, confirmed he was not employed by such supplier and disclosed that he had only minimal equity ownership in the supplier.

Board Meetings

     During fiscal year 2008, our Board of Directors held four (4) regularly scheduled meetings and fourteen (14) special meetings. Each director attended at least 75% of the total meetings of the Board and the committees on which he served.

Committees of the Board

     The Board of Directors has established an Audit and Finance Committee, a Compensation Committee, a Nominating and Governance Committee and a Technology Committee. In addition, from time to time, the Board designates temporary committees to serve specific functions.

     The Audit and Finance, Compensation, and Nominating and Governance committees are separately-designated standing committees and each committee consists of only “independent” directors (as independence is defined under applicable standards, including those of The NASDAQ Global Select Market). In addition to being “independent” under NASDAQ’s general independence standards, the Board has determined that each member of the Audit and Finance Committee meets the additional independence standards set forth by SEC rules. Membership of each committee is listed below.

Audit and Finance		Compensation		Nominating and Governance		Technology
Dominique Trempont*		Gary T. DiCamillo*		James R. Long*		Eric A. Benhamou
Gary T. DiCamillo		Dominique Trempont		Gary T. DiCamillo		Raj Reddy
James R. Long						Ronald A. Sege

     Audit and Finance Committee. Our Audit and Finance Committee met nineteen (19) times in fiscal year 2008. The Audit and Finance Committee engages our independent registered public accounting firm, approves services rendered by our independent registered public accounting firm, reviews the activities and recommendations of our internal audit department, and reviews and evaluates our accounting systems, financial controls and financial personnel. The Audit and Finance Committee also meets regularly with our independent registered public accounting firm and our director of internal audit without management present. The Board has determined that Messrs. Trempont, DiCamillo and Long, independent members of our Board, are each an Audit Committee Financial Expert, as defined by Item 407(d)(5) of Regulation S-K of the Securities Exchange Act of 1934. The Board has determined that each member of the Audit and Finance Committee meets the required NASDAQ standards for membership on such committee. Our Audit and Finance Committee operates under a written charter, a copy of which is available on our website at http://www.3com.com/corpinfo/en_US/investor/audit_finance.html. The Audit and Finance Committee makes reports to the Board of Directors on a regular basis.

     Compensation Committee. Our Compensation Committee met fifteen (15) times in fiscal year 2008. The Compensation Committee reviews salaries and other compensation arrangements for our directors and executive officers and approves (or recommends to the full Board) such compensation, administers our stock option and stock purchase plans, and advises the Board on general aspects of our compensation and benefit policies. The Compensation Committee also evaluates and approves or makes recommendations to the Board regarding the performance of our Chief Executive Officer, as well as matters related to succession planning for executive officers. Our Compensation Committee operates under a written charter which is available on our website at http://www.3com.com/corpinfo/en_US/investor/comp_com.html. The Compensation Committee makes reports to the Board of Directors on a regular basis.

     Nominating and Governance Committee. Our Nominating and Governance Committee met three (3) times in fiscal year 2008. The Nominating and Governance Committee focuses on the issues surrounding the composition and operation of the Board. The Nominating and Governance Committee assists the Board, the Chairman of the Board and the Chief Executive Officer in director selection, committee selection and rotation practices, evaluation of the overall effectiveness of the Board, and review and consideration of developments in corporate governance practices. The Nominating and Governance Committee recommends (to the full Board) directors for nomination to the Board and directors for committee appointments and committee chairs. The Nominating and Governance Committee will determine the effect of a director’s change in employment status on such director’s continued tenure on the 3Com Board. The Nominating and Governance Committee operates under a written charter which is available on our website at

http://www.3com.com/corpinfo/en_US/investor/nom_gov.html. The Nominating and Governance Committee makes reports to the Board of Directors on a regular basis.

     Technology Committee. Our Technology Committee met four times in fiscal year 2008. The Technology Committee was established to make recommendations to the Board of Directors regarding the long-term technology architecture and strategy that 3Com is pursuing. The Technology Committee meets with 3Com’s technology and engineering leaders and reviews the tactical or strategic benefits of selected projects in light of 3Com’s overall business strategy. The Technology Committee makes reports to the Board of Directors as appropriate.

Code of Ethics and Business Conduct and Complaint Procedures

     Our Code of Ethics and Business Conduct, which is available on our website at http://www.3com.com, complies with the rules of the SEC and the listing standards of The NASDAQ Global Select Market.

     The Audit and Finance Committee has also adopted procedures for the receipt, treatment and retention of complaints and concerns regarding accounting and auditing matters in compliance with the rules of The NASDAQ Global Select Market and the SEC. Employees may submit complaints (1) anonymously through our toll-free hotline (called the “Ethics and Compliance Line”), (2) to any member of our senior management team (in person, by email or by telephone) and/or (3) directly to the Chair of our Audit and Finance Committee. All complaints are treated confidentially. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of a member of our senior management, reviewed by the Audit and Finance Committee or one or more of its representatives, evaluated and (where appropriate) investigated. The Committee will determine what actions to take, if any. We will not retaliate against any person making a complaint in good faith.

Chairman of the Board and Lead Independent Director

     Our Board is led by our Chairman of the Board, Mr. Benhamou, and by our lead independent director, Mr. DiCamillo.

Nomination of Director Candidates

     The Nominating and Governance Committee makes recommendations to the Board regarding director nominees. The Nominating and Governance Committee identifies potential director candidates from any outside advisors it may retain, as well as from other members of the Board, executive officers and other contacts. The Nominating and Governance Committee will also consider nominees recommended by any stockholder entitled to vote in the election of directors. Any stockholder wishing to nominate an individual for election to the Board must comply with the advance notice procedures described at the end of this proxy statement. The nomination must contain the following information about the nominee: name; age; business and residence addresses; principal occupation or employment; the number of shares of common stock held by the nominee; the information that would be required under SEC rules in a proxy statement soliciting proxies for the election of such nominee as a director; and a signed consent of the nominee to serve as a director of 3Com, if elected. The Nominating and Governance Committee has not specified any minimum qualifications or specific qualities or skills necessary for serving on the Board. However, in its assessment of potential candidates, the Nominating and Governance Committee will review the candidate’s character, business experiences and understanding of the Company’s business environment, and ability to devote the time and

effort necessary to fulfill his or her responsibilities, all in the context of the perceived needs of the Board at that time.

     In fiscal 2008, the Nominating and Governance Committee retained a consulting firm to assist it in identifying and evaluating potential nominees for board membership. The function of this advisor is to meet with the Nominating and Governance Committee to discuss board needs in respect of new members (e.g., to add independent directors), identify possible board candidates, screen, interview and evaluate the qualifications of these candidates and make presentations to the Nominating and Governance Committee regarding candidates under consideration. From time to time, the advisor also attends Nominating and Governance Committee meetings at which candidates are discussed and assists the Nominating and Governance Committee in its consideration of these possible nominees.

Delegation to Committees

     It is our general policy that all Board decisions should be approved by the Board as a whole, unless delegated to a committee. Currently these committees are the Audit and Finance Committee, Compensation Committee, Nominating and Governance Committee and Technology Committee. All members of the Audit and Finance Committee, Compensation Committee and Nominating and Governance Committee are “independent” within the meaning of the independence standards of The NASDAQ Global Select Market, including, in the case of the Audit and Finance Committee, the heightened independence standard required for such committee members. Each of these committees has adopted a written charter (available from our website), except for the Technology Committee.

Stockholder Communication with the Board of Directors

     Stockholders who wish to communicate with our Board, or with any individual member of the Board, may do so by sending such communication in writing to the attention of the Corporate Secretary at the address of our principal executive office with a request to forward the communication to the intended recipient. Stockholder communications must include confirmation that the sender is a stockholder of the Company. All such communications will be reviewed by the Company’s Corporate Secretary or Chief Financial Officer, as appropriate, in order to maintain a record of the communication, to assure director privacy, and to determine whether the communication relates to matters that are appropriate for review by our Board or by any individual director. Communications that (i) do not relate to the Company’s business, (ii) contain material that is not appropriate for review by the Board based upon the established practice and procedure of the Board, or (iii) contain other improper or immaterial information, will not be forwarded to Board members.

Board Attendance at the Annual Meeting

     Although we do not have a formal policy regarding attendance by members of the Board at our annual meetings of stockholders, directors are encouraged to attend annual meetings. In an effort to maximize director attendance at our annual meetings of stockholders, we attempt to schedule a meeting of the Board on the same day as the annual meeting of stockholders. All of our directors in office at the time (except Mr. Yovovich whose term ended at such meeting) attended the 2007 annual meeting of stockholders.

Audit and Finance Committee Pre-Approval Policies

     The Audit and Finance Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit

services, audit-related services, tax services and other services. Pre-approval is generally detailed as to the particular services or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management periodically report to the Audit and Finance Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and its fees for the services performed to date. The Audit and Finance Committee also pre-approves the provision of particular services on a case-by-case basis.

Compensation Committee Interlocks and Insider Participation

     The Compensation Committee during fiscal year 2008 consisted of Messrs. DiCamillo and Paul Yovovich, however Mr. Trempont replaced Mr. Yovovich on September 26, 2007 when Mr. Yovovich left our Board. None of these members is or has been an officer or employee of 3Com or any of our subsidiaries. No interlocking relationship existed during fiscal year 2008 between our Board or Compensation Committee and the board of directors or compensation committee of any other company.

***********************************

Board Guidelines on Corporate Governance Issues

     Our corporate governance principles are set forth in our “Board Guidelines on Corporate Governance Issues,” which is available on our website at http://www.3com.com. These guidelines cover the following topics, each of which is summarized below:

	•		Primary functions of the Board of Directors;
	•		Authorization guidelines;
	•		Board access to senior management;
	•		Leadership of the Board;
	•		Charters of standing committees;
	•		Board selection process;
	•		Director’s eligibility, education and term of office; and
	•		Board and committee meetings.

