<PAGE>
                                                                   EXHIBIT 10.37

                                   PCTEL, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                        EFFECTIVE AS OF JANUARY 20, 2003

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                     <C>
ARTICLE 1 DEFINITIONS............................................................        1

ARTICLE 2 ELIGIBILITY AND PARTICIPATION..........................................        5

ARTICLE 3  CONTRIBUTIONS TO DEFERRAL ACCOUNTS....................................        6

ARTICLE 4  ACCOUNTS AND ALLOCATION OF FUNDS......................................        6

ARTICLE 5  ENTITLEMENT TO BENEFITS...............................................        8

ARTICLE 6  DISTRIBUTION OF BENEFITS..............................................       13

ARTICLE 7  BENEFICIARIES; PARTICIPANT DATA.......................................       14

ARTICLE 8  PLAN ADMINISTRATION...................................................       14

ARTICLE 9  AMENDMENT OR TERMINATION..............................................       18

ARTICLE 10  MISCELLANEOUS........................................................       18

EXHIBIT A   PARTICIPANT ENROLLMENT AND ELECTION FORM

EXHIBIT B   DEEMED DEEMED INVESTMENT ELECTIONS

EXHIBIT C   DESIGNATION OF BENEFICIARY

EXHIBIT D   DEATH BENEFIT
</TABLE>


                                        i
<PAGE>
                                   PCTEL, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN

      THIS PLAN is adopted as of the 20th day of January, 2003, by PCTEL, Inc.,
a Delaware corporation (the "Corporation"), as follows:

                                    RECITALS

      WHEREAS, the Corporation wishes to establish the PCTEL, Inc. "Executive
Deferred Compensation Plan" (the "Plan") to provide additional retirement
benefits and income tax deferral opportunities for a select group of management
or highly compensated employees; and

      WHEREAS, the Corporation intends that the Plan shall at all times be
administered and interpreted in such a manner as to constitute an unfunded
nonqualified deferred compensation plan for a select group of management or
highly compensated employees and to qualify for all available exemptions from
the provisions of ERISA;

      NOW, THEREFORE, the Corporation hereby adopts the following Executive
Deferred Compensation Plan.

                                   ARTICLE 1

                                   DEFINITIONS

      DEFINITION OF TERMS. Certain words and phrases are defined when first used
in later sections of this Plan. Whenever any words are used in the masculine,
they shall be construed as though they were in the feminine in all cases where
they would so apply; and whenever any words are used in the singular or in the
plural, they shall be construed as though they were used in the plural or the
singular, as the case may be, in all cases where they would so apply. In
addition, the following words and phrases when used, unless the context clearly
requires otherwise, shall have the following respective meanings:

1.1.  ACCOUNTS. A Participant's Deferral Account.

1.2.  AFFILIATE. Any corporation, partnership, joint venture, association, or
      similar organization or entity, which is a member of a controlled group of
      companies which includes, or which is under common control with, the
      Corporation under Section 414 of the Code.

1.3.  BASE SALARY. The annual compensation (excluding bonuses, commissions,
      overtime, incentive payments, non-monetary awards, directors fees and
      other fees, stock options and grants, and car allowances) paid to a
      Participant for services rendered to the Corporation, before reduction for
      compensation deferred pursuant to all qualified, non-qualified and Code
      Section 125 plans of the Corporation.

1.4.  BENEFICIARY. The Beneficiary(ies) designated by a Participant under
      Article 7, or, if the Participant has not designated a Beneficiary under
      Article 7, the person or persons entitled to receive distributions of
      benefits under Article 5.
<PAGE>

1.5.  CALENDAR YEAR. January 1 to December 31.

1.6.  CAUSE. For purposes of this Plan "Cause" shall mean any of the following
      acts or circumstances: (i) willful destruction by the Participant of
      property of the Corporation or an Affiliate having a material value to the
      Corporation or such Affiliate; (ii) fraud, embezzlement, theft, or
      comparable dishonest activity committed by the Participant (excluding acts
      involving a de minimis dollar value and not related to the Corporation or
      an Affiliate); (iii) the Participant's conviction of or entering a plea of
      guilty or nolo contendere to any crime constituting a felony or any
      misdemeanor involving fraud, dishonesty or moral turpitude (excluding acts
      involving a de minimis dollar value and not related to the Corporation or
      an Affiliate); (iv) the Participant's breach, neglect, refusal, or failure
      to materially discharge the Participant's duties (other than due to
      physical or mental illness) commensurate with the Participant's title and
      function or the Participant's failure to comply with the lawful directions
      of the Board or the Chief Executive Officer of the Corporation, or of the
      Board of Directors or the Chief Executive Officer of the Affiliate that
      employs the Participant, in any such case that is not cured within fifteen
      (15) days after the Participant has received written notice thereof from
      such Board of Directors or Chief Executive Officer; (v) any willful
      misconduct by the Participant which may cause substantial economic or
      reputational injury to the Corporation, including, but not limited to,
      sexual harassment, or (vi) a willful and knowing material
      misrepresentation to the Board or the Chief Executive Officer of the
      Corporation or to the Board of Directors or the Chief Executive Officer of
      the Affiliate that employs the Participant.

1.7.  CHANGE IN CONTROL shall mean the occurrence of any of the following:

      (i)   Any "Person" or "Group", as such terms are defined in Section 13(d)
            of the Securities Exchange Act of 1934 (the "Exchange Act") and the
            rules and regulations promulgated thereunder, excluding any excluded
            stockholder, who is or becomes the "Beneficial Owner" (within the
            meaning of Rule 13d-3 under the Exchange Act), directly or
            indirectly, of securities of the Corporation, or of any entity
            resulting from a merger or consolidation involving the Corporation,
            representing more than thirty percent (30%) of the combined voting
            power of the then outstanding securities of the Corporation or such
            entity.

      (ii)  A change in the composition of the Board occurring within any two
            year period commencing with the Effective Date, as a result of which
            fewer than a majority of the directors are Incumbent Directors.
            "Incumbent Directors" shall mean directors who either (A) are
            directors of the Corporation as of the Effective Date, or (B) are
            elected, or nominated for election, to the Board with the
            affirmative votes of at least a majority of those directors whose
            election or nomination was not in connection with any transaction
            described in subsections (i) or (iii) hereof, or in connection with
            an actual or threatened proxy contest relating to the election of
            directors to the Corporation.

      (iii) The consummation of (x) a merger, consolidation or reorganization to
            which the Corporation is a party, whether or not the Corporation is
            the


                                       2
<PAGE>

            Person surviving or resulting therefrom, or (y) a sale, assignment,
            lease, conveyance or other disposition of all or substantially all
            of the assets of the Corporation, in one transaction or a series of
            related transactions, to any Person other than the Corporation,
            where any such transaction or series of related transactions as is
            referred to in clause (x) or clause (y) above in this subparagraph
            (iii) (singly or collectively, a "Transaction") does not otherwise
            result in a "Change in Control" pursuant to subparagraph (i) of this
            definition of "Change in Control"; provided, however, that no such
            Transaction shall constitute a "Change in Control" under this
            subparagraph (iii) if the Persons who were the stockholders of the
            Corporation immediately before the consummation of such Transaction
            are the Beneficial Owners, immediately following the consummation of
            such Transaction, of thirty percent (30%) or more of the combined
            voting power of the then outstanding voting securities of the Person
            surviving or resulting from any merger, consolidation or
            reorganization referred to in clause (x) above in this subparagraph
            (iii) or the Person to whom the assets of the Corporation are sold,
            assigned, leased, conveyed or disposed of in any transaction or
            series of related transactions referred in clause (y) above in this
            subparagraph (iii), in substantially the same proportions in which
            such Beneficial Owners held voting stock in the Corporation
            immediately before such Transaction.

