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                                                                   EXHIBIT 10.29


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This Amended and Restated Employment Agreement (this "Agreement") is
entered into this date by and between ALAMOSA PCS, LLC, a Texas Limited
Liability Company, having its principal executive office located at 4403
Brownfield Highway, Lubbock, Texas 79407 (the "Company"), and JERRY BRANTLEY, an
individual residing at Lubbock, Texas (the "Employee").

                                   WITNESSETH:

         WHEREAS, the parties entered into an employment agreement as of October
1, 1998; and

         WHEREAS, the parties desire to amend and restate said employment
agreement to set forth and confirm their respective rights and obligations with
respect to the Employee's continued employment by the Company.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto mutually agree as follows:

         1. EMPLOYMENT; TERM; DUTIES. The Company hereby continues to employ the
Employee as President and Chief Operating Officer ("COO") pursuant to this
Agreement, for the period from October 1, 1999, (the "Commencement Date") until
September 30, 2003, or the termination of this Agreement as described in Section
5 hereof, whichever shall occur first. The Employee hereby agrees to his
continued employment, and agrees to devote his full time and effort to the
business and affairs of the Company with such duties consistent with the
Employee's position as may be assigned to him from time to time by the Board of
Managers of the Company and/or the Chief Executive Officer ("CEO") of the
Company. Notwithstanding the foregoing, the Company acknowledges that the
Employee has other business interests and ownerships. Subject to the provisions
of Sections 7 through 10 hereof, the Company acknowledges and consents to the
continuation of these ownerships and relationships, provided they do not
interfere with the Employee's duties under this Agreement. Notwithstanding
anything to the contrary in this Agreement, nothing in this Agreement shall be
deemed to impose any obligation on the Company or any of its subsidiaries to
continue to employ the Employee, or on the Employee to remain in the employ of
the Company or any of its subsidiaries.

         2. COMPENSATION. In consideration of all services rendered by the
Employee as President and COO during the term of his employment, pursuant to
this Agreement, the Company will provide the Employee with the following
compensation:



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                  (a) BASE SALARY. The Company will pay the Employee a base
                  salary at the annual rate of $175,000.00, payable periodically
                  but no less often than semi-monthly, in substantially equal
                  amounts, in accordance with the Company's payroll practices
                  from time to time in effect. The Company will review the
                  Employee's base salary at least once each year and may, in its
                  discretion, increase the Employee's base salary.

                  (b) BONUS. In addition to the Employee's base salary, the
                  Employee shall be eligible to receive a bonus (a "Quarterly
                  Bonus") for each calendar quarter in an amount, if any,
                  determined as follows: In each calendar quarter Employee's
                  Quarterly Bonus shall be equal to the sum of (1) plus (2) as
                  follows:

                           (1) $15,000.00 multiplied by the percentage set forth
                           opposite each Expected Milestone set forth in the
                           attached EXHIBIT "A", incorporated herein by
                           reference, which is achieved for that calender
                           quarter.

                           (2) $15,000.00 multiplied by the percentage set forth
                           opposite each Exceptional Milestone set forth in
                           EXHIBIT "A" which is achieved for that calendar
                           quarter.

                  If any particular Expected Milestone or Exceptional Milestone
                  is not achieved for any calendar quarter, that percentage
                  share of the dollar amount specified in (1) or (2) above, as
                  the case may be, shall not be payable as part of the Quarterly
                  Bonus. The Expected Milestones, Exceptional Milestones and
                  percentages set forth on EXHIBIT "A" may be changed by the
                  Company at any time and from time to time, but shall be
                  reasonable by wireless industry standards. Any such change
                  shall not apply earlier than the calendar quarter following
                  the calendar quarter in which such change is made by the
                  Company and communicated to the Employee.

                  Any Quarterly Bonus owing to the Employee shall be paid within
                  forty-five (45) days following the end of the applicable
                  calendar quarter.