Primary Functions of the Board of Directors

     The Board, which is elected by our stockholders, oversees the conduct of our business by management and reviews our financial objectives, major corporate plans, strategies, actions and major capital expenditures. Our directors are expected to promote the best interests of our stockholders in terms of corporate governance, fiduciary responsibilities, compliance with laws and regulations, and maintenance of accounting and financial controls. Our directors also participate in the selection, evaluation and, where appropriate, replacement of our chief executive officer and regularly approve a Chief Executive Officer succession plan. Directors also provide input to our Chief Executive Officer for the evaluation and recruitment of our principal senior executives.

Authorization Guidelines

     Consistent with the Board’s power to delegate management of the day-to-day operation of 3Com’s business, the Board exercises business judgment in establishing and revising guidelines for authorization of expenditures or other corporate actions, and these are periodically be reviewed with management.

Board Access to Senior Management

     Our directors have complete access to our senior executive officers. Our directors use their judgment to ensure that contact with our senior executive officers is not distracting to our business operation or management reporting structure. Our Board expects our Chief Executive Officer to bring into board meetings managers who can provide additional insight into the matters being discussed or who have future potential that our Chief Executive Officer believes should be made visible to the Board.

Leadership of the Board

     The leadership of the Board includes a Chairman of the Board and a lead independent director appointed by the Chairman. The Chairman works with the Secretary to disseminate materials to Board members and exercises initiative in recommending candidates for directorships and board committee assignments. The lead independent director serves as the focal point for independent directors regarding resolving conflicts with the Chief Executive Officer, or other independent directors, and coordinating feedback to the Chief Executive Officer on behalf of independent directors regarding business issues and board management. The lead independent director also serves as a special counsel to the Chief Executive Officer. The independent directors meet regularly without the Chief Executive Officer present.

Charters of Standing Committees

     The current committee structure of the Board includes the following standing committees: Audit and Finance, Compensation and Nominating and Governance. The charters of each standing committee are reviewed periodically with a view to delegating committees with the authority of the Board concerning specified matters appropriate to such committee.

Board Selection Process

     It is expected that all directors will be alert to potential Board candidates with appropriate skills and characteristics and communicate information regarding board selection matters to the Nominating and Governance Committee. The Nominating and Governance Committee is expected to exercise initiative in recommending to the Board candidates for directorships and board committee assignments. The Board endorses the value of seeking qualified directors from diverse backgrounds otherwise relevant to the Company’s mission, strategy and business operations and perceived needs of the Board at a given time.

Director’s Eligibility, Education, and Term of Office

     Directors may not serve on the board of directors of more than five other public companies. Directors are reimbursed for costs incurred in connection with participating in a director education program that is accredited by Institutional Shareholder Services, or any similar organization. Directors are elected to hold office for a term of two years. As an alternative to term limits, the Chairman and lead director review each director’s continuation on the Board at the conclusion of each two-year term. This also allows each director the opportunity to conveniently confirm his or her desire to continue as a member of the Board. Each director is required to submit a letter of resignation upon a job change. Such letter is to be accepted or rejected at the discretion of the Chairman. In addition, prior to accepting a position as a member of the board of directors of another public company, each director (other than the Chair of the Nominating and Governance Committee) is required to notify the Chair of the Nominating and Governance Committee of such matter and the Chair of the Nominating and Governance Committee is required to notify the lead independent director or the

Chairman of the Board of such matter. Directors must retire from the board at the conclusion of any term during which the director reaches the age of seventy years.

Board and Committee Meetings

     In preparation for meetings of the Board and its committees, the Chairman consults with the Chief Executive Officer regarding the agenda and content and, with support from the Secretary, disseminates to directors on a timely basis briefing materials regarding matters to be included in the meeting agenda, as well as minutes from prior meetings and any written reports by committees. Presentations to the Board may rely on directors having reviewed and digested information set forth in the briefing materials, thus allowing more time for discussion, clarification and feedback. The format of each quarterly Board meeting includes an executive session with the directors and Chairman. In addition, the independent directors meet in executive session on a regular basis. Adequate time is scheduled for completion of matters placed on the agenda of each meeting, including an annual off-site meeting of the Board to review long-term strategy. The Board has the authority to hire its own advisors and to have them present at meetings, as it deems necessary.

DIRECTOR COMPENSATION

     The following tables provide information on 3Com’s annual compensation practices during fiscal year 2008 for our non-employee directors, as well as the actual compensation earned by non-employee directors who served during the 2008 fiscal year. The cash compensation described below is generally payable on a quarterly basis. Members of the Board are reimbursed for travel expenses to attend Board and committee meetings. During fiscal year 2008, our Chief Executive Officers (Messrs. Mao and Masri) and our President and Chief Operating Officer (Mr. Sege) did not receive any separate compensation for Board activities at the time they served as an employee of the Company concurrently with their board membership. Mr. Sege did receive an aggregate of $38,000 of consulting fees as a consultant to the Company during fiscal year 2008 but prior to the commencement of his employment and Board service with the Company. The Compensation Committee retains the services of leading compensation consulting firms to present relevant market practices and trends regarding director compensation.

Non-Employee Director Compensation (Fiscal Year 2008 Annual Compensation)

Annual Board Membership Compensation
Chairman of the Board		$	100,000
Lead Independent Director			75,000	*
Other Directors			35,000

Committee and Attendance Compensation
Committee Chair (other than Audit & Finance)			2,500
Committee Chair, Audit & Finance			5,000
Payment for each Board meeting attended			1,000
Payment for each Committee meeting attended			1,000

The foregoing amounts also represent the current annual compensation for non-employee directors for fiscal year 2009.

     In addition, during fiscal 2008 certain non-employee directors received monthly cash fees for a limited duration for attendance at meetings of special committees formed for a limited purpose. These committees were constituted as follows: (1) Messrs. Benhamou, DiCamillo and Yovovich served on the Strategic Transaction Oversight Committee, or STOC, formed to oversee the Company’s management in assessing a potential strategic transaction, providing direction to management in that regard and assisting the Board in its evaluation of the proposed acquisition by affiliates of Bain Capital Partners; (2) Mr. Trempont served on the TippingPoint Oversight Committee, or TPOC, formed to work with the Chief Executive Officer to review TippingPoint’s strategic initiatives and assist the Board in fulfilling its oversight duties in respect of the Company’s TippingPoint business; and (3) before he became employed as our Chief Executive Officer, Mr. Mao served on the H3C Oversight Committee, or H3COC, formed to work with management in reviewing strategic and key management decisions for H3C, acting as a liaison to the Board and assisting the Board in fulfilling its oversight duties in respect of the Company’s H3C division. These committees are no longer in existence. Further, because the fiscal 2008 annual renewal grant of stock options to directors described below occurred during the final stages of negotiation of the proposed Bain Capital transaction, it

was determined not to make such grant in fiscal 2008. In lieu thereof, Board members received cash payments over fiscal 2008 in a fixed amount intended to compensate them for the absence of the grant. All of the fees described in this paragraph have been included in the fee table set forth below.

Director Compensation in Fiscal Year 2008

																		Changes in
																		Pension Value
																		and
																		Nonqualified
														Non-Equity				Deferred
		Fees Earned												Incentive Plan				Compensation				All Other
		or Paid in				Stock Awards				Option				Compensation				Earnings				Compensation
Name		Cash (1)($)				($)				Awards (2)($)				($)				($)				($)				Total ($)
Eric A. Benhamou			319,400				—				150,529				—				—				—				469,929
Gary T. DiCamillo			272,300				—				83,710				—				4,601	(3)			—				360,611
James R. Long			151,913				—				80,051				—				—				—				231,964
Robert Y. L. Mao (4)			141,300				—				63,666				—				—				—				204,966
Raj Reddy			133,000				—				80,051				—				—				—				213,051
Dominique Trempont			180,130				—				109,310				—				—				—				289,440
Paul G. Yovovich (5)			69,168				—				81,757				—				—				—				150,925

     Non-employee directors receive options to purchase common stock pursuant to the 2003 Stock Plan. The 2003 Stock Plan provides for the initial grant of an option to purchase shares of our common stock (identified as the “Initial Grant” in the “Director Grants of Plan-Based Awards in 2008 Fiscal Year” table, below) to each non-employee director, with a maximum of 120,000 shares to be subject to each such option (or 160,000 shares for the Chairman of the Board and the lead independent director). Additionally, at the time an initial grant is made to a new director, he or she also receives an option grant for a number of shares equal to the number of shares subject to the annual renewal grants made to continuing directors, described below, pro-rated to reflect the number of full months of service remaining prior to the next annual stockholder meeting (identified as the “Pro Rata Grant” in the “Director Grants of Plan-Based Awards in 2008 Fiscal

Year” table, below). For continuing directors, an annual renewal grant is made effective with each regularly scheduled annual stockholder meeting, subject to the same share limits described for initial grants (identified as the “Annual Grant” in the “Director Grants of Plan-Based Awards in 2008 Fiscal Year” table, below). As described above, the annual renewal grant was not made in fiscal 2008. The actual number of shares to be subject to the options granted for Board and committee service is established by a committee of employee directors. All options granted have a seven-year term, and the initial grant vests 25% on each anniversary date of the grant and the pro rata grant and annual renewal grant vest over two years with the first 50% vesting one year after grant and the remaining 50% vesting two years after grant as long as the option holder continues to serve on the Board.

