CHARTER FOR THE
NOMINATING AND GOVERNANCE COMMITTEE
OF
PCTEL, INC.

(Approved by the Board of Directors on February 12, 2004)

PURPOSE:

The purpose of the Nominating and Governance Committee is to establish, maintain and improve corporate governance guidelines on behalf of the Board of Directors, with responsibility for establishing appropriate related procedures, to ensure that the Board of Directors is properly constituted to meet its fiduciary obligations and that the Company has and follows appropriate governance standards. To carry out this purpose, the Nominating and Governance Committee shall review and make recommendations to the Board of Directors on matters concerning corporate governance, Board composition, evaluation and nominations, Board committees and conflicts of interest. The Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors may prescribe from time to time.

MEMBERSHIP:

RESPONSIBILITIES AND AUTHORITY:

DELEGATION OF AUTHORITY:

The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

MEETINGS:

The Committee will meet at least two times per year.

MINUTES:

The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

REPORTS:

The Committee will summarize its discussions, reviews and recommendations to the Board as may be appropriate, consistent with the Committee charter.

RESOURCES:

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director candidates, this authority shall be vested solely in the Committee.