1.8.  CODE. The Internal Revenue Code of 1986, as amended from time to time.

1.9.  COMPENSATION. The Base Salary, bonus and/or commissions earned and/or
      received by a Participant during a Calendar Year.

1.10. DEFERRAL ACCOUNT. The account maintained on the books by the Plan
      Administrator for the Participant including (i) the Participant Annual
      Deferral; (ii) contributions made by the Corporation, and (iii) deemed
      investment earnings, gains and losses credited to the Participant;
      provided, however, that the existence of such book entries and the
      Deferral Account shall not create, and shall not be deemed to create, a
      trust of any kind, or a fiduciary relationship between the Corporation and
      the Participant, his or her designated beneficiaries, or other
      beneficiaries under this Plan.

1.11. DEFERRAL PERIOD. The period after which payment of the Deferral Account is
      to be made or begun to be made.

1.12. DISABILITY. Disability shall mean a Participant's eligibility to receive
      benefits under the Corporation's group long-term disability plan, or, if
      the Corporation ceases to maintain a long-term disability plan, the total
      and permanent incapacity of the Participant, due to physical impairment or
      legally established mental incompetence, to perform the usual duties of
      his employment with the Corporation.

1.13. EFFECTIVE DATE. January 20, 2003.

1.14. ELECTION OF DEFERRAL. A written notice filed by the Participant with the
      Plan Administrator of the Corporation in substantially the form attached
      hereto as Exhibit A,


                                       3
<PAGE>

      and referred herein as the "ELECTION FORM," specifying the amount (if any)
      of Compensation to be deferred.

1.15. ELIGIBLE EMPLOYEE. Any employee of the Corporation or an Affiliate who is
      selected to participate in the Plan in accordance with the provisions of
      Section 2.1 hereof, and one of a select group of management or highly
      compensated employees.

1.16. ERISA. The Employee Retirement Income Security Act of 1974, as amended
      from time to time.

1.17. GOOD REASON means the occurrence, on or after the occurrence of a Change
      in Control, or any of the following:

      (a)   The Corporation or any of its Affiliates reduces the Participant's
            Base Salary, except in the context of a general salary reduction for
            all officers of up to ten per cent (10%).

      (b)   The Corporation discontinues its bonus plan in which the Participant
            participates as in effect immediately before the Change in Control
            without immediately replacing such bonus plan with a comparable
            package that is the substantial economic equivalent of such bonus
            plan, or a successor to the Corporation fails or refuses to assume
            the obligations of the Corporation under such bonus plan as in
            effect immediately before the Change in Control or under a plan that
            is the substantial economic equivalent of such bonus plan.

      (c)   Without the Participant's express written consent, the Corporation
            or any of its Affiliates requires the Participant to change the
            location of the Participant's job or office, so that the Participant
            will be based at a location more than 100 miles from the former
            location of the Participant's job or office.

      (d)   Without the Participant's express written consent, the Corporation
            or any of its Affiliates reduces the Participant's responsibilities
            or directs the Participant to report to a person of lower rank or
            responsibilities than the person to whom the Participant reported
            before the Change in Control.

1.18. PARTICIPANT. An Eligible Employee designated as a participant by the
      Corporation who has completed and submitted an Election Form,
      substantially in the form of Exhibit A attached hereto.

1.19. PARTICIPANT ANNUAL DEFERRAL. The portion of a Participant's Compensation,
      which he or she elects to defer for the Calendar Year in question.

1.20. PLAN. This Plan, together with any and all amendments or supplements
      thereto.

1.21. PLAN ADMINISTRATOR. The Compensation Committee of the Board of Directors
      of PCTEL, Inc., or as otherwise designated by the Board of Directors.


                                       4
<PAGE>

1.22. PLAN RETIREMENT DATE. The date selected by a Participant, however, no
      earlier than the date he or she attains 55 years of age.

1.23. PLAN YEAR. The Calendar Year.

1.24. RETIREMENT. The termination of a Participant's employment with the
      Corporation and all Affiliates on or after the Participant has reached his
      or her Plan Retirement Date.

1.25. VALUATION DATE. The last day of each quarter during a Plan Year, or such
      other dates as the Plan Administrator may establish in its discretion.

1.26. YEAR OF PARTICIPATION. Twelve months of continuous employment with the
      Corporation measured from the Participant's date of entry into this Plan.

                                   ARTICLE 2

                          ELIGIBILITY AND PARTICIPATION

2.1   ELIGIBILITY.

      (a)   An Eligible Employee shall become a Participant in the Plan
            following written notice from the Corporation to that effect, and
            submittal of a completed Participant Election Form, substantially in
            the form of Exhibit A attached hereto. The initial Election of
            Deferral must be filed on or before January 23, 2003 and shall be
            effective with the subsequent payroll. During its regularly
            scheduled meetings, the Plan Administrator shall be notified by the
            Corporation of any new Participants to the Plan.

      (b)   Once an Eligible Employee becomes a Participant, he or she shall
            remain a Participant until his or her termination of employment with
            the Corporation or an Affiliate, and thereafter until all benefits
            to which he or she (or his or her Beneficiaries) is entitled under
            the Plan have been paid.

2.2   PARTICIPATION.

      (a)   Each Participant Annual Deferral shall be effective for Compensation
            which would otherwise be paid in the Calendar Year to which the
            Election of Deferral applies, and shall be irrevocable during such
            Calendar Year. Any subsequent Election of Deferral, to be effective,
            must be filed at least 10 days prior to the beginning of the
            Calendar Year for which deferral is sought. Any employee who becomes
            an Eligible Employee and elects to participate and commence
            deferrals shall file an Election of Deferral and become a
            Participant within 30 days following his designation as an Eligible
            Employee.

      (b)   AUTOMATIC ELECTION RENEWAL OF THE PARTICIPANT ANNUAL DEFERRAL. If a
            Participant fails to make a timely election to defer pursuant to the
            above, the Participant shall be deemed to have made the same
            election as is then currently in effect.


                                       5
<PAGE>

                                    ARTICLE 3

                       CONTRIBUTIONS TO DEFERRAL ACCOUNTS

3.1   DEFERRAL ELECTION.

      (a)   Commencing on the Effective Date, and continuing through the date on
            which the Participant's employment terminates because of his or her
            death, Retirement, Disability, or any other cause, each Participant
            shall be entitled to elect to defer into his or her Deferral
            Account, by filing with the Plan Administrator an Election of
            Deferral prior to the beginning of the Plan Year, a portion of the
            Compensation that the Participant would be entitled to receive from
            the Corporation during the Plan Year. Such deferrals shall be
            accomplished by payroll deduction, where applicable.

      (b)   In the Election of Deferral, the Participant shall specify the
            amount to be deferred, which such specification may be separate for
            the Base Salary, bonus, commissions, and may be expressed as a
            percentage, where applicable, or as a fixed dollar amount. However,
            the total amount of the deferrals made by each Participant in any
            Calendar Year shall not exceed fifty percent (50%) of the
            Participant's Base Salary and 100% of the Participant's bonus and
            commissions. With respect to the Participant Annual Deferral, a
            Participant must defer a minimum of $1,500.00 annually. The Plan
            Administrator and the Corporation shall disregard any deferral
            election to the extent such deferral election does not meet these
            percentage limitations.

3.2   CORPORATION MATCHING CONTRIBUTIONS.

            The Corporation intends to make matching contributions to the Plan
            as it may determine from time to time and may direct that such
            matching contributions be allocated among the Deferral Accounts of
            the Participants. The amount of the Corporation matching
            contribution for 2003 shall be 4% of the amount of Base Salary,
            bonus, and/or commissions deferred by the Participant for Calendar
            Year 2003. Thereafter, the amount (percent) of Corporation matching
            contribution will remain at 4% unless changed by the Board of
            Directors.