     During fiscal year 2008, options were granted to non-employee directors under the 2003 Stock Plan for the following number of shares and at the per share exercise prices shown in the table below. As described above, the annual renewal grant was not made in fiscal 2008, so no grants were made in fiscal 2008 other than an award of 32,000 options to Mr. DiCamillo approved in recognition of the substantial work performed by, and to be performed by, the lead independent director in connection with the transition of the senior leadership of the Company.

Director Grants of Plan-Based Awards in 2008 Fiscal Year

																						Aggregate Number of
		Initial or Pro Rata												Exercise				Fair Value at				Options Outstanding
Non-Employee Director		Grant				Annual Grant				Special Grant				Price(1) ($)				Grant(2) ($)				5/30/08
Eric A. Benhamou			—				—				—				—				—				4,222,395
Gary T. DiCamillo			—				—				32,000				2.6100				42,147				409,470
James R. Long			—				—				—				—				—				283,350
Raj Reddy			—				—				—				—				—				354,750
Dominique Trempont			—				—				—				—				—				125,333
Paul G. Yovovich			—				—				—				—				—				331,250

     The following table shows all outstanding equity awards held by the non-employee directors at the end of fiscal year 2008.

Director Outstanding Equity Awards at 2008 Fiscal Year-End

		Number of
		Securities				Number of
		Underlying				Securities				Option Awards
		Unexercised Options				Underlying Options				Option Exercise				Option Expiration
Name		(#) Exercisable				(#) Unexercisable				Price ($)				Date
Eric A. Benhamou			263,922	(1)			0			$	5.2827				09/01/2008
			211,186	(1)			0			$	8.0146				11/30/2008
			99,245	(1)			0			$	5.2179				06/14/2009
			1,013,692	(1)			0			$	5.5416				07/21/2009
			263,560	(1)			0			$	5.9818				09/13/2009
			111,506	(1)			0			$	8.9210				12/10/2009

		Number of
		Securities				Number of
		Underlying				Securities				Option Awards
		Unexercised Options				Underlying Options				Option Exercise				Option Expiration
Name		(#) Exercisable				(#) Unexercisable				Price ($)				Date
			202,738	(1)			0			$	11.7565				07/11/2010
			37,046	(1)			0			$	4.9719				06/01/2008
			1,663,000	(1)			0			$	13.6875				08/01/2010
			37,500	(2)			0			$	4.0700				10/16/2012
			75,000	(2)			0			$	6.1500				09/23/2010
			75,000	(2)			0			$	4.3200				09/22/2011
			75,000	(2)			0			$	4.0400				09/28/2012
			47,000	(2)			47,000			$	4.4100				09/20/2013
Gary T. DiCamillo			79,500	(1)			0			$	10.0625				12/13/2010
			31,720	(2)			0			$	10.0625				12/13/2010
			39,750	(2)			0			$	3.7900				09/20/2011
			39,750	(2)			0			$	4.2600				09/24/2012
			39,750	(2)			0			$	6.1500				09/23/2010
			39,750	(2)			0			$	4.3200				09/22/2011
			39,750	(2)			0			$	4.0400				09/28/2012
			33,750	(2)			33,750			$	4.4100				09/20/2013
			0	(2)			32,000			$	2.6100				05/06/2015
James R. Long			34,600	(2)			0			$	18.0000				12/13/2010
			39,750	(2)			0			$	3.7900				09/20/2011
			39,750	(2)			0			$	4.2600				09/24/2012
			39,750	(2)			0			$	6.1500				09/23/2010
			39,750	(2)			0			$	4.3200				09/22/2011
			39,750	(2)			0			$	4.0400				09/28/2012
			25,000	(2)			25,000			$	4.4100				09/20/2013
Raj Reddy			39,750	(2)			0			$	4.0400				09/28/2012
			39,750	(2)			0			$	4.3200				09/22/2011
			39,750	(2)			0			$	6.1500				09/23/2010
			39,750	(2)			0			$	4.2600				09/24/2012
			39,750	(2)			0			$	3.7900				09/20/2011
			26,500	(2)			0			$	10.1250				01/19/2011
			79,500	(1)			0			$	10.1250				01/19/2011
			25,000	(2)			25,000			$	4.4100				09/20/2013
Dominique Trempont			19,875	(1)			59,625			$	4.9000				10/23/2013
			22,917	(2)			22,916			$	4.9000				10/23/2013
Paul G. Yovovich			39,750	(2)			0			$	18.0000				12/13/2010
			39,750	(2)			0			$	3.7900				09/20/2011
			39,750	(2)			0			$	4.2600				09/24/2012
			54,000	(2)			0			$	6.1500				09/23/2010
			54,000	(2)			0			$	4.3200				09/22/2011
			54,000	(2)			0			$	4.0400				09/28/2012
			50,000	(2)			0			$	4.4100				09/20/2013

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table contains information, as of August 1, 2008, with respect to the beneficial ownership of our common stock by:

	•		each individual or entity whom we know to own beneficially more than five percent of our common stock;
	•		each director and nominee;
	•		each of the current and former executive officers listed in the “Summary Compensation Table for Fiscal Year 2008” table included in this proxy statement; and
	•		all of our directors and current executive officers as a group.

Beneficial ownership is determined in accordance with the rules and regulations of the Securities and Exchange Commission and generally includes those persons who have voting or investment power with respect to the securities. Unless otherwise indicated, all persons named as beneficial owners of common stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned. In addition, unless otherwise indicated, all persons named below can be reached at 350 Campus Drive, Marlborough, Massachusetts 01752.

						Common Stock								Ownership Percent
						Underlying Options								of Common Stock
		Number of Shares of				Exercisable Within				Total Beneficial				Beneficially Owned
Name and Address of Beneficial Owner		Common Stock Owned				60 Days				Ownership				(1)
5% Stockholders
Entities and individuals related to Citadel Limited Partnership (2)			38,521,187				—				38,521,187				9.5	%
131 S. Dearborn Street, 32nd Floor Chicago, IL 60603
Entities related to Wells Fargo & Company (3)			24,798,013				—				24,798,013				6.1	%
420 Montgomery Street San Francisco, CA 94163
Entities and individuals related to Silver Point Capital, L.P.(4)			22,500,000				—				22,500,000				5.6	%
Two Greenwich Plaza Greenwich, CT 06830
Entities related to Barclays Global Investors, N.A. (5)			20,931,141				—				20,931,141				5.2	%
45 Fremont Street San Francisco, CA 94105
Directors and Named Executive Officers
Non-Employee Directors
Eric A. Benhamou (6)			1,208,146				4,185,349				5,393,495				1.3	%
Gary T. DiCamillo			11,000				377,470				388,470				*
James R. Long			162,800				283,350				446,150				*
Raj Reddy			31,000				354,750				385,750				*
Dominique Trempont			—				42,792				42,792				*

						Common Stock								Ownership Percent
						Underlying Options								of Common Stock
		Number of Shares of				Exercisable Within				Total Beneficial				Beneficially Owned
Name and Address of Beneficial Owner		Common Stock Owned				60 Days				Ownership				(1)
Employee Director
Ronald A. Sege (7)			1,005,473				—				1,005,473				*
Named Executive Officers
Robert Y. L. Mao (8)			150,000				32,375				182,375				*
Jay Zager (9)			430,188				125,000				555,188				*
Neal D. Goldman (10)			855,452				900,000				1,755,452				*
Dr. Shusheng Zheng (11)			47,494				—				47,494				*
Robert Dechant (12)			140,484				450,000				590,484				*
Donald M. Halsted, III (13)			216,489				—				216,489				*
Edgar Masri (14)			317,257				6,000,000				6,317,257				1.5	%
All directors and current executive officers as a group (10 persons) (15)			3,901,553				6,301,086				10,202,639				2.5	%

     The following table summarizes information related to our equity compensation plans as of May 30, 2008:

Equity Compensation Plan Information

Number of securities

remaining available for

Number of

future issuance under

securities to be

equity compensation

issued upon

Weighted average

plans (excluding

exercise of

exercise price of

securities reflected in

Plan category(1)

outstanding options

outstanding options

1st column)

Equity compensation plans approved by stockholders

27,310,086

$

5.0043

11,499,958

Equity compensation plans not approved by stockholders (2)

13,807,919

5.6201

—

Total

41,118,005

$

5.2111

11,499,958

     Disclosure Regarding Non-Stockholder-Approved Plans. The 1994 Stock Option Plan (“1994 Plan”) provided for the grant of stock options to employees other than officers and directors. The 1994 Plan, which was not approved by stockholders, was terminated as to future grants as of September 23, 2003. The 1994 Plan is administered by the Compensation Committee, which has the power to determine matters relating to outstanding option awards under the 1994 Plan, including conditions of vesting and exercisability. Options granted under the 1994 Plan expire no later than 10 years from the grant date. Options granted under the 1994 Plan generally vest two or four years from the date of grant. Options for Messrs. Masri, Zager and Sege under their respective Stand Alone Stock Option Agreements have a term of 7 years from the date of grant and vest and become exercisable in four equal annual installments on the anniversary of the date of grant. Messrs. Zager and Sege also received restricted stock under respective Stand Alone Restricted Stock Agreements, vesting in equal annual installments over three years.

RELATED PERSON TRANSACTIONS

     We have no “related party transactions” as defined by Item 404 of Regulation S-K.