                  (c) UNIT OPTIONS. Any options granted to the Employee under
                  his prior employment agreement shall be canceled, and the
                  Employee shall have no further rights with respect to those
                  options. It is the Company's intention to assign its rights
                  and obligations under this Agreement to Alamosa PCS Holdings,
                  Inc. ("Holdings") and become a wholly-owned subsidiary of
                  Holdings. If, on June 30, 2000, the Company or its successor
                  in a merger, consolidation or acquisition, has not become a



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                  wholly-owned subsidiary of Alamosa PCS Holdings, Inc., a
                  Delaware corporation ("Holdings"), then on said date the
                  Company will convert the membership interests in the Company
                  to forty-eight million five hundred thousand (48,500,000)
                  membership units, and shall grant to the Employee options to
                  purchase nonvoting membership units in the Company as follows:

                          (1) First Option. An option (the "First Option") to
                          purchase two hundred forty-two thousand five hundred
                          (242,500) membership units in the Company at a per
                          unit purchase price equal to One Dollar and Fifteen
                          Cents ($1.15), said First Option to be fully vested
                          and immediately exercisable by the Employee, and
                          thereafter be exercisable at any time until January 5,
                          2009, in accordance with the option agreement to be
                          entered into between the Company and the Employee as
                          of June 30, 2000, upon terms and conditions
                          substantially similar to the terms and conditions of
                          the Nonqualified Stock Option Agreement entered into
                          by the Employee pursuant to the Alamosa PCS Holdings,
                          Inc. 1999 Long-Term Incentive Plan.

                          (2) Second Option. An option (the "Second Option") to
                          purchase one million four hundred fifty-five thousand
                          (1,455,000) membership units in the Company at a per
                          unit purchase price equal to Fifteen Dollars ($15.00),
                          said Second Option, subject to Section 6 hereof, to
                          vest and be exercisable by the Employee in four (4)
                          equal installments of three hundred sixty-three
                          thousand seven hundred fifty (363,750) membership
                          units each on September 30, 2000, September 30, 2001,
                          September 30, 2002, and September 30, 2003,
                          respectively, and thereafter be exercisable at any
                          time until January 5, 2009, in accordance with the
                          option agreement to be entered into between the
                          Company and the Employee as of June 30, 2000, upon
                          terms and conditions substantially similar to the
                          terms and conditions of the Nonqualified Stock Option
                          Agreement entered into by the Employee pursuant to the
                          Alamosa PCS Holdings, Inc. 1999 Long-Term Incentive
                          Plan, including but not limited to full vesting of the
                          Second Option upon a Change of Control as defined in
                          Section 6(g)(2) hereof.

The Employee will receive no additional compensation for serving the Company in
any other capacity.

         3. EMPLOYEE BENEFITS. The Employee will be entitled to participate in
all incentive, retirement, profit-sharing, life, medical, disability and other
benefit plans and programs (collectively "Benefit Plans") as are from time to
time generally available to other executives of the Company with comparable
responsibilities, subject to the



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provisions of those programs. Without limiting the generality of the foregoing,
the Company will provide the Employee with basic health and medical benefits on
the terms that such benefits are provided to other executives of the Company
with comparable responsibilities. The Employee will also be entitled to
holidays, sick leave and vacation in accordance with the Company's policies as
they may change from time to time, but in no event shall the Employee be
entitled to less than four (4) weeks paid vacation per year.

         4. EXPENSES.

                  (a) Reimbursement for Expenses. The Company will promptly
                  reimburse the Employee, in accordance with the Company's
                  policies and practices in effect from time to time, for all
                  expenses reasonably incurred by the Employee in performance of
                  the Employee's duties under this Agreement, including
                  reimbursement for miles driven by the Employee in furtherance
                  of the Company's business ("Business Mileage").

                           (1) Reimbursement for Business Mileage shall be at
                           the standard mileage rate allowed by the Internal
                           Revenue Service ("IRS") for the taxable year and set
                           forth in the appropriate IRS publication.

                           (2) Business mileage does not include commuting from
                           Employee's residence to the Company's headquarters.

                           (3) Employee is responsible for proper substantiation
                           and reporting of Business Mileage and/or actual
                           expenses.

                           (4) Employee acknowledges that the payment to him of
                           a monthly vehicle allowance plus the standard mileage
                           rate may result in taxable income if the business
                           portion of actual automobile expenses is less than
                           the total amount paid to employee under this
                           subsection, or if employee does not maintain the
                           records required by the Internal Revenue Code and the
                           Regulations thereunder. Employee has been advised to
                           consult a tax advisor to determine the taxability of
                           payments under this subsection, and the record
                           keeping requirements associated with the travel and
                           expenses associated with such payments.