                                    ARTICLE 4

                        ACCOUNTS AND ALLOCATION OF FUNDS

4.1. DEFERRAL ACCOUNT ALLOCATIONS.

      (a)   Compensation which is deferred under Section 3.1 shall be credited
            to the Deferral Account on or about the date the Compensation would
            otherwise have been paid.

      (b)   Corporation matching contributions shall be credited to the
            Participant's Deferral Account at such time as directed by the Plan
            Administrator.


                                       6
<PAGE>

      (c)   All amounts paid from a Deferral Account are assumed to be paid on
            the first day of the month.

      (d)   Based on the Deemed Investment Elections (as that term is defined in
            Section 4.2 (a) below) of a Participant made under Section 4.2, the
            Participant's Deferral Account shall be credited with deemed
            investment earnings, gains, losses or changes in value effective at
            the end of each calendar quarter during the Plan Year, except as
            otherwise provided in this Plan.

      (e)   The Plan Administrator may, at any time, change the timing or
            methods for crediting or debiting earnings, gains, losses, and
            changes in value of deemed investment options, deferrals of
            Compensation, corporation matching Contributions, and payments of
            benefits and withdrawals under this Plan; provided, however, that
            the times and methods for crediting or debiting such items in effect
            at any particular time shall be uniform among all Participants and
            Beneficiaries.

4.2   DEEMED INVESTMENT ELECTION AND DECLARED RATES.

      (a)   Deemed investment elections may be made from any of the various
            deemed investment alternatives selected by a Participant ("Deemed
            Investment Elections") from among those made available by the
            Corporation from time to time, which are outlined in Exhibit B.

      (b)   A Participant (or, in the event of the Participant's death, the
            Participant's Beneficiary) shall make Deemed Investment Elections
            for the Participant's Deferral Account by filing a form
            substantially in the form of Exhibit B (or another form acceptable
            to the Plan Administrator) with the Plan Administrator. A
            Participant may elect to have his or her Deferral Account deemed to
            be invested in up to ten (10) deemed investment alternatives,
            provided, however, that each deemed investment alternative must be
            applied to at least 10% of the total balance in his or her Deferral
            Account and must be in a whole percentage amount. Deemed Investment
            Elections shall remain in effect until changed and may be changed
            not more than once a month, such change to be effective on the 1st
            day of the succeeding month.

      (c)   At the end of each calendar quarter (or such shorter period as the
            Plan Administrator may determine), the Corporation shall compute the
            total return for the quarter (or such shorter period) as to each
            Participant's Deemed Investment Elections.

      (d)   From time to time, and at its sole discretion, the Corporation may
            change the deemed investment alternatives which it makes available
            to the Participant. However, notwithstanding the provisions of this
            Section 4.2, the Corporation may invest contributions in investments
            other than the investments selected by such Participant but the
            Participant's return will solely be based on the results of his or
            her Deemed Investment Elections.

      (e)   The Corporation shall be under no obligation to purchase or maintain
            any life insurance policy, annuity contract, or any other asset, or
            in any manner provide


                                       7
<PAGE>

            funding for its obligations under this Plan. Nothing contained in
            this Plan and no action taken pursuant to the provisions of this
            Plan shall create or be construed to create a trust of any kind, or
            a fiduciary relationship between the Corporation and the
            Participant, or his designated beneficiary(ies) or any other person.

      (f)   If the Corporation chooses to obtain insurance on the life of a
            Participant in connection with its obligations under this Plan, the
            Participant hereby agrees to take such physical examinations and to
            truthfully and completely supply such information as may be required
            by the Corporation or the insurance company(ies) designated by the
            Corporation. If a Participant submits information to any such
            insurance company(ies) and if the Participant makes a material
            misrepresentation in an application for any insurance that may be
            used to insure any of the Corporation's obligations under this Plan,
            and if as a result of that material misrepresentation an insurance
            company is not required to pay all or any part of the benefit
            provided under that insurance, the Participant's right to a benefit
            under this Plan will be reduced by the amount of the benefit that is
            not paid by the insurance company because of such material
            misrepresentation.

4.3   DETERMINATION OF ACCOUNTS. A Participant's benefit as of each Valuation
      Date shall consist of the balance of deferrals of Compensation,
      Corporation matching contributions, and deemed investment earnings, gains,
      losses, and changes in value in his or her Deferral Account determined in
      accordance with this Section.

                                    ARTICLE 5

                             ENTITLEMENT TO BENEFITS

5.1   VESTING OF BENEFITS. The portion of a Participant's Deferral Account that
      is attributable to his or her Participant Annual Deferral and deemed
      investment earnings, gains, losses and changes in value credited thereon
      shall be immediately fully vested. The portion of the Participant's
      Deferral Account that is attributable to Corporation matching
      contributions and deemed investment earnings, gains, losses and changes in
      value credited thereon, shall vest based on the following table:

<TABLE>
<CAPTION>
      Completed Years of Participation        Percent Vested
      --------------------------------        --------------
<S>                                           <C>
      Less than 1                                    0
      1 but less than 2                           33.3
      2 but less than 3                           66.6
      3 or more                                  100.0
</TABLE>

      Notwithstanding the foregoing, but subject to Section 5.6(b), a
      Participant, or his or her Beneficiary in the case of a death benefit,
      shall become fully vested in the portion of his Deferral Account that is
      attributable to Corporation matching contributions and deemed investment
      earnings, gains, losses and changes in value credited thereon (if any),
      upon his Plan Retirement Date, death, or Disability.


                                       8
<PAGE>

5.2   RETIREMENT BENEFIT.

      (a)   From and after the Retirement of the Participant, the Corporation
            shall thereafter pay to the Participant his or her Accounts. Such
            benefits shall be payable in the manner elected by the Participant
            as follows:

               1. Lump Sum; or
               2. Annual over 15 years; or
               3. Lifetime of the Participant with 20 annual payments guaranteed

            Such election may be changed by the Participant by giving written
            notice to the Corporation not later than one year before Retirement,
            or promptly following a Disability. Such payments shall commence on
            or about the first day of the first month following the
            Participant's Retirement or Disability. The amount of each
            installment to be paid during the Calendar Year in which payment
            begins shall be equal to one-twelfth (1/12th) of (i) the total
            amount payable to the Participant as of his or her Plan Retirement
            Date, divided by (ii) the total number of installment payments to be
            made. Expected payments under the "Lifetime" option will be based on
            life expectancy under the 1980 CSO Mortality Table, but in no event
            less than 20 payments.

      (b)   As of January 1 of each subsequent Calendar Year during the benefit
            payment period, the amount of each installment to be paid during
            such Calendar Year for elections 2 and 3 above, shall be
            recalculated and shall be equal to:

            (i)   the remaining balance in the Participant's Accounts as of
                  January 1; divided by

            (ii)  the number of installment payments to be made in or after such
                  subsequent Calendar Year.

      (c)   The final installment payment for elections 2 and 3 above shall be
            equal to the remaining amount payable to the Participant. In no
            event shall the amount of any installment payment exceed the
            remaining amount payable to the Participant.

      (d)   Notwithstanding the foregoing, the Corporation reserves the right to
            distribute a Participant's retirement benefit in one lump sum rather
            than in installments if the balance in the Participant's Accounts as
            of his Plan Retirement Date and/or as of January 1 of any subsequent
            Calendar Year during the benefit payment period, is less than
            $25,000.00.

5.3   FIXED PAYMENT DATE BENEFIT FOR IN-SERVICE DISTRIBUTION PRIOR TO
      RETIREMENT.

      (a)   A Participant may select a fixed payment date for the payment of his
            or her vested Accounts. Payments made under this election will be
            payable in a lump sum. A Participant may extend a fixed payment date
            by written notice to the Plan Administrator, provided that the
            Participant gives such written notice at least one (1) year prior to
            the fixed payment date before such extension. Such fixed payment
            dates may not be accelerated.