     It is the policy of the Board of Directors that all “related party transactions” be subject to approval or ratification in accordance with the procedures set forth below. In furtherance of relevant NASDAQ rules and 3Com’s commitment to corporate governance, the charter of the Audit and Finance Committee provides that the Audit and Finance Committee shall review all “related party transactions” for potential conflict of interest situations on an ongoing basis, and all such transactions must be approved by the Committee. The Audit and Finance Committee also adopted a separate policy intended to provide more detail as to the procedures to be followed in implementing the Committee’s responsibilities under its charter. The material terms of the policy are as follows:

	•		the Audit and Finance Committee shall review the material facts of all related party transactions that require the Committee’s approval and either approve or disapprove of the transaction;
	•		in determining whether to approve or ratify a transaction, the Audit and Finance Committee will take into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction;
	•		no director shall participate in any discussion or approval of a transaction for which he or she is a related party, except that the director shall provide all material information concerning the transaction to the Audit and Finance Committee;
	•		if a transaction will be ongoing, the Audit and Finance Committee may establish guidelines for the Company’s management to follow in its ongoing dealings with the related party; thereafter, the Audit and Finance Committee, on at least an annual basis, shall review and assess ongoing relationships with the related party to see that they are in compliance with the Committee’s guidelines and that the transaction remains appropriate; and
	•		as a general matter, the Company’s Chief Compliance Officer and his or her delegates will assist the Audit and Finance Committee in compiling and interpreting information received that bears on related party transactions.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy and Objectives

     3Com operates in a rapidly changing, complex and extremely competitive business environment. As such, the need to attract, retain and motivate executive talent is paramount in accomplishing 3Com’s business objectives. 3Com’s executive compensation program is designed to drive organizational performance by delivering significant value to executives when the business achieves or exceeds its objectives. The goals of 3Com’s executive compensation program are to:

	•		attract, retain and motivate highly qualified executives with market-relevant compensation programs;
	•		align executive compensation with mid- and long-term stockholder value creation;
	•		provide rewards that are commensurate with 3Com’s short-term business performance;
	•		promote leadership continuity under challenging and rapidly changing business conditions; and
	•		provide transparency so that executives and other stockholders understand the executive compensation program and the objectives it seeks to achieve.

     The following current or former officers, each of whom is a “Named Executive Officer” (“NEO”) as defined in this Proxy Statement, are included in this Analysis:

	•		Robert Y. L. Mao, Chief Executive Officer
	•		Edgar Masri, former President and Chief Executive Officer
	•		Jay Zager, Executive Vice President and Chief Financial Officer
	•		Donald M. Halsted, III, former Executive Vice President and Chief Financial Officer
	•		Neal D. Goldman, Executive Vice President and Chief Legal and Administrative Officer and Secretary
	•		Dr. Shusheng Zheng, Executive Vice President, 3Com, and Chief Operating Officer, H3C
	•		Robert Dechant, former Senior Vice President, World Wide Sales and Marketing

Overview of Compensation Practices

     Role of the Compensation Committee. The Compensation Committee, (the “Committee”) reviews salaries and other compensation arrangements for 3Com’s directors and those officers subject to the reporting requirements of Section 16 of the Securities Act of 1934, as amended (“Executives”). The Committee approves such compensation and advises the full Board of Directors (the “Board”) on general aspects of 3Com’s compensation and benefit policies. Although the Committee receives and considers input from Company Executives, its compensation consultants and its legal advisers, it does not delegate decision-making authority on Executive or Director compensation. A detailed discussion of the Committee’s structure, roles and responsibilities and related matters can be found above under the heading “Committees of the Board.” The Committee operates under a written charter that is available on 3Com’s website at http://www.3com.com/corpinfo/en_US/investor/comp_com.html. The Committee meets as often as necessary to discharge its responsibilities. In fiscal year 2008, the Committee met fifteen times in a combination of regularly scheduled and special meetings, and met in executive session eleven times, three times with the CEO, and seven times with the Chief Legal and Administrative Officer and/or Secretary or the Assistant Secretary.

     At least annually, the Committee reviews 3Com’s Executive compensation programs and policies in light of the above philosophy and in relation to changes and trends in the marketplace. The Committee determines whether each Executive’s total compensation is consistent with the compensation philosophy and market data, and makes adjustments as necessary. When making compensation decisions, the Committee takes into account market data for Executives with comparable responsibilities at 3Com’s peer group companies and other factors, including each Executive’s individual performance (particularly over the past year), the scope of his role at the Company, his expected future contributions, financial and operational results, each Executive’s historical compensation, any retention concerns, and the Chief Executive Officer’s recommendations in the case of Executives other than himself. In designing compensation for individual Executives, if applicable the Committee may choose to implement incentive programs that take into account the region or specific business for which the Executive is primarily responsible. For example, Dr. Zheng, who manages our China-based H3C business (which was formerly a joint venture with Huawei Technologies and is now a wholly-owned subsidiary of 3Com) has a portion of his incentive compensation dependent on H3C’s performance as part of an H3C-specific plan. In looking at historical compensation, the Committee looks at the salary over time and also looks at the unvested and vested value inherent in equity awards, among other factors.

     Role of the Compensation Consultants. The Committee retained the services of leading compensation consulting firms, Pearl Meyer & Partners and DolmatConnell & Partners (collectively “Compensation Consultants”), to advise on appropriate peer group firms, pay levels and mix, incentive plan design, performance measurement, and other relevant market practices and trends. The Compensation Consultants also collect and analyze relevant market data or “benchmarks” from peer group companies and industry-specific surveys in each of these areas. They prepare reports for, deliver presentations to and engage in discussions with the Committee about their observations and analysis of the information collected. Such reports, presentations, and discussions address topics ranging from the strategic considerations for compensation of the Company’s Executives and Directors to potential tax and accounting implications and dilutive impacts of various compensation elements to specific adjustments of particular elements of both Executive and Director compensation. The Compensation Consultants provide a limited amount of other advice and consulting services for consideration by the Committee, primarily in the area of 3Com’s equity program. The Compensation Consultants work independently for the Compensation Committee and provide no other services to the Company.

     Role of Executives and Other Employees in Compensation Matters. The Chief Executive Officer annually reviews the performance and contribution of Executives. The conclusions reached and recommendations based on these reviews, including salary adjustments, semi-annual bonus awards and equity grants, are presented to the Committee. The Committee may and has exercised its discretion in modifying, accepting or rejecting these recommendations. 3Com’s Chief Financial Officer participates with the Chief Executive Officer to provide information to enable the Committee to consider, evaluate and approve the financial metrics and targets used in 3Com’s cash incentive bonus plans. 3Com’s Chief Administrative and Legal Officer and 3Com’s Senior Vice President - Human Resources, and members of their staffs, facilitate the interaction between the Compensation Consultants and the Committee as the case warrants.

     The Chief Executive Officer, the Chief Legal and Administrative Officer, the Senior Vice President — Human Resources and members of their staffs attend parts of meetings of the Compensation Committee. The Committee regularly meets in executive session to discuss and decide elements of the compensation of the Chief Executive Officer and other Executives, sometimes with the presence of the Secretary and/or Assistant Secretary of the Committee and sometimes without.

     Market Positioning. The Committee targets Executive compensation to the relevant competitive market. The competition among high technology companies for qualified executives is intense, and 3Com’s strategic plans depend heavily on a committed and highly qualified Executive team. Accordingly, the Committee generally targets Executive total direct compensation, which includes base salary, bonus, and long-term incentives, at the 65^th to 75^th percentile of the peer group described below. Compensation for any Executive may vary from target, up or down, based on performance, tenure, experience, prior compensation and other factors that may be judged as critical and pertinent by the Committee. While market data from 3Com’s peer group is considered by the Committee to assist in setting a range for the individual and combined elements of compensation for Executives, it is not solely determinative. For instance, the Committee has exercised its discretion to adjust or exceed a bench-marked component when it deems necessary and appropriate to recruit or retain a key Executive. Also, the peer group data does not always contain appropriate comparables for certain positions, such as that of the Company’s Chief Administrative and Legal Officer. In such circumstances, the Committee considers the scope of the role and responsibilities, the individual’s performance and how the compensation compares to that of other Executives.

     Peer Group. Periodically, the Committee, working with its Compensation Consultants, reviews its peer group to ensure that the companies selected are appropriate for compensation and performance comparison purposes. The table below presents the peer group used by the Committee for pay comparisons and for evaluating 3Com’s relative performance for much of fiscal year 2008, including relevant comparison metrics as of May, 2007, when the peer group was originally selected.

Company		Most Recent Four Quarters Revenue ($M)				Market Cap ($M)
ADC Telecomm		$	1,306			$	2,015
Avaya, Inc.			5,179				5,340
Brocade Communications			805				4,059
Extreme Networks			339				523
Foundry Networks			474				2,124
Juniper Networks			2,304				11,658
McAfee, Inc.			1,142				4,658
NETGEAR, Inc.			574				1,029
Tellabs, Inc.			2,041				4,426
25th Percentile			574				2,015
Median			1,142				4,059
75th Percentile			2,041				4,658
3Com			1,212				1,573

     At the end of fiscal year 2008 the Committee, with the assistance of DolmatConnell & Partners, reevaluated the peer companies using the following criteria: status as a U.S.-based actively-traded public Company, annual revenue, market capitalization and product and industry similarity. The Committee then altered the composition of the peer group to better reflect the market for executive talent in which 3Com competes. Based on this analysis, for fiscal year 2009, the Committee selected a peer group to be used for pay comparisons, including base salary, total target cash (i.e., base salary + target incentive bonus), and long-term incentives (e.g., equity) and for evaluating 3Com’s relative performance. The peer group is presented in the table below, including relevant comparison metrics as of May, 2008.