                  (b) Expense Allowance. In addition to reimbursed expenses,
                  Employee is entitled to $600.00 per month as a vehicle
                  allowance.



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         5. TERMINATION. The Employee's employment by the Company: (a) shall
terminate upon the Employee's death or disability (as defined below); (b) may be
terminated by the Company for any reason other than cause or non-performance at
any time; (c) may be terminated by the Company for cause (as defined below) at
any time; (d) may be terminated by the Employee, without cause at any time upon
forty-five (45) days' prior written notice delivered by the Employee to the
Company; (e) may be terminated by the Employee for cause (as defined below) at
any time upon forty-five (45) days' prior written notice delivered by the
Employee to the Company; and (f) may be terminated by the Company for
non-performance by the Employee at any time.

                  (a) The term "disability" means the determination under the
                  Company's Long-Term Disability Plan that the Employee is
                  eligible to receive a disability benefit.

                  (b) The term "cause" in the event of termination of the
                  Employee's employment by the Company means (i) any breach of
                  Sections 7 or 9 of this Agreement by Employee which has a
                  material adverse effect on the Company and which is not or
                  cannot be cured within thirty (30) days after notice from the
                  Board of Managers of the Company thereof; (ii) commission of
                  any act of fraud, embezzlement or dishonesty by the Employee
                  that is materially and demonstrably injurious to the Company;
                  (iii) any act or omission by Employee which constitutes a
                  uncured default or breach of that certain Sprint PCS
                  Management Agreement dated July 17, 1998 and as it may be
                  amended from time to time or any other similar Sprint
                  Management Agreement to which the Company or any of its
                  affiliates or subsidiaries may be a party ("the Sprint
                  Agreement"); or (iv) any other intentional misconduct by the
                  Employee adversely affecting the business or affairs of the
                  Company in a material manner. The term "intentional misconduct
                  by the Employee adversely affecting the business or affairs of
                  the Company" shall mean such misconduct that is detrimental to
                  the business or the reputation of the Company as it is
                  perceived both by the general public and the
                  telecommunications industry.

                  (c) The term "cause" in the event of termination of the
                  Employee's employment by the Employee means the change in job
                  responsibilities of the Employee resulting in the demotion,
                  removal or failure to elect Employee to the position of
                  President and COO or the job responsibilities of that
                  position, which demotion, removal or failure to elect is
                  caused by something other than cause for termination of the
                  Employee's employment by the Company under Section 5(b) hereof
                  and other than the non-performance of the Employee as defined
                  under Section 5(d) hereof.



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                  (d) The term "non-performance by the Employee" in the event of
                  termination of the Employee's employment by the Company means
                  the determination by a super-majority (greater than 75%) of
                  the members of the Board of Managers of the Company, in their
                  sole and absolute discretion, that the Employee is not
                  performing his duties under this Agreement after the Board of
                  Managers of the Company has delivered to the Employee written
                  notice which specifically identifies the manner in which the
                  Board believes he is not performing his duties and which is
                  not or cannot be cured within 15 days after such written
                  notice is delivered to the Employee.

         6. CONSEQUENCES OF TERMINATION.

                  (a) CONSEQUENCES OF TERMINATION ON EMPLOYEE'S DEATH OR
                  DISABILITY. If the Employee's employment is terminated prior
                  to September 30, 2003, because of the Employee's death or
                  disability, (i) subject to Section 6(h) hereof, this Agreement
                  terminates immediately; (ii) Employee or his legal
                  representative or estate, as the case may be, shall be
                  eligible to exercise any options granted and vested pursuant
                  to Section 2(c) hereof at the time of such death or
                  disability, plus, if such death or disability does not occur
                  on September 30 of a given year, a fractional portion of those
                  options which would have vested and become exercisable
                  pursuant to Section 2(c) hereof on the September 30
                  immediately following such death or disability based on a
                  fraction whose numerator is the number of months (including
                  the month in which the date of death or disability occurs)
                  since the previous September 30 and whose denominator is
                  twelve (12), in accordance with the provisions of Section 2(c)
                  hereof and the option agreement referred to therein, and any
                  other options granted to the Employee shall be forfeited;
                  (iii) the Company will pay the Employee, or his legal
                  representative or estate, as the case may be, in full
                  satisfaction of all of its compensation (base salary and
                  bonus) obligations under this Agreement, an amount equal to
                  the sum of any base salary due to the Employee through the
                  last day of employment, plus any accrued bonus to which the
                  Employee may have been entitled on the last day of employment,
                  but had not yet been received; and (iv) the Employee's
                  benefits and rights under any Benefit Plan shall be paid,
                  retained or forfeited in accordance with the terms of such
                  plan; provided, however, that Employer shall have no
                  obligation to make any payments toward these benefits for
                  Employee from and after termination.