                                       9
<PAGE>

      (b)   Any fixed payment date elected by a Participant as provided under
            Section 5.3(a) above must be no earlier than the January 1 of the
            third Calendar Year after the Calendar Year in which the election is
            made, or in which the Participant gives a written notice of
            extension.

5.4   DISABILITY RETIREMENT BENEFIT. The Participant shall be entitled to
      receive payments prior to his or her Plan Retirement Date if he or she is
      disabled. If the Participant's employment is terminated due to Disability,
      the benefit payable hereunder shall be the same amount as would have been
      payable as a Retirement Benefit under Section 5.2 above had the
      Participant attained his or her Plan Retirement Date on the date of the
      Disability. If the total amount of benefits payable is less than
      $25,000.00 the Plan Administrator will be required to pay the benefit in a
      lump sum rather than in installments.

5.5   DEATH BENEFITS.

      (a)  DEATH BENEFIT PRIOR TO COMMENCEMENT OF BENEFITS. In the event of the
           Participant's death while in the employment of the Corporation or an
           Affiliate and prior to commencement of benefit payments, the
           Corporation shall pay a death benefit equal to the greater of either:
           (i) the Deferral Account as of the date of his or her death, or (ii)
           the amount, if any, the Corporation from time to time elects for such
           Participant in substantially the form attached hereto as Exhibit D.
           The death benefit payable under this Section shall be distributed to
           the Participant's Beneficiary in a lump sum on or about the first day
           of the fourth month following the Participant's death. The
           distribution shall be made in accordance with the last beneficiary
           designation received by the Plan Administrator from the Participant
           prior to his or her death. If no such designation has been received
           by the Corporation, such payments shall be made to the Participant's
           surviving legal spouse. If the Participant is not survived by a legal
           spouse, or if such spouse shall fail to so appoint, the said payments
           shall be made to the then living children of the Participant, if any,
           in equal shares. If there are no surviving children, the payments
           will be made to the estate of the later to die of the Participant and
           his or her legal spouse, if any.

      (b)  DEATH BENEFITS AFTER COMMENCEMENT OF RETIREMENT BENEFITS. In the
           event of the Participant's death after the commencement of benefit
           payments, but prior to the completion of such payments due and owing
           hereunder, the Corporation shall continue to make such payments in
           installments over the remainder of the period specified in Sections
           5.2 or 5.3 hereof that would have been applicable to the Participant
           had he or she survived. Such continuing payments shall be made to the
           Participant's designated Beneficiary in accordance with the last such
           designation received by the Corporation from the Participant prior to
           his death. If no such designation has been received by the
           Corporation, such payments shall be made to the Participant's
           surviving legal spouse. If such spouse dies before receiving all
           payments to which he or she is entitled hereunder, then the balance
           of the Deferral Account shall be paid to the spouse's estate. If the
           Participant is not survived by a legal spouse, then the said payments
           shall be made to the then living children of the Participant, if any,
           in equal shares. If there are no surviving children, the balance of
           the Accounts shall be paid to the estate of the Participant.


                                       10
<PAGE>

5.6   TERMINATION OF BENEFITS.

      (a)   In the event of the Participant's termination of employment with the
            Corporation or an Affiliate for any reason other than for Cause,
            Disability, Retirement or death, the Corporation shall pay to the
            Participant a termination benefit based on the vested value of the
            Participant's Deferral Account. Such termination benefit shall be
            payable in a lump sum on or about the first day of the third month
            following the date of termination.

      (b)   In the event the Participant's employment is terminated for Cause,
            no benefits of any kind will be due or payable under the terms of
            this Plan from amounts credited to the Participant's Deferral
            Account attributable to Corporation matching contributions, and any
            cumulative earnings, gains, and changes in value thereon, and all
            rights of the Participant, his or her designated Beneficiary,
            executors, or administrators, or any other person, to receive
            payments thereof shall be forfeited. In such event, Participant will
            be entitled to receive the value of the Participant's Annual
            Deferral(s), any cumulative earnings, gains, and changes in value
            thereof. If, after installment payments of benefits under this Plan
            have begun, the Plan Administrator determines that Cause existed
            before the Participant's Retirement or Disability, such installment
            payments shall be reduced by amounts credited to the Participant's
            Deferral Account attributable to Corporation matching contributions,
            and any cumulative earnings, gains, and changes in value thereon.

5.7   HARDSHIP DISTRIBUTION.

      (a)   HARDSHIP WITHDRAWAL. In the event that the Plan Administrator, under
            written request of a Participant, determines, in its sole
            discretion, that a Participant has suffered an unforeseeable
            financial emergency, the Corporation shall pay to the Participant,
            as soon as practicable following such determination, an amount
            necessary to meet the emergency (the "Hardship Withdrawal"), but not
            exceeding the vested balance of such Participant's Deferral Account
            as of the date of such payment. For purposes of Section 5.7(a), an
            "unforeseeable financial emergency" shall mean an event that the
            Plan Administrator determines to give rise to an unexpected need for
            cash arising from an illness, casualty loss, sudden financial
            reversal or other such unforeseeable occurrence. Amounts of Hardship
            Withdrawal may not exceed the amount the Plan Administrator
            reasonably determines to be necessary to meet such emergency needs
            (including taxes incurred by reason of a taxable distribution). The
            amount of the deferral benefit otherwise payable under the Plan to
            such Participant shall be adjusted to reflect the early payment of
            the Hardship Withdrawal.

      (b)   RULES ADOPTED BY PLAN ADMINISTRATOR. The Plan Administrator shall
            have the authority to adopt additional rules relating to Hardship
            Withdrawals. In administering these rules, the Plan Administrator
            shall act in accordance with the principle that the primary purpose
            of this Plan is to provide additional retirement income, not
            additional funds for current consumption.


                                       11
<PAGE>

      (c)   LIMIT ON NUMBER OF HARDSHIP WITHDRAWALS. No Participant may receive
            more than one Hardship Withdrawal in any Calendar Year.

      (d)   PROHIBITION OF FURTHER DEFERRALS. A Participant who receives a
            Hardship Withdrawal and who is still employed by the Corporation or
            an Affiliate, shall be prohibited from making deferrals under
            Section 3.1 for the remainder of the Calendar Year in which the
            Hardship Withdrawal is made.

5.8   EFFECT OF CHANGE IN CONTROL. A Participant shall become fully vested in
      the portion of his Deferral Account that is attributable to Corporation
      matching contributions and deemed investment earnings, gains, losses and
      changes in value credited thereon, if, within one year after the
      occurrence of a Change in Control, his employment is involuntarily
      terminated by the Corporation or any of its Affiliates for any reason
      other than Cause or his death or Disability, or he voluntarily terminates
      his employment with the Corporation and any of its Affiliates for Good
      Reason. From and after the occurrence of a Change in Control, the Plan
      Administrator shall consist of a committee comprised of the individuals
      who were members of the Corporation's Board of Directors (or a
      subcommittee of such members as determined by the Board of Directors) 90
      days before the occurrence of the Change in Control, with any vacancy in
      such committee occurring thereafter being filed with a person or persons
      selected by the other members of such committee.

5.9   TERMINATION BASED ON CORPORATE PERFORMANCE. If the amount of the
      Corporation's net worth, as reported on any of its quarterly filed
      financial statements, at any time declines below $ 50,000,000.00, this
      Plan shall terminate and each Participant shall receive a termination
      benefit as provided for under Section 5.6 (a) above.

5.10  ADVERSE ACTION ON PARTICIPANT OR PLAN.

      (a)   Notwithstanding any other provision hereof, in the event there is a
            determination by the U.S. Internal Revenue Service ("IRS"), or in
            the event of a final determination by a court of competent
            jurisdiction, that amounts credited to Participants' Deferral
            Accounts hereunder are includable in the gross incomes of such
            Participants or their respective Beneficiaries, the Plan
            Administrator may, in its sole discretion, distribute the entire
            amount credited to the Participants' Deferral Accounts to the
            Participants or their respective Beneficiaries and cause the
            termination of future deferrals of Compensation by the Participants.