Company		Most Recent Four Quarters Revenue ($M)				Market Cap ($M)
ADC Telecomm		$	1,363			$	1,608
ARRIS Group, Inc.			992				778
Brocade Communications			1,361				2,895
Ciena Corp.			842				2,248
CommScope, Inc.			1,931				2,790
Foundry Networks			607				1,781
JDS Uniphase Corp.			1,468				2,936
NETGEAR, Inc.			728				767
Palm, Inc.			1,424				692
Plantronics, Inc.			842				921
Polycom, Inc.			930				1,979
Tellabs, Inc.			1,913				2,723
25th Percentile			842				886
Median			1,176				1,880
75th Percentile			1,435				2,740
3Com			1,285				1,324

Components of Executive Compensation

     Executive compensation at 3Com consists of base salary, a short-term performance-based cash incentive opportunity, a long-term incentive opportunity (consisting primarily of equity-based vehicles but including a cash-based program for the H3C NEO), perquisites and other benefits. 3Com has selected these elements of compensation because each is considered useful and/or necessary to meet one or more of the principal objectives of 3Com’s compensation policy. The table below describes how these elements of Executive compensation link to the compensation philosophy.

		Deliver		Align with		Reward
		Market		Stockholder		Short-Term		Maintain		Provide
		Relevant		Value		Business		Leadership		Program
Compensation Programs		Compensation		Creation		Performance		Continuity		Transparency
Base Salary Program		X								X
Short-Term Incentives
•   3Bonus Program		X				X				X
•   H3C Bonus Program		X				X				X
Long-Term Incentives
•   Stock Option Grants		X		X						X
•   Time-Based Restricted Shares		X		X				X		X
•   Performance Accelerated Vesting Restricted Shares		X		X						X
•   H3C Cash-Based LTI		X		X		X		X		X
Other Compensation and Benefits Programs		X						X		X

     In determining the value of each compensation element for each Executive, the Committee considers competitive market data based on the established peer group and relative to the targeted market positioning (as discussed above). Individual responsibilities, individual performance and internal equity within 3Com are also considered in determining the value of each compensation element for each Executive. For both fiscal year 2008 and fiscal year 2009 the Committee conducted Executive compensation reviews and made determinations regarding the appropriateness of each element of each Executive’s compensation as described below.

     Base Salary. Base salaries provide a fixed amount of compensation for the Executive’s work responsibilities. In determining each Executive’s base salary, the Committee considers competitive market data based on the established peer group, individual responsibilities and performance, and internal equity within 3Com. In July 2007 and again in June 2008, the Committee conducted its annual Executive compensation review. Based upon the peer group data and 3Com’s overall performance, as well as the Committee’s assessment that equity grants to Executives provided significant compensatory opportunities and were more directly aligned than cash compensation with shareholder interests and the principles of pay-for-performance, the Committee did not increase base salary levels in either year. The sole exception was in the case of Mr. Dechant, as discussed in the next section. In determining the starting base salary for Mr. Mao, the Company’s Chief Executive Officer who was hired in fiscal 2008, the Committee considered competitive market data based on the peer group, the intended responsibilities, the previous incumbent’s base salary level, and internal equity within 3Com.

     Cash Incentive Bonus. 3Com’s Cash Incentive Bonus is designed to place a significant portion of each Executive’s cash compensation “at risk” relative to the Company’s short-term performance. To this end, the Company has established a target annual performance-based cash incentive opportunity for each Executive expressed as a percentage of base salary. In establishing the amount of target incentive, the Committee evaluates the total target cash compensation (base salary + target incentive) relative to cash compensation delivered to incumbents in similar roles within the peer group, individual responsibilities and internal equity within 3Com. The actual award earned may be higher or lower than this target incentive amount based on Company, divisional and/or individual performance factors, as discussed below.

     The Committee believes that the Company’s annual business plan and near-term business objectives are best supported by a cash incentive plan tied to both divisional or regional and Company-wide performance goals established for a period of one year or less. Because of the rapidly changing industry in which 3Com competes, the Committee believes that annual or semi-annual goals can be established with greater specificity and linkage to the operating plan objectives and with less risk of error or misalignment than would be the case with a longer measurement period. The Committee also believes that goals that can be achieved over an annual or semi-annual period play an important role in motivating performance and promoting retention. Moreover, the Committee believes that establishing annual or semi-annual plans provides the Company with the flexibility to adjust the structure and objectives of its plan to meet changes in the Company’s business and competitive environment. For example, the Committee was able to set specific financial metrics for each half of fiscal year 2008 that established a set of concrete financial goals and priorities for Executives and, by extension, their various organizations and teams.

     For fiscal year 2008, Executive bonus payments were issued under one of two cash incentive bonus programs: the 3Bonus Program and the H3C Cash Incentive Bonus Program. Based on its annual review conducted in July 2007, the Committee determined that changes to the target bonus percentages for Executives, with the exception of Mr. Dechant, were not necessary or appropriate in view of the criteria mentioned above. Based on its review of Mr. Dechant’s compensation, the Committee determined that the total target cash compensation for Mr. Dechant was high and not appropriately aligned with either the peer group or the other Executives. Accordingly, the Committee reduced Mr. Dechant’s total target cash compensation from $650,000, comprised of $325,000 in base salary and a 100% annual cash incentive bonus opportunity, of which 60% was allocated to 3Com’s 3Bonus program and 40% was allocated to 3Com’s Sales Incentive Program, to $602,250, comprised of $365,000 in base salary and a 65% annual cash incentive bonus opportunity assigned entirely to 3Com’s 3Bonus program. The table below indicates the percentage of base salary associated with target bonuses for each Executive under the 3Bonus Program during fiscal year 2008.

						Target
						Annual				Target
						Bonus based				Annual
		Annual				on % of Base				Bonus				Total Annual
Officer		Salary				Salary				Opportunity				Target Cash
Mao		$	650,000				100	%		$	650,000			$	1,300,000
Masri			650,000				100				650,000				1,300,000
Zager			400,000				65				260,000				660,000
Halsted			350,000				65				227,500				577,500
Dechant1			365,000				65				237,250				602,250
Goldman			375,000				65				243,750				618,750
Zheng2			327,816				67				218,544				546,360

3Bonus Program

     3Bonus is a semi-annual bonus program. For the fiscal year 2008 and the first half fiscal year 2009 programs, although the “target” bonus amounts are set forth in the table above, the bonus potential ranges from 50% — 200% of target amounts, based on the degree of attainment of financial metrics. For each metric included in each semi-annual program (as described below), the Committee set goals for payouts of bonus at three levels: “threshold” (the achievement of which would result in a payout of 50% of target bonus amounts), “target” (the achievement of which would result in a payout of 100% of target bonus amounts) and “maximum” (the achievement of which would result in the maximum payout of 200% of target bonus amounts). The program calls for actual payout to be based on a sliding scale for achievement attained in between specified levels, although no payouts result unless, at a minimum, “threshold” achievement levels were or are attained for that metric. These assigned goal levels reflect continued improvement in performance relative to previous periods and are expected to be challenging but achievable. The Committee has expressly reserved the right to alter payouts for Executives, up or down, based on factors in addition to these metrics including specific performance goals for individual Executives, which goals may include, among other things, business unit financial plans, functional objectives and other strategic objectives.

     For the first half of fiscal year 2008, Messrs. Masri, Zager, Halsted, Goldman, and Dechant participated in the 3Bonus program. Dr. Zheng did not participate in the first-half program. For this period, the Committee set metrics and weightings for the participating Executives based on the achievement of specified consolidated company financial goals as follows: (1) revenue at 40%, (2) gross margin at 20% and (3) non-GAAP operating profit at 40%. Revenue and non-GAAP operating profit, defined as Gross Margin less Research and Development expense, Sales and Marketing expense, and General and Accounting expense and excluding FASB and purchase accounting expenses, were chosen because these operational metrics focus the Executives on overall top-line growth and profitability. The non-GAAP measure allows evaluation of results on a consistent and comparable basis period-over-period. Gross margin was chosen to focus Executives on the cost efficiency of delivering products to customers. To set realistic but challenging goals and to emphasize the criticality of at least baseline achievement of the segment operating profit metrics, the Committee determined that each metric could be earned individually and independent of thresholds for other metrics, provided that no payouts were permitted unless the non-GAAP operating profit metric was achieved at “threshold level” or higher.

     For the first half of fiscal year 2008, the Committee reviewed the Company’s financial performance relative to the pre-established consolidated financial goals. It determined that, based on the relative influence of H3C, the resulting payout of 115% would have over-compensated Executives when considering 3Com’s overall performance during the first half of fiscal 2008. Therefore, the Committee exercised its discretion to reduce the payout amounts to better coincide with performance. As shown in the table below, the Committee determined that a bonus payout of 100% of the target incentive was appropriate for all participating Executives except Mr. Dechant, who received a payout of 91% of his target incentive, so as to align his payout with the relative performance of the business unit for which he was responsible. Mr. Dechant also received a payout for his earned sales incentive bonus prorated to the effective date of its termination as indicated in the table below. Messrs. Halsted’s and Zager’s payouts were prorated based on their dates of eligibility during the bonus period and in accordance with their respective employment arrangements.

     For the second half of fiscal year 2008, Messrs. Mao, Masri, Zager, Goldman and Dechant and Dr. Zheng participated in the 3Bonus program. For this period, the Committee adjusted the 3Bonus Program to better align with second half Company strategy and goals, including incorporating the formerly independent H3C division bonus program into the Company’s 3Bonus Program. For Messrs. Mao, Masri, Zager and Goldman, the Committee specified equally-weighted consolidated financial goals in the following categories:

(1) consolidated revenue, (2) consolidated non-GAAP operating profit and (3) consolidated cash from operations. The cash from operations metric was substituted for gross margin in order to encourage focus on cash generation. Each of these goals could be met individually and independent of attainment of other metrics and based on their associated weightings. For the second half of fiscal year 2008, the Committee specified a bonus structure for Mr. Dechant based equally between (1) the 3Com consolidated metrics, as described above for Messrs. Mao, Masri, Zager and Goldman, and (2) DVBU segment metrics, which were comprised of equally weighted financial goals in the following categories: (a) segment revenue and (b) segment non-GAAP operating profit, as defined above.