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                  (b) CONSEQUENCES OF TERMINATION BY THE COMPANY FOR ANY REASON
                  OTHER THAN FOR CAUSE OR FOR NON-PERFORMANCE OF EMPLOYEE.

                           (1) If the Employee's employment is terminated by the
                           Company prior to September 30, 2003, for any reason
                           other than for cause or non-performance of Employee,
                           (i) subject to Section 6(h) hereof, this Agreement
                           terminates immediately; (ii) Employee or his legal
                           representative or estate, as the case may be, shall
                           be eligible to exercise any options granted but not
                           exercised pursuant to Section 2(c) hereof, all of
                           which options shall be deemed vested as of the date
                           of the Employee's termination of employment
                           regardless of whether or not they are in fact
                           otherwise vested pursuant to Section 2(c) hereof on
                           said date, in accordance with the provisions of
                           Section 2(c) hereof and the option agreement referred
                           to therein; (iii) the Company will pay the Employee,
                           in full satisfaction of all of its compensation (base
                           salary and bonus) obligations under this Agreement,
                           an amount equal to the sum of any base salary due to
                           the Employee through the last day of employment, plus
                           any accrued bonus to which the Employee may have been
                           entitled on the last day of employment, but had not
                           yet been received; (iv) the Company will pay the
                           Employee, within sixty (60) days of such termination,
                           a lump sum severance payment equal to one (1) year's
                           base salary as in effect at the date of employment
                           termination; and (v) the Employee's benefits and
                           rights under any Benefit Plan, other than any basic
                           health and medical benefit plan, shall be paid,
                           retained or forfeited in accordance with the terms of
                           such plan; provided, however, that Employer shall
                           have no obligation to make any payments toward these
                           benefits for Employee from and after termination.

                           (2) Any payment pursuant to clause (b)(1)(iv) above
                           (the "Termination Payment"):

                                    a. will be subject to offset for any
                                    advances, amounts receivable, and loans,
                                    including accrued interest, outstanding on
                                    the date of the employment termination; and

                                    b. will not be subject to offset on account
                                    of any remuneration paid or payable to the
                                    Employee for any subsequent employment the
                                    Employee may obtain, whether during or after
                                    the period during which the Termination



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                                    Payment is made, and the Employee shall have
                                    no obligation whatever to seek any
                                    subsequent employment.

                  (c) CONSEQUENCES OF TERMINATION FOR CAUSE BY THE COMPANY. If
                  the Employee's employment is terminated by the Company prior
                  to September 30, 2003, for cause, (i) subject to Section 6(h)
                  hereof, this Agreement terminates immediately; (ii) Employee
                  shall not be eligible to exercise and shall forfeit any
                  options granted (whether or not vested) pursuant to Section
                  2(c) hereof at the time of such employment termination that
                  have not already been exercised by the Employee at the time of
                  such employment termination; (iii) the Company will pay the
                  Employee, in full satisfaction of all of its compensation
                  (base salary and bonus) obligations under this Agreement, an
                  amount equal to the sum of any base salary due to the Employee
                  through the last day of employment, plus any accrued bonus to
                  which the Employee may have been entitled on the last day of
                  employment, but had not yet been received; and(iv) the
                  Employee's benefits and rights under any Benefit Plan shall be
                  paid, retained or forfeited in accordance with the terms of
                  such plan; provided, however, that Employer shall have no
                  obligation to make any payments toward these benefits for
                  Employee from and after termination.