      (b)   In the event that there is a determination by the U.S. Department of
            Labor, or a final determination of a court of competent
            jurisdiction, that the Plan is subject to Part 2, 3 or 4 of Title I
            of ERISA, the Plan Administrator may, in its sole discretion,
            distribute the entire amount credited to the Participants' Deferral
            Accounts to the Participants or their respective Beneficiaries and
            cause the termination of future deferrals of Compensation by the
            Participants.

5.11  BENEFITS NOT TRANSFERABLE. No Participant or Beneficiary under this Plan
      shall have any power or right to transfer, assign, anticipate, hypothecate
      or otherwise encumber all or any part of the amounts payable hereunder. No
      part of the amounts payable shall, prior to actual payment, be subject to
      seizure or sequestration for the payment of any debts,


                                       12
<PAGE>

      judgments, alimony or separate maintenance owed by a Participant or any
      other person, nor be transferable by operation of law in the event of a
      Participant's or any other person's bankruptcy or insolvency, or
      dissolution of marriage. Any such attempted assignment shall be void.

5.12  NO TRUST CREATED. Nothing contained in this Plan, and no action taken
      pursuant to its provisions by any person shall create, or be construed to
      create, a trust of any kind, or a fiduciary relationship between the
      Corporation and any other person.

5.13  UNCLAIMED BENEFITS. In the case of a benefit payable on behalf of a
      Participant, if the Plan Administrator is unable to locate the Participant
      or Beneficiary to whom such benefit is payable, such Plan benefit may be
      forfeited to the Corporation upon the Plan Administrator's determination.
      Notwithstanding the foregoing, if, subsequent to any such forfeiture, the
      Participant or Beneficiary to whom such Plan benefit is payable makes a
      valid claim for such Plan benefit, such forfeited Plan benefit shall be
      paid by the Plan Administrator to the Participant or Beneficiary, without
      interest on the Accounts from the date it would have otherwise been paid.

                                    ARTICLE 6

                            DISTRIBUTION OF BENEFITS

6.1   BENEFITS PAYABLE ONLY FROM GENERAL CORPORATE ASSETS: UNSECURED GENERAL
      CREDITOR STATUS OF PARTICIPANT.

      (a)   Payment to a Participant or any Beneficiary hereunder shall be made
            from assets which shall continue, for all purposes, to be part of
            the general, unrestricted assets of the Corporation; no person shall
            have any interest in any such asset by virtue of any provision of
            this Plan. The Corporation's obligation hereunder shall be an
            unfunded and unsecured promise to pay money in the future. To the
            extent that any person acquires a right to receive payments from the
            Corporation under the provisions hereof, such right shall be no
            greater than the right of any unsecured general creditor of the
            Corporation; no such person shall have or acquire any legal or
            equitable right, interest or claim in or to any property or assets
            of the Corporation.

      (b)   In the event that the Corporation elects to purchase an insurance
            policy or policies insuring the life of a Participant, to allow the
            Corporation to recover or meet the cost of providing benefits in
            whole or in part, hereunder, no Participant or Beneficiary shall
            have any rights whatsoever therein or in said policy or the proceeds
            therefrom. The Corporation shall be the sole owner and beneficiary
            of any such insurance policy or property and shall possess and may
            exercise all incidents of ownership therein.

6.2   NO CONTRACT OF EMPLOYMENT. Nothing contained herein shall be construed to
      be a contract of employment for any term of years, or as conferring upon
      the Participant the right to continue to be employed by the Corporation in
      his or her present capacity or in any capacity. It is expressly understood
      that this Plan relates only to the payment of deferred Compensation for
      the Participant's services.


                                       13
<PAGE>

6.3   FACILITY OF PAYMENT. If a distribution is to be made to a minor, or to a
      person who is otherwise incompetent, then the Plan Administrator may, in
      its discretion, make such distribution (i) to the legal guardian, or if
      none, to a parent of a minor payee with whom the payee maintains his or
      her residence, or (ii) to the conservator or committee or, if none, to the
      person having custody of an incompetent payee. Any such distribution shall
      fully discharge the Plan Administrator, the Corporation and Plan from
      further liability on account thereof.

6.4   WITHHOLDING. Any and all payments to be made to a Participant or a
      Participant's Beneficiaries pursuant to this Plan shall be subject to all
      federal, state and local income and employment taxes and such taxes may be
      withheld accordingly by the Corporation from benefits under this Plan or
      from Base Salary, bonuses or other amounts due to the Participant, as
      determined by the Plan Administrator.

                                    ARTICLE 7

                         BENEFICIARIES; PARTICIPANT DATA

7.1   BENEFICIARY DESIGNATION. The Participant shall have the right, at any
      time, to submit in substantially the form attached hereto as Exhibit C, a
      written designation of primary and secondary Beneficiaries to whom payment
      under this Plan shall be made in the event of his or her death prior to
      complete distribution of the benefits payable hereunder. Each beneficiary
      designation shall become effective only when receipt thereof is
      acknowledged in writing by the Corporation. The Corporation shall have the
      right, in its sole discretion, to reject any beneficiary designation which
      is not in substantially the form attached hereto as Exhibit C. Any attempt
      to designate a Beneficiary, otherwise than as provided in this Section
      7.1, shall be ineffective.

7.2   SPOUSE'S INTEREST. A Participant's beneficiary designation shall be deemed
      automatically revoked if the Participant names a spouse as Beneficiary and
      the marriage is later dissolved or the spouse dies. Without limiting the
      generality of the foregoing, the interest in the benefits hereunder of a
      spouse of a Participant who has predeceased the Participant or whose
      marriage with the Participant has been dissolved shall automatically pass
      to the Participant and shall not be transferable by such spouse in any
      manner, including but not limited to such spouse's will, nor shall such
      interest pass under the laws of intestate succession.

                                    ARTICLE 8

                               PLAN ADMINISTRATION

8.1   RESPONSIBILITY OF ADMINISTRATION OF THE PLAN.

      (a)   The Plan Administrator shall be responsible for the management,
            operation and administration of the Plan. The Plan Administrator may
            employ others to render advice with regard to its responsibilities
            under this Plan. It may also allocate its responsibilities to others
            and may exercise any other powers necessary for the discharge of its
            duties. The Plan Administrator shall be entitled to rely
            conclusively upon all tables, valuations, certifications, opinions
            and reports


                                       14
<PAGE>

            furnished by any actuary, accountant, controller, counsel or other
            person employed or engaged by the Plan Administrator with respect to
            the Plan.

      (b)   The primary responsibility of the Plan Administrator is to
            administer the Plan for the benefit of the Participants and their
            respective Beneficiaries, subject to the specific terms of the Plan.
            The Plan Administrator shall administer the Plan in accordance with
            its terms and shall have the power to determine all questions
            arising in connection with the administration, interpretation, and
            application of the Plan. Any such determination shall be conclusive
            and binding upon all persons and their heirs, executors,
            beneficiaries, successors and assigns. The Plan Administrator shall
            have all powers necessary or appropriate to accomplish its duties
            under the Plan. The Plan Administrator shall also have the
            discretion and authority to make, amend, interpret, and enforce all
            appropriate rules and regulations for the administration of this
            Plan and decide or resolve any and all questions, including but not
            limited to, interpretations of this Plan and entitlement to or
            amount of benefits under this Plan, as may arise in connection with
            the Plan.