     For the second half of fiscal year 2008, the Committee determined closer alignment of the bonus programs applicable to Dr. Zheng and other Executives was critical to drive the integration of H3C. Accordingly, Dr. Zheng’s target annual bonus opportunity was split equally between (1) the 3Com consolidated metrics as described above for Messrs. Mao, Masri, Zager and Goldman and set for the second half of fiscal year 2008, and (2) specified H3C segment metrics. The H3C segment metrics were set for H3C’s calendar fiscal year 2008 and were comprised of equally weighted financial goals in the following categories: (1) segment revenue, (2) segment non-GAAP operating profit (as defined above) and (3) segment cash from operations. For each H3C segment metric described above, the Committee set goals for bonus at four levels: “threshold” (the achievement of which will result in a bonus opportunity amount of 50% of the target H3C segment portion of the total bonus amount), “first level target” (the achievement of which will result in a bonus opportunity amount of 64% of the target H3C segment portion of the total bonus amount), “second level target” (the achievement of which will result in a bonus opportunity amount of 100% of the target H3C segment portion of the total bonus amount), and “maximum” (the achievement of which will result in a bonus opportunity amount of 200% of the target H3C segment portion of the total bonus amount). As with all other 3Bonus metrics, the actual bonus opportunity amount will be based on a sliding scale for achievement attained in between specified levels and can be met individually, although for any single metric no amount will count towards the bonus opportunity unless, at a minimum, the “threshold” achievement level is attained for that metric.

     For the second half of fiscal year 2008, the achievement of financial metrics within the context of the approved 3Bonus Program was calculated by management and presented for review by the Committee. Based on the relative influence of H3C, the Committee believed that the resulting payouts of 130% for Messrs. Mao, Zager and Goldman would have over-compensated these Executives when considering 3Com’s overall performance during the second half of fiscal year 2008. Therefore, the Committee exercised its discretion to reduce the payout amounts to better coincide with performance. As shown in the table below, the Committee determined that a bonus payout of 100% of the target incentive for these Executives was appropriate. Similarly, the Committee exercised its discretion to reduce the payout amount for Mr. Dechant from 75% to 50% to better coincide with his individual performance and the performance of the business unit for which he was responsible. The Committee determined that no adjustments to the percentage payout result for Dr. Zheng was warranted based on his performance in comparison to the established goals.

		First Half FY2008								Second Half FY2008
		Payout				Actual				Payout				Actual
Officer		Percentage				Payout				Percentage				Payout
Mao		NA				NA					100	%		$	56,831	1
Masri			100	%		$	325,000			NA				NA
Zager			100	%		$	113,661				100	%		$	130,000
Halsted			100	%		$	35,430			NA				NA
Dechant
3Bonus			91	%		$	107,949				50	%		$	59,313
Q1 Sales Bonus2			120	%		$	22,714			NA				NA
Goldman			100	%		$	121,875				100	%		$	121,875
Zheng3		NA				NA					150	%		$	86,364

     For the first half of fiscal year 2009, the Committee again set financial goals, each of which can be met individually and independent of attainment of other metrics. For Messrs. Mao, Zager and Goldman and Dr. Zheng (noting that Dr. Zheng’s bonus under these criteria constitutes only 50% of his overall opportunity, the other 50% being tied to previously-determined calendar year 2008 H3C annual goals as discussed above), the Committee retained the specified equally-weighted financial goals for: (1) consolidated revenue, (2) consolidated non-GAAP operating profit and (3) consolidated cash from operations. The Committee believes that the business plan is challenging to achieve given the complex and competitive nature of 3Com’s business environment.

H3C Cash Incentive Bonus

     For H3C calendar fiscal year 2007, the Committee determined that it was in the Company’s best interest to emphasize Dr. Zheng’s focus on the performance of H3C. Accordingly, Dr. Zheng was not a participant in the 3Bonus Program through the end of 3Com’s first half fiscal 2008 and was instead aligned with the H3C business unit of the Company as a participant in the H3C Cash Incentive Bonus Program. However, as indicated above, Dr. Zheng was included in the 3Bonus program for second half of 3Com’s fiscal year 2008 and the H3C Cash Incentive Bonus Program, as it applies to Dr. Zheng, was subsumed as a segment plan under the 3Bonus program effective January, 2008. Under his employment agreement, Dr. Zheng’s annual bonus opportunity for calendar year 2007 through the term of his agreement is approximately 67% of his current base salary.

     The H3C Cash Incentive Bonus Program, which was implemented prior to 3Com’s March 29, 2007 acquisition of the remaining 49% of H3C, was based on a set pool of available earnings under H3C’s financial plan for calendar year 2007. The Committee approved a regular annual bonus payment for calendar year 2007 of $309,100 for Dr. Zheng, reflecting 138% of his total target annual bonus opportunity. The bonus amount was determined based on a variety of factors but primarily based on the Committee’s review of the high level of achievement against H3C’s financial plan for H3C’s fiscal year 2007. The Committee also considered Dr. Zheng’s contribution and individual performance. While the first part of the calendar year 2007 performance period for which this bonus was determined overlaps with 3Com’s fiscal year 2007, this entire bonus amount is included in the “Summary Compensation Table” in the “Executive Compensation” section in this Proxy Statement.

     Long-Term Incentives. Executives’ compensation mix emphasizes long-term incentives, particularly in the form of equity incentives which reinforce team performance and ties wealth accumulation to overall Company and stock performance. The Committee believes that equity compensation most directly links Executive and stockholder interests. Equity compensation is normally targeted for each Executive at the 65^th percentile of the peer group in order to attract, retain and reward qualified Executives in a market that competes intensely for Executive talent. The Committee, with the assistance of its Compensation Consultants, determines Executive equity grants by reviewing a composite set of data which includes valuation estimates of disclosed grants made by 3Com’s peer group, individual history, internal comparisons, potential incremental share dilution, and the FAS123(R) costs associated with equity grants.

     3Com’s equity incentives at the Executive level, which are usually granted on an annual basis as part of a broader Company equity program, are typically in the form of stock options with time-based vesting and/or restricted stock (or restricted stock units) with time-based vesting. In fiscal year 2008 and in accordance with 3Com’s policy for granting equity awards, grants to Executives already employed by the Company were effective on the first Tuesday of the month that immediately follows the month in which grants are approved; grants to newly hired Executives were effective on the first Tuesday of the month that immediately followed the month in which they started. At management’s request, for administrative convenience, the Committee changed the grant date policy from “first Tuesday” to the fifth NASDAQ trading day following the month of either start date (in the case of new hires) or approval (in the case of existing employees). Stock options are issued at an exercise price equal to the closing price of the Company’s common stock on the effective date of the grant and typically vest in equal annual installments over four years. Stock options are utilized to most directly link Executives’ wealth accumulation to stockholder value appreciation. Restricted stock with time-based vesting is typically issued as both a means to tie the potential for value appreciation of the Executive’s holdings to stockholder interests and to assist in the retention of Executives by efficiently providing some certainty of value of the holdings if they remain with the Company over the vesting period. Grants of restricted stock-based equity typically vest either annually or semi-annually in two or three year increments in accordance with competitive practice and depending on the circumstances of the grant.

     The Committee has not granted nor does it intend in the future to grant, equity awards to Executives in anticipation of the release of material nonpublic information that is likely to result in changes to the price of the Company’s common stock. Similarly, the Committee has not timed, nor does it intend in the future to time, the release of material nonpublic information based on equity award grant dates.

     For fiscal year 2009, in recognition of the imperative of aligning Executive compensation with shareholder value creation, and to better balance the Company’s need to both incent and retain key Executives, the Company altered its predominantly restricted stock-based approach, as reflected in grants issued to Executives earlier in fiscal year 2008, to one that combines a mix of stock options and restricted stock or restricted stock units, as reflected in grants issued to Executives later in fiscal year 2008. The Committee believes that stock options that vest over time most effectively deliver “pay for performance” as it relates to equity value creation by rewarding Executives only to the extent they drive sustainable value appreciation in the Company’s stock. The Committee also believes that the use of restricted stock in the equity mix recognizes competitive market trends, and balances stock options’ incentive value against the more certain retentive value of restricted stock. In addition, restricted stock may be a more efficient vehicle with respect to 3Com’s equity plan share reserves and overall dilution, because generally fewer shares are needed to retain and motivate 3Com Executives and other employees than is the case with stock options.

Long-Term Incentives for Existing Executives

     The need to hire, retain and motivate Executives in the current competitive environment of the high technology industry and the unique demands of the integration of H3C and other organizational and structural challenges facing the Company were heavily considered in determining the size, timing and frequency of the fiscal year 2008 grants to Executives. The Committee also considered the appropriate mix of equity vehicles to drive share price growth and promote Executive attraction and retention, especially in turnaround situations, as tends to be the case with stock options and restricted share-based equity respectively. In addition, the Committee analyzed the current expected value and various stock price appreciation scenarios of the possible awards, the incentive value of prior awards to the recipients, the Executive’s target compensation in the context of relevant market data, the Executive’s retention risk (particularly in light of the unusually high executive turnover at 3Com), the relative roles and contributions of the Executives in the previous 12-month period and expectations for the near future, and the FAS123(R) costs of possible awards.

     In consideration of the factors described above, the Committee determined to grant awards to Messrs. Goldman and Dechant at levels between the 50^th and 65^th percentiles of the peer group as part of the broader Company equity program, for which grants were issued on the first Tuesday of September, 2007 (see “Grants of Plan-Based Awards in 2008 Fiscal Year” table in the “Executive Compensation” section in this proxy statement). Mr. Masri did not receive a grant during this timeframe consistent with the Committee’s intent when it approved a three-year telescoping grant as a part of Mr. Masri’s employment agreement in September, 2006. Mr. Zager, who joined the company in June, 2007 and received a new-hire grant at that time, also did not receive a grant during this timeframe.