                  (d) CONSEQUENCES OF TERMINATION BY THE EMPLOYEE FOR ANY REASON
                  OTHER THAN FOR CAUSE OR EMPLOYEE'S DEATH OR DISABILITY. If,
                  upon forty-five (45) days' prior written notice to the Company
                  by the Employee, the Employee's employment is terminated by
                  the Employee prior to September 30, 2003, for any reason other
                  than for cause or Employee's death or disability, (i) subject
                  to Section 6(h) hereof, this Agreement terminates immediately;
                  (ii) Employee or his legal representative or estate, as the
                  case may be, shall be eligible to exercise any options granted
                  and vested, but not exercised pursuant to Section 2(c) hereof
                  at the time of such employment termination, in accordance with
                  the provisions of Section 2(c) hereof and the option agreement
                  referred to therein, and any other options granted to the
                  Employee shall be forfeited; (iii) the Company will pay the
                  Employee, in full satisfaction of all of its compensation
                  (base salary and bonus) obligations under this Agreement, an
                  amount equal to the sum of any base salary due to the Employee
                  through the last day of employment, plus any accrued bonus to
                  which the Employee may have been entitled on the last day of
                  employment, but had not yet been received; and (iv) the
                  Employee's benefits and rights under any Benefit Plan, other
                  than any basic health and medical benefit plan, shall be
                  retained or forfeited in accordance with the terms of such
                  plan; provided, however, that Employer shall have no
                  obligation to make any payments toward these benefits for
                  Employee from and after termination.



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                  (e) CONSEQUENCES OF TERMINATION BY THE EMPLOYEE FOR CAUSE.

                           (1) If, upon forty-five (45) days' prior written
                           notice to the Company by the Employee, the Employee's
                           employment is terminated by the Employee prior to
                           September 30, 2003, for cause (i) subject to Section
                           6(h) hereof, this Agreement terminates immediately;
                           (ii) Employee or his legal representative or estate,
                           as the case may be, shall be eligible to exercise any
                           options granted and vested pursuant to Section 2(c)
                           hereof at the time of such employment termination,
                           plus, if such employment termination does not occur
                           on September 30 of a given year, those options which
                           would have vested and become exercisable pursuant to
                           Section 2(c) hereof on the September 30 immediately
                           following such employment termination, in accordance
                           with the provisions of Section 2(c) hereof and the
                           option agreement referred to therein, and any other
                           options granted to the Employee shall be forfeited;
                           (iii) the Company will pay the Employee, in full
                           satisfaction of all of its compensation (base salary
                           and bonus) obligations under this Agreement, an
                           amount equal to the sum of any base salary due to the
                           Employee through the last day of employment, plus any
                           accrued bonus to which the Employee may have been
                           entitled on the last day of employment, but had not
                           yet been received; (iv) the Company will pay the
                           Employee, within sixty (60) days of such termination,
                           a lump sum severance payment equal to one (1) year's
                           base salary as in effect at the date of employment
                           termination or the unpaid balance of the annual base
                           salary which would have been payable to Employee
                           through September 30, 2003, whichever amount shall be
                           less; and (v) the Employee's benefits and rights
                           under any Benefit Plan, other than any basic health
                           and medical benefit plan, shall be paid, retained or
                           forfeited in accordance with the terms of such plan;
                           provided, however, that Employer shall have no
                           obligation to make any payments toward these benefits
                           for Employee from and after termination.

                           (2) Any payment pursuant to clause (e)(1)(iv) above
                           (the "Termination Payment"):

                                    a. will be subject to offset for any
                                    advances, amounts receivable, and loans,
                                    including accrued interest, outstanding on
                                    the date of the employment termination; and



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                                    b. will not be subject to offset on account
                                    of any remuneration paid or payable to the
                                    Employee for any subsequent employment the
                                    Employee may obtain, whether during or after
                                    the period during which the Termination
                                    Payment is made, and the Employee shall have
                                    no obligation whatever to seek any
                                    subsequent employment.

                  (f) CONSEQUENCES OF TERMINATION BY THE COMPANY FOR
                  NON-PERFORMANCE BY THE EMPLOYEE. If the Employee's employment
                  is terminated by the Company prior to September 30, 2003, for
                  non-performance by the Employee (i) subject to Section 6(h)
                  hereof, this Agreement terminates immediately; (ii) Employee
                  or his legal representative or estate, as the case may be,
                  shall be eligible to exercise any options granted and vested
                  but not exercised pursuant to Section 2(c) hereof at the time
                  of such employment termination, in accordance with the
                  provisions of Section 2(c) hereof and the option agreement
                  referred to therein, and any other options granted to the
                  Employee shall be forfeited; (iii) the Company will pay the
                  Employee, in full satisfaction of all of its compensation
                  (base salary and bonus) obligations under this Agreement, an