8.2   CLAIMS PROCEDURE.

      (a)   CLAIM. A person who believes that he or she is being denied a
            benefit to which he or she is entitled under the Plan (hereinafter
            referred to as a "Claimant") may file a written request for such
            benefit with the Plan Administrator, setting forth his or her claim.
            The request must be addressed to the Plan Administrator at its then
            principal place of business. Notwithstanding anything to the
            contrary, pending a determination under this Section 8.2, the
            undisputed portion of a benefit due to Claimant shall be timely
            distributed pursuant to the terms of the Plan.

      (b)   CLAIM DECISION. Upon receipt of a claim, the Plan Administrator
            shall advise the Claimant that a reply will be forthcoming within 45
            days. The Plan Administrator may, however, extend the reply period
            for an additional 30 days for reasonable cause. If the claim is
            denied in whole or in part, the Plan Administrator shall adopt a
            written opinion, using language calculated to be understood by the
            Claimant, setting forth to the extent applicable:

            (i)   The specific reasons for such denial;

            (ii)  Specific reference to pertinent provisions of this Plan on
                  which such denial is based;

            (iii) A description of any additional material or information
                  necessary for the Claimant to perfect his or her claim and an
                  explanation why such material or such information is
                  necessary;

            (iv)  Appropriate information as to the steps to be taken if the
                  Claimant wishes to submit the claim for review, and

            (v)   The time limits for requesting a review under subsection (c)
                  hereof.

      (c)   REQUEST FOR REVIEW. Within 60 days after receipt by the Claimant of
            the written opinion described above, the Claimant may request in
            writing that the Corporation


                                       15
<PAGE>

            through its Board of Directors review the Plan Administrator's
            determination. Such request must be addressed to the Plan
            Administrator of the Corporation at its then principal place of
            business. The Claimant or his or her duly authorized representative
            may, but need not, review the pertinent documents and submit issues
            and comments in writing for consideration by the Corporation. If the
            Claimant does not request a review of the determination within such
            60 day period, he or she shall be barred and estopped from
            challenging the determination.

      (d)   REVIEW OF DECISION. Within 30 days after the Corporation's receipt
            of a request for review by a Claimant pursuant to 8.2 (c) above, the
            Corporation will review the Plan Administrator's determination.
            After considering all materials presented by the Claimant, the
            Corporation, through its Board of Directors, will render a written
            opinion, written in a manner calculated to be understood by the
            Claimant, setting forth the specific reasons for the decision and
            containing specific references to the pertinent provisions of this
            Plan on which the decision is based. If special circumstances
            require that the 30 day time period be extended, the Corporation
            will so notify the Claimant and will render the decision as soon as
            possible, but in no event later than 60 days after receipt of the
            request for review.

8.3   ARBITRATION. Any claim or controversy between the parties which the
      parties are unable to resolve themselves, and which is not resolved
      through the claims procedure set forth in Section 8.2, including any claim
      arising out of, connected with, or related to the interpretation,
      performance or breach of any provision of this Plan, and any claim or
      dispute as to whether a claim is subject to arbitration, shall be
      submitted to and resolved exclusively by expedited arbitration by a single
      arbitrator in accordance with the following procedures:

      (a)   In the event of a claim or controversy subject to this arbitration
            provision, the complaining party shall promptly send written notice
            to the other party identifying the matter in dispute and the
            proposed remedy. Following such notice, the parties shall meet and
            attempt in good faith to resolve the matter. In the event the
            parties are unable to resolve the matter within 21 days, the parties
            shall meet and attempt in good faith to select a single arbitrator
            acceptable to both parties. If a single arbitrator is not selected
            by mutual consent within 10 business days following the expiration
            of the 21 day period, an arbitrator shall be selected from a list of
            nine persons each of whom shall be an attorney who is either engaged
            in the active practice of law or a recognized arbitrator and who, in
            either event, is experienced in serving as an arbitrator in disputes
            between employers and employees, which list shall be provided by the
            office of the American Arbitration Association ("AAA") or of the
            Federal Mediation and Conciliation Service. If, within three
            business days of the parties' receipt of such list, the parties are
            unable to agree upon an arbitrator from the list, then the parties
            shall each strike names alternatively from the list, with the first
            to strike being determined by the flip of a coin. After each party
            has had four strikes, the remaining name on the list shall be the
            arbitrator. If such person is unable to serve for any reason, the
            parties shall repeat this process until an arbitrator is selected.

      (b)   Unless the parties agree otherwise, within 60 days of the selection
            of the arbitrator, a hearing shall be conducted before such
            arbitrator at a time and a place


                                       16
<PAGE>

            agreed upon by the parties. In the event the parties are unable to
            agree upon the time or place of the arbitration, the time and place
            shall be designated by the arbitrator after consultation with the
            parties. Within 30 days of the conclusion of the arbitration
            hearing, the arbitrator shall issue an award, accompanied by a
            written decision explaining the basis for the arbitrator's award.
            The arbitrator's award may not include a provision for punitive
            damages.

      (c)   In any arbitration hereunder, the Corporation shall pay all
            administrative fees of the arbitration, all fees of the arbitrator
            and each party's reasonable attorneys' fees, costs, and expenses.
            The arbitrator shall have no authority to add to or to modify the
            Plan, shall apply all applicable law, and shall have no lesser and
            no greater remedial authority than would a court of law resolving
            the same claim or controversy. The arbitrator shall, upon an
            appropriate motion, dismiss any claim without an evidentiary hearing
            if the party bringing the motion establishes that it would be
            entitled to summary judgment if the matter had been pursued in court
            litigation. The parties shall be entitled to reasonable discovery
            subject to the discretion of the arbitrator.

      (d)   The decision of the arbitrator shall be final, binding, and
            non-appealable, and may be enforced as a final judgment in any court
            of competent jurisdiction.

      (e)   This Section 8.3 shall extend to claims against any parent,
            subsidiary, or Affiliate of each party, and, when acting within such
            capacity, any officer, director, shareholder, Participant,
            Beneficiary, or agent of each party, or of any of the above, and
            shall apply as well to claims arising out of state and federal
            statutes and local ordinances as well as to claims arising under the
            common law or under this Plan.

      (f)   Notwithstanding the foregoing, and unless otherwise agreed between
            the parties, either party may, in an appropriate manner, apply to a
            court for provisional relief, including a temporary restraining
            order or preliminary injunction, on the ground that the arbitration
            award to which the applicant may be entitled may be rendered
            ineffectual without provisional relief.

      (g)   Any arbitration hereunder shall be conducted in accordance with the
            employee benefit plan claims rules and procedures of the AAA then in
            effect; provided, however, that, (i) all evidence presented to the
            arbitrator shall be in strict conformity with the legal rules of
            evidence, and (ii) in the event of any inconsistency between the
            employee benefit plan claims rules and procedures of the AAA and the
            terms of this Plan, the terms of this Plan shall prevail.

      (h)   If any of the provisions of this Section 8.3 are determined to be
            unlawful or otherwise unenforceable, in whole or in part, such
            determination shall not affect the validity of the remainder of this
            Section 8.3, and this Section 8.3 shall be reformed to the extent
            necessary to carry out its provisions to the greatest extent
            possible and to insure that the resolution of all conflicts between
            the parties, including those arising out of statutory claims, shall
            be resolved by neutral, binding arbitration. If a court should find
            that the provisions of this Section 8.3 are not absolutely binding,
            then the parties intend any arbitration decision and


                                       17
<PAGE>

            award to be fully admissible in evidence in any subsequent action,
            given great weight by any finder of fact, and treated as
            determinative to the maximum extent permitted by law.

8.4   NOTICE. Any notice, consent or demand required or permitted to be given
      under the provisions of this Plan shall be in writing and shall be signed
      by the party giving or making the same. If such notice, consent or demand
      is mailed, it shall be sent by United States certified mail, postage
      prepaid, return receipt requested, addressed to the addressee's last known
      address as shown on the records of the Corporation. The date of receipt,
      or the date of refusal by addressee upon presentation, shall be deemed the
      date of such notice, consent or demand. Any person may change the address
      to which notice is to be sent by giving written notice of the change of
      address in the manner aforesaid.