     In April, 2008, in view of the replacement of 3Com’s CEO and the hiring of a new President and Chief Operating Officer and following the termination of the intended acquisition of 3Com by affiliates of Bain Capital Partners, all of which created significant organizational uncertainties, the Committee resolved to accelerate the fiscal year 2009 annual equity grants to some Executives. This was done as a means of emphasizing retention at a critical inflection point for the Company and to implement a more diverse equity mix designed to better align with shareholder value creation. The Committee approved grants reflecting a combination of stock options and restricted stock with time-based vesting to Mr. Zager, at slightly below the 65^th percentile of similar positions within the peer group, and Mr. Goldman, at slightly above the 65^th percentile of similar positions within the peer group. A modest grant of restricted stock with time-based vesting was issued to Mr. Dechant, well below the 50^th percentile. These grants were issued in May, 2008 (see “Grants of Plan-Based Awards in 2008 Fiscal Year” table in the “Executive Compensation” section in this proxy statement). As with the previously described awards, the Committee analyzed the current expected value and various stock price appreciation scenarios of the possible awards, the incentive value of prior awards to the recipients, the Executive’s target compensation in the context of relevant market data, the Executive’s retention risk, the relative roles and contributions of the Executives in the previous 12-month period and expectations for the near future, and the FAS123(R) costs of possible awards. The differential in grants to each Executive reflects the Committee’s assessment of each of these factors, but particularly those of performance, scope of role, and level of contribution. The grants vest semi-annually over two years in recognition of the industry and organizational challenges in the wake of a leadership transition facing the Company at this time.

     In lieu of 3Com equity for both fiscal and calendar year 2008, the Committee determined to include Dr. Zheng in H3C’s long-term incentive (“LTI”) plan for both calendar years 2007 and 2008. Overall, the Committee seeks to balance the elements of Dr. Zheng’s compensation with elements reliant on H3C performance and those reliant on overall Company performance. In view of the criticality of the H3C business to the Company’s value and potential, the Committee decided that it was important to align Dr.

Zheng with that business for this aspect of his compensation. The Committee determined a payout under the calendar year 2007 LTI plan of $500,000 based on its assessment of a variety of factors, including achievement against established business performance metrics for H3C’s fiscal year 2007 with emphasis on fourth quarter achievement. The Committee also considered Dr. Zheng’s contribution and individual performance during calendar year 2007.

     The Committee approved a calendar year 2008 LTI plan for H3C designed to retain, motivate and incent eligible H3C employees in which Dr. Zheng is eligible to participate. The plan will be funded by 10% of H3C’s earnings before interest and taxes (“EBIT”) for calendar year 2008 and earned as of the end of that year. The Committee believes that this structure encourages focus on increasing the profitability of H3C and complements the 3Bonus program, which focuses on other financial measures. The pool will be distributed among eligible participants at H3C, subject to Committee approval of the distribution to Dr. Zheng, and will be paid 50% in 2009 and 50% in 2010, subject to continued employment.

Long-Term Incentives for New Hires

     In April 2008, the Company entered into an employment agreement with Mr. Mao to succeed Mr. Masri as Chief Executive Officer of the Company. The terms of that agreement included a grant of two million stock options and one million five hundred thousand restricted shares, all of which were to be effective as of May 6, 2008, the first Tuesday of the month following his start date in accordance with the Company’s equity grant policy in effect at the time. On May 30, 2008, Mr. Mao cancelled these restricted shares and the Committee approved the issuance of a grant of restricted stock units in the same amount. This followed an agreement between Mr. Mao and 3Com that his initial grant should be in the form of restricted stock units rather than shares to facilitate easier and more efficient administration given Mr. Mao’s residence in China. The restricted stock units are subject to annual vesting over three years on each anniversary of May 6, 2008, the original grant date of the restricted shares. The Committee believes that the combination of the stock options and the restricted share-based equity best balanced the need to attract and secure the Company’s new Chief Executive Officer and the imperative of incenting shareholder value creation.

     Relative to the Board’s direction to establish a succession plan to promote orderly management transition, the Committee approved acceleration of certain equity grants to Mr. Mao under certain circumstances set forth in his employment agreement. Specifically, the equity grants to Mr. Mao under the terms of his employment agreement will be accelerated in full if he is involuntarily terminated without Cause or resigns for Good Reason (as those terms are defined in his employment agreement) after April 29, 2009; if such termination is after December 31, 2009, any equity grants to Mr. Mao made in fiscal year 2009 will also be accelerated in full. The Committee approved the acceleration to allow Mr. Mao the full benefit of initial equity grants in the event the Board chooses to accelerate the succession plan it contemplated with the simultaneous hiring of Mr. Mao as Chief Executive Officer and another individual as President and Chief Operating Officer. Such acceleration in such circumstances was regarded as appropriate in recognition that Mr. Mao’s new hire grants were at the lower end of the peer group range for new chief executive officers, based on peer group data provided by DolmatConnell & Partners, due in part to the limitation of 3Com’s equity plan share reserves.

     Perquisites and Other Benefits. Historically, the Company has made available to Executives benefits that are available to other employees of the Company. Executives are entitled to participate on the same basis and in the same medical, dental, vision, disability, life insurance, and other plans and programs made available to other full time employees in the applicable country of residence. The Company also provides certain additional perquisites that the Company and the Committee believe are reasonable and consistent with its overall compensation program to enable the Company to attract and retain qualified individuals for certain

Executive positions. Specifically, Mr. Masri, pursuant to his employment agreement, was entitled to receive a maximum of $15,000 for legal and tax expenses incurred in connection with the negotiation, preparation and execution of his employment agreement, $10,000 of which was incurred in the negotiation of his employment agreement and $5,000 of which was incurred in the negotiation of his severance agreement. Mr. Mao received $15,000 for legal expenses incurred in the negotiation of his employment agreement. 3Com also purchases and maintains a $10,000,000 life insurance policy for the benefit of the Chief Executive Officer (or his estate) throughout the term of his employment, with a maximum annual premium of $30,000. Mr. Masri was also given access to an apartment leased near H3C’s headquarters in Hangzhou, China, for use by himself and his immediate family members.

     The Committee has approved perquisites for other Executives on a case-by-case basis, as the situation requires, including expenses and tax equalization associated with Mr. Mao’s assignment in China, as well as access to a car and driver.

     The Company has a 401(k) tax-qualified retirement savings plan pursuant to which all U.S.-based employees are entitled to participate. Employees can make contributions to the plan on a before-tax basis to the maximum amounts prescribed by the Internal Revenue Service. The Company will match 3% of the amount contributed by the employee. The Company matching contributions vest annually in thirds through the first three years of employment with 3Com and are fully vested thereafter. Participants in the Company’s 401(k) plan direct their own investments, which does not include Company stock. Other than these generally available plans, there are no other deferred savings plans in which the Executives participate.

     The Compulsory Social Insurance Plan is the only pension plan that 3Com sponsors, and is a PRC-government-mandated plan that applies to all employees of H3C resident in the PRC. H3C cannot exercise discretion with respect to amounts it contributes to Dr. Zheng or any of its employees, but instead must make contributions required by Chinese regulations.

     Attributed costs of the personal benefits described above for the Executives for the fiscal year ended May 30, 2008, are included in the column entitled “All Other Compensation” in the “Summary Compensation Table for Fiscal Year 2008” table in this proxy statement.

Severance and Change of Control Benefits

     Consistent with market practice as reviewed and reported on by the Committee’s Compensation Consultants and to retain and promote focus of 3Com’s management team, the Executives are covered by arrangements which specify payments in the event the Executive’s employment is terminated under certain circumstances, including instances of constructive discharge resulting in the Executive’s resignation for certain specified reasons. Messrs. Zager, Goldman and Dechant and Dr. Zheng are each subject to the terms of the Company’s Section 16 Officer Severance Plan (the “Plan”) and the corresponding form of Severance Benefits Agreement. This Plan and form agreement were most recently updated and approved by the Committee in September 2006 in consultation with Pearl Meyer & Partners and the recommendation of the then-current Chief Executive Officer. The Committee determined that payment of a year’s salary, a pro ration of actual earned incentive bonus, and a modest amount of equity acceleration was appropriate in the event of involuntary termination or resignation with Good Reason (as that term is defined in the Plan), in order to provide a level of security to the Company’s Executives consistent with that of the Company’s peer group. Note that Dr. Zheng is entitled to severance benefits if he is terminated without a “Valid Reason” (as that term is defined in his employment agreement) that include a payment equal to one month of his base salary per year of service with the Company, and an additional 12 months of base salary. Dr. Zheng’s benefits under the Section 16 Officer Severance Plan, his Severance Benefit Agreement or his Management Retention

Agreement shall be offset and reduced by some of the specific severance benefits for which he is eligible under his employment agreement.

     Mr. Halsted became entitled to the severance benefits described above in connection with his termination as of July 28, 2007, and Mr. Dechant became entitled to them in connection with his termination as of June 30, 2008. In addition, Mr. Halsted received a special bonus of $35,000 in July 2007 in recognition of his efforts during the Company’s transition to a new Chief Financial Officer.

     Mr. Masri received severance upon the termination of his employment on April 28, 2008, under the terms of the employment agreement entered into at the time of his hiring. Mr. Masri received severance benefits including a payment of $1,300,000 representing one year’s base salary and one year’s target annual incentive, accelerated vesting of 166,667 shares of restricted stock, accelerated vesting of a total of three million stock options as well as an extended exercise period through October 11, 2008, fully-paid health benefits for up to 18 months, and fully-paid life insurance premiums for up to 12 months. His severance agreement includes a general release as well as certain non-competition and non-solicitation covenants.