                                    ARTICLE 9

                            AMENDMENT OR TERMINATION

9.1   AMENDMENT OR TERMINATION.

      (a)   This Plan may be amended or terminated by the Corporation at any
            time, without notice to or consent of any person, pursuant to
            resolutions adopted by its Board of Directors. Any such amendment or
            termination shall take effect as of the date specified therein and,
            to the extent permitted by law. However, no such amendment or
            termination shall reduce:

            (i)   the amount then credited to a Participant's Deferral Account,
                  or

            (ii)  a Participant's vested percentage under Section 5.1.

            If the Plan is terminated, benefits will be distributed in one lump
sum.

      (b)   Any other provision of this Plan to the contrary notwithstanding,
            the Plan may be amended by the Corporation at any time, to the
            extent that, in the opinion of the Corporation, such amendment shall
            be necessary in order to ensure that the Plan will be characterized
            as a plan maintained for a select group of management or highly
            compensated employees, as described in sections 201(2), 301(a)(3)
            and 401(a)(1) of ERISA, or to conform the Plan to the requirements
            of any applicable law, including ERISA and the Code. No such
            amendment shall be considered prejudicial to any interest of a
            Participant or Beneficiary hereunder.

                                   ARTICLE 10

                                  MISCELLANEOUS

10.1  ENTIRE AGREEMENT. The Plan and the executed Election Forms, Deemed
      Investment Election Form, and Beneficiary Designation Form, and other
      administrative forms shall constitute the total understanding between the
      Corporation and the Participant. No oral statement regarding the Plan may
      be relied upon by the Participant. In the event that there is a
      discrepancy between forms, this Plan will control.


                                       18
<PAGE>

10.2  INVALIDITY OF PROVISIONS. If any provision of this Plan shall, for any
      reason, be held to be invalid or unenforceable, the remaining provisions
      shall nevertheless be carried into effect.

10.3  GOVERNING LAW. The Plan and the rights and obligations of all persons
      hereunder shall be governed by and construed in accordance with the laws
      of the State of Illinois, other than its laws regarding choice of law, to
      the extent that such state law is not preempted by federal law.

      IN WITNESS WHEREOF, the Corporation has executed this Plan as of the day
and year above first written.

ATTEST:                             PCTEL, INC.


                                    By:  /s/Martin H. Singer
                                       -------------------------------------
/s/ John W. Schoen, Secretary       Title: Chief Executive Officer
------------------


                                       19
<PAGE>

                                   PCTEL, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                             PARTICIPATION AGREEMENT

                                  ELECTION FORM

                                    EXHIBIT A

      THIS PARTICIPATION AGREEMENT is entered into this ____day of ___________,
20___ between PCTEL, INC., hereinafter referred to as the "Corporation", and
_______________________, hereinafter referred to as the "Participant".

PART I. ELECTION TO DEFER

            (Please check all that apply)

      I understand and acknowledge that this Election of Deferral will be
effective for the following Plan Year. If I wish to change my deferral election
in subsequent Plan Year(s), I realize that I must deliver a new Election Form to
the Plan Administrator of the Corporation at least 10 days prior to the
beginning of the Plan Year for which the deferral is sought. If I fail to timely
make an election, I shall be deemed to have made the same election as is then
currently in effect.

| |   I WILL participate in the Corporation's Executive Deferred Compensation
      Plan for the forthcoming Plan Year and duly authorize the Corporation to
      make the appropriate deductions from my paycheck.

| |   I hereby elect to defer receipt of Base Salary, bonus and/or commissions
      for the forthcoming Plan Year as set forth below:

| |   ____% or $________ of my Base Salary to be withdrawn from my salary in
      equal amounts during the Plan Year (but not to exceed 50% of my Base
      Salary).

| |   ____% or $________ of my bonus and commissions which would have otherwise
      been paid during the Plan Year, to be withdrawn as applicable during the
      year.

OR;

| |   I will NOT participate in the Corporation's Executive Deferred
      Compensation Plan for the forthcoming Plan Year.

      NOTE: THIS ELECTION IS IRREVOCABLE FOR THE FORTHCOMING PLAN YEAR.

<PAGE>

PART II. DISTRIBUTION OF BENEFITS ELECTION (ARTICLE 5 OF THE PLAN):

      Please select A (and the choices under A) or B.

      | |   A. RETIREMENT BENEFITS. I hereby elect to have my Retirement or
            Disability benefits distributed to me in the following manner:

            Distribution to be paid (check one):

            | |   Lump Sum
            | |   Annually over 15 years
            | |   Lifetime of the Participant with 20 annual payments guaranteed

      NOTE: THIS ELECTION MAY BE CHANGED BY THE PARTICIPANT BY GIVING WRITTEN
      NOTICE TO THE CORPORATION NOT LATER THAN ONE YEAR BEFORE RETIREMENT, OR
      PROMPTLY FOLLOWING A DISABILITY. BY THE TERMS OF THE PLAN, THE RETIREMENT
      AGE IS AGE 55 OR LATER.

      | |   B. FIXED PAYMENT DATE BENEFITS. This Section applies if you wish to
            elect an in-service distribution prior to retirement age. All
            distributions under this section are made in a lump sum. I hereby
            elect to have my fixed payment date benefits distributed to me at
            the following date:

            Date for fixed payments to commence
            (This date may be no earlier than the January 1 of the third
            Calendar Year after the Calendar Year in which this election is
            made.

      NOTE: THIS ELECTION MAY BE CHANGED TO EXTEND THE FIXED PAYMENT DATE TO A
      LATER DATE SO LONG AS (A) THE ELECTION TO SO EXTEND THE DATE IS AT LEAST
      ONE YEAR BEFORE THE ORIGINAL DATE, AND (B) THE EXTENDED DATE IS NO EARLIER
      THAN JANUARY 1 OF THE THIRD CALENDAR YEAR AFTER ISSUING THE ELECTION TO
      EXTEND. SUCH DATES MAY NOT BE ACCELERATED.

PCTEL, INC.                               PARTICIPANT


------------------------------            ---------------------------------
                                          Signature



                                       2
<PAGE>

                                   PCTEL, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                        ---DEEMED INVESTMENT ELECTIONS---

                                    EXHIBIT B

      THIS ELECTION is submitted by ____________________ ("Participant") to
PCTEL, Inc. this _____ day of ________, 20___.

DEEMED INVESTMENT ELECTIONS:

I elect to have my Deferral Account credited with a rate of return based on the
following Deemed Investment Elections. These Deemed Investment Elections shall
supersede any prior elections which I have made and shall continue until such
time as I make a new Deemed Investment Election in accordance with the terms of
the Plan. I acknowledge that Deemed Investment Elections may be changed by a
Participant not more than once a month and each investment option must have at
least a 10% allocation of the Participant's deferral. (I further acknowledge
that materials and a prospectus have been made available to me containing
detailed explanations of Deemed Investment options.)