     In fiscal year 2008, DolmatConnell & Partners re-examined these severance arrangements and concluded that they were at the low end of the range among the Company’s peer group, but were appropriate as part of the overall compensatory packages of 3Com’s Executives.

     The Committee also determined that enhancing the severance payments and equity acceleration in connection with a Change of Control of the Company (as those terms are defined in the Company’s forms of Management Retention Agreement) is appropriate in view of the need to stabilize the executive team at the time of any anticipated Change of Control and to offer security to Executives at a time of potential organizational change. In the event of termination without “Cause” or resignation for “Good Reason” (as those terms are defined in the Section 16 Officer Severance Plan and the forms of Management Retention Agreements) in connection with a “Change of Control” (as such term is defined in the Section 16 Officer Severance Plan and the forms of Management Retention Agreements), these Executives also receive acceleration of all outstanding equity and payment of a year’s target bonus amount and continued coverage of employee benefits for a period not to exceed 2 years. The Committee believes that conditioning Change of Control benefits on the “double trigger” of both altered control and termination avoids a windfall payment to the Executive. The gross-up protection for current Executives other than the Chief Executive Officer is limited to circumstances where the “parachute payments” would be greater than 3.59 times the “base amount” as those terms are defined by applicable tax regulations.

     3Com’s Chief Executive Officer is entitled to severance benefits at a higher level than other Executives, consistent with the practice of 3Com’s peer group. If he is terminated without “Cause” or resigns for “Good Reason” (as such terms are defined in his employment agreement) not in connection with a “Change of Control,” (as such term is defined in his employment agreement), the severance benefits include 12 months of base salary plus the payment of Mr. Mao’s target annual cash incentive for the year in which the termination occurs, 12 months of accelerated vesting of outstanding equity awards (other than performance-based restricted share-based awards), plus the special acceleration in certain circumstances described above, and up to 18 months of reimbursement for premiums paid under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). He is also entitled to an extension of the period in which to exercise his stock options after termination, from the earlier of the expiration of the stock option or 90 days provided for in the Company’s 2003 Stock Plan to the earlier of the expiration of the stock option or 165 days, as well as continuation for up to one year of the life insurance policy in effect at the time of his termination. If such termination is in connection with a Change of Control, Mr. Mao is entitled to severance benefits including two years of base salary, the payment of two times his annual cash incentive for the year in which the

termination occurs, full vesting of outstanding equity awards (other than performance-based awards), up to 18 months of reimbursement for premiums paid for COBRA coverage, an extension of the period in which to exercise his stock options after termination, from the earlier of the expiration of the stock option or 90 days provided for in the Company’s 2003 Stock Plan to the earlier of the expiration of the stock option or 165 days, and continuation for up to one year of the life insurance policy in effect at the time of his termination.

     In accordance with prevailing practice as reported by DolmatConnell & Partners to the Committee in the context of its review of Mr. Mao’s compensation arrangements at the time of his hiring, Mr. Mao is also entitled to full gross-up payments for excise taxes owed in connection with any “parachute payments” within the meaning of Section 280G of the Internal Revenue Code, provided that the Company may elect not to make such payments in certain instances including if they would not significantly benefit Mr. Mao.

     Each Executive is required to execute a general release and is subject to certain restrictive covenants in connection with the receipt of any severance benefits, generally including non-solicitation of employees, non-competition and non-disparagement covenants.

Impact of Tax and Accounting Treatment

     Section 162(m) of the Internal Revenue Code, enacted in 1993, generally disallows a tax deduction to a public corporation for compensation of more than $1 million paid to the corporation’s Chief Executive Officer and three other most highly compensated Executives, excluding the Chief Financial Officer. Qualifying performance-based compensation will not be subject to the cap if certain requirements are met. The Committee has reviewed 3Com’s 3Bonus Program and has weighed the benefits of compliance against the burdens. While the Committee’s intent is to maximize the deductibility of Executive compensation to the extent reasonable, the Committee has chosen not to qualify the 3Bonus Program at this time in order to maintain flexibility. The Committee believes that any loss of deductibility will not be material to 3Com’s results and that the burdens of compliance outweigh the benefits. 3Com’s stock option plans, however, are designed to comply with Section 162(m), so stock option grants under the plans are generally tax deductible upon exercise.

COMPENSATION COMMITTEE REPORT

     We, the Compensation Committee of the Board of Directors of 3Com Corporation, have reviewed and discussed the Compensation Discussion and Analysis set forth above with the management of the Company, and, based on such review and discussion, have recommended to the Board of Directors inclusion of the Compensation Discussion and Analysis in this proxy statement and, through incorporation by reference from this proxy statement, the Company’s Annual Report on Form 10-K for the year ended May 30, 2008.

Compensation Committee:
Gary T. DiCamillo, Chair
Dominique Trempont

EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table contains information concerning the compensation of (1) our current Chief Executive Officer, who also served in such capacity during fiscal year 2008, (2) our former Chief Executive Officer, who served in such capacity during fiscal year 2008, (3) our current Chief Financial Officer, who also served in such capacity during fiscal year 2008, (4) our former Chief Financial Officer, who served in such capacity during fiscal year 2008, and (5) our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2008.

Summary Compensation Table

																								Change in
																								Pension Value
																								and
																				Non-Equity				Nonqualified
												Stock				Option				Incentive Plan				Deferred				All Other
Name and Principal		Fiscal										Awards				Awards ($)				Compensation				Compensation				Compensation
Position		Year		Salary ($)				Bonus ($)				($) (1)				(1)				($)				Earnings ($)				($)				Total ($)
Robert Y. L. Mao		2008			32,500				—				85,808				532,493	(3)			56,831	(4)			—				33,645	(5)			741,277
Chief Executive Officer (2)		2007			239,529				—				—				531,018	(6)			91,100	(7)			—				980,060	(8)			1,841,707
Edgar Masri		2008			617,500				—				1,000,170				6,375,498				325,000	(10)			—				1,784,026	(11)			10,102,194
Former President and Chief Executive Officer (9)		2007			510,068				—				546,099				3,482,252				391,637	(12)			—				56,442	(13)			4,986,498
Jay Zager		2008			361,539				200,000	(15)			304,649				191,183				243,661	(16)			—				9,602	(17)			1,310,634
Executive Vice President and Chief Financial Officer (14)
Donald M. Halsted, III		2008			67,308				—				385,092				369,476				—				—				536,180	(19)			1,358,056
Former Executive Vice President and Chief Financial Officer (18)		2007			350,000				—				1,031,299				424,086				176,254	(20)			—				6,737	(21)			1,988,376
Robert Dechant		2008			352,692				—				453,921				465,151				189,976	(23)			—				8,309	(24)			1,470,049
Former Senior Vice President and General Manager, Data and Voice Business Unit (22)		2007			314,583				—				245,745				664,079				208,463	(25)			—				10,923	(26)			1,443,793
Neal D. Goldman		2008			375,000				—				710,497				373,160				243,750	(27)			—				8,650	(28)			1,711,057
Executive Vice President, Chief Administrative and Legal Officer and Secretary		2007			375,000				50,000	(29)			1,184,636				482,233				188,844	(30)			—				6,600	(31)			2,287,313
Dr. Shusheng Zheng		2008			327,816				—				261,044				—				895,464	(33)			2,664	(34)			36,925	(35)			1,523,913
Executive Vice President, Chief Operating Officer, H3C (32)		2007			176,866				—				42,312				—				2,790,411	(36)			3,490	(37)			—				3,013,079

     The following table shows all plan-based awards granted to the named executive officers during fiscal year 2008. The option awards and the unvested portion of the stock awards identified in the table below are also reported in the “Outstanding Equity Awards at 2008 Fiscal Year-End” table below.

Grants of Plan-Based Awards in 2008 Fiscal Year

																																All Other
																												All Other				Option								Grant Date
				Estimated Future Payouts Under																								Stock				Awards:				Exercise				Fair Value
				Non-Equity Incentive Plan												Estimated Future Payouts Under												Awards:				Number of				or Base				of Stock
				Awards (1)												Equity Incentive Plan Awards												Number of				Securities				Price of				and
																												Shares of				Underlying				Option				Options
				Threshold				Target				Maximum				Threshold				Target				Maximum				Stock or				Options (3)				Awards				Awards ($)
Name		Grant Date		($)				($)				($)				(#)				(#)				(#)				Units (2) (#)				(#)				($/Sh)				(4)
Robert Y. L. Mao		N/A			325,000				650,000				1,300,000
		5/6/2008																											1,500,000	(5)											3,915,000
		5/6/2008																															2,000,000	(6)			2.6100				2,084,600
Edgar Masri		N/A																											—				—				—				—
Donald M. Halsted, III		N/A			N/A																								—				—				—				—
Jay Zager		N/A			130,000				260,000				520,000
		7/3/2007																											300,000	(6)											1,284,000
		5/6/2008																											150,000	(8)											391,500
		7/3/2007																															500,000	(6)			4.2800				781,000
		5/6/2008																															400,000	(8)			2.6100				416,920
Neal D. Goldman		N/A			121,875				243,750				487,500
		9/4/2007																											120,000	(7)											440,400
		5/6/2008																											175,000	(8)											456,750
		5/6/2008																															475,000	(8)			2.6100				495,093
Robert Dechant		N/A			118,625				237,250				474,500
		9/4/2007																											130,000	(7)											477,100
		5/6/2008																											50,000	(8)											130,500
Dr. Shusheng Zheng		N/A			109,272				218,544				437,088																—				—				—				—