<TABLE>
<CAPTION>
    DEEMED INVESTMENT OPTIONS      %       DEEMED INVESTMENT OPTIONS         %
    -------------------------      -       -------------------------         -
<S>                                <C>   <C>                                 <C>
Money Market                             Fidelity VIP Mid Cap SC2
Mortgage Securities                      Index 400 Mid-Cap
Bond                                     Small Company Value
Global Bond                              Capital Appreciation
Asset Allocation                         Janus Aspen International Growth
                                         Fund CL2
Real Estate Securities                   International Stock
Macro Cap Value                          Small Company Growth
Fidelity VIP Equity-Income SC2           Franklin Small Cap Fund CL2
Value Stock                              Micro Cap Growth
Templeton Asset Strategy Fund CL2        Janus Aspen Cap Appreciation -
                                         Srv Sh
Index 500                                CSWP Global Post Venture Cap
Fidelity VIP Contrafund SC2              Templeton Developing Markets Fund
                                         CL2
Growth                                   Guaranteed Principal Account
</TABLE>

                                    PARTICIPANT

                                    -------------------------
                                    Signature

<PAGE>

                                   PCTEL, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                           DESIGNATION OF BENEFICIARY

                                    EXHIBIT C

      TO: PCTEL, INC. (hereinafter referred to as the "Corporation"),

In accordance with the rights granted to me as a Participant in the PCTEL, Inc.
Executive Deferred Compensation Plan, I hereby designate the following as
primary and 1st contingent Beneficiary(ies) thereunder to receive payments in
the event of my death:

      PRIMARY Beneficiary:_____________________
      Relationship:_________________

      1ST CONTINGENT Beneficiary:______________
      Relationship:_________________

I further reserve the privilege of changing the Beneficiary(ies) herein named at
any time or times without the consent of any such Beneficiary(ies).

      This designation is made upon the following terms and conditions:

1. The word "Beneficiary" as used herein shall include the plural,
Beneficiaries, wherever the Plan permits.

2. For purposes of this Beneficiary Designation, no person shall be deemed to
have survived the Participant if that person dies within thirty (30) days of the
Participant's death.

3. Beneficiary shall mean the Primary Beneficiary if such Primary Beneficiary
survives the Participant by at least thirty (30) days, and shall mean the 1st
Contingent Beneficiary if the Primary Beneficiary does not survive the
Participant by at least thirty (30) days.

4. If the Primary Beneficiary shall be deceased on any annual payment date
provided in said Plan, any and all remaining annual payments shall be payable to
the 1st Contingent Beneficiary unless the executors or administrators of said
deceased Beneficiary are named as Primary Beneficiary hereinabove.

5. If more than one Beneficiary is named within the same class (i.e., Primary or
1st Contingent), then annual payments shall be made equally to such
Beneficiaries unless otherwise provided hereinabove. If any such Beneficiary
dies while receiving annual payments under said Agreement, any and all remaining
payments shall continue to be made to the surviving Beneficiaries of such class
and to the legal heirs of the deceased Beneficiary, which legal heirs shall
receive the amount which was being received by said deceased Beneficiary. If all
of the Beneficiaries of a class shall die, any and all remaining payments shall
be made to the next class of Beneficiaries, as provided under Paragraph 4 above.

6. If none of the Beneficiaries named hereinabove are living on any said annual
payment date, any and all remaining payments shall be made to my executors or
administrators, or upon their written request, to any person or persons so
designated by them.

7. If any such annual payments shall be payable to any trust, the Corporation
shall not be liable to see to the application by the Trustee of any payment
hereunder at any time, and may rely upon the sole signature of the Trustee to
any receipt, release or waiver, or to any transfer or other instrument to
whomsoever made purporting to affect this nomination or any right hereunder.

8. A Participant's Beneficiary designation shall be deemed automatically revoked
if the Participant names a spouse as Beneficiary and the marriage is later
dissolved or the spouse dies. Without limiting the

<PAGE>

generality of the foregoing, the interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant or whose marriage with the
Participant has been dissolved shall automatically pass to the Participant and
shall not be transferable by such spouse in any manner, including but not
limited to such spouse's will, nor shall such interest pass under the laws of
intestate succession.

THIS DESIGNATION CANCELS AND SUPERSEDES ANY DESIGNATION OF BENEFICIARY
HERETOFORE MADE BY ME WITH RESPECT TO SAID PLAN AND THE RIGHT TO RECEIVE
PAYMENTS THEREUNDER.

      Dated: __________________________   Participant/Executive: ______________

I am the spouse of the Participant/Executive named above. I have read and
understood the foregoing Designation of Beneficiary, and especially paragraph 8
thereof. I understand that the Plan does not permit the assignment of the
Participant/Executive's benefits to me in the event of the dissolution of my
marriage. I also understand that, even if I am named as a Beneficiary, my rights
may be impaired in the event of the dissolution of my marriage or my death
before the Participant/Executive.

Dated: _____________________         _____________________________________
                                     Spouse

Acknowledgment of receipt this _____ day of ______________, 20__
By:____________________________


                                       2
<PAGE>

                                   PCTEL, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                  DEATH BENEFIT

                                    EXHIBIT D

      Section 5.5(a) of the PCTEL, Inc. Executive Deferred Compensation Plan
provides that the death benefit attributable to a Participant's Deferral Account
shall equal the Participant's Deferral Account or the amount stated in this
Exhibit D, whichever is greater.

      The death benefit for_________________________________________
                                  (name of Participant)
is $________________.

      This Exhibit D supersedes and replaces all prior Exhibit's D executed by
PCTEL, Inc. with respect to the above named Participant.

      Dated this __________ day of __________________________, 20______.

                                      PCTEL, Inc.

                                      By:_____________________
                                      Its:____________________

<PAGE>

                      DEEMED INVESTMENT OPTION CHANGE FORM
                                     FOR THE
                                   PCTEL, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN

FOR THE PERIOD BEGINNING ______________________

_____________________________             __________________________________
Participant's Name                        Social Security Number

I hereby request that my existing account balances and future contributions be
allocated as follows: (Minimum allocation is 10% - total must equal 100%). If no
change is desired in your current account, do NOT complete Column A.
Complete both, Columns A and B, if you want your existing balances and future
contributions changed.

<TABLE>
<CAPTION>
                                          COLUMN A          COLUMN B
                                          --------          --------
                                          Change Existing   Future Payroll Account
                                          Balances          Contributions Only
<S>                                       <C>               <C>
DEEMED INVESTMENT OPTIONS

Guaranteed Principal Account              __________%       __________%
Money Market                              __________%       __________%
Mortgage Securities                       __________%       __________%
Bond                                      __________%       __________%
Global Bond                               __________%       __________%
Asset Allocation                          __________%       __________%
Real Estate Securities                    __________%       __________%
Macro Cap Value                           __________%       __________%
Fidelity VIP Equity-Income SC2            __________%       __________%
Value Stock                               __________%       __________%
Templeton Asset Strategy Fund CL2         __________%       __________%
Index 500                                 __________%       __________%
Fidelity VIP Contrafund SC2               __________%       __________%
Growth                                    __________%       __________%
Fidelity VIP Mid Cap SC2                  __________%       __________%
Index 400 Mid-Cap                         __________%       __________%
Small Company Value                       __________%       __________%
Capital Appreciation                      __________%       __________%
Janus Aspen International Growth
Fund CL2                                  __________%       __________%
International Stock                       __________%       __________%
Small Company Growth                      __________%       __________%
Franklin Small Cap Fund CL2               __________%       __________%
Micro Cap Growth                          __________%       __________%
Janus Aspen Cap Appreciation - Srv Sh     __________%       __________%
CSWP Global Post Venture Cap              __________%       __________%
Templeton Developing Markets Fund CL2     __________%       __________%

TOTAL MUST EQUAL 100% FOR EACH COLUMN
USED                                         100%               100%
</TABLE>

<PAGE>

IMPORTANT: The Participant acknowledges that he/she has received information
regarding each of the above Deemed Investment Options, including a copy of the
prospectus. The Participant further acknowledges that the Plan Administrator has
discretion as to whether his/her deferrals are actually invested in the funds
selected above; the Corporation is not obligated to acquire or hold any of the
investments selected above.

AGREED AND ACCEPTED BY THE PARTICIPANT


----------------------------------------------              -------------------
Signature of Participant                                    Date

AGREED AND ACCEPTED BY THE CORPORATION


----------------------------------------------              -------------------
Signature of Corporation Officer                            Date


                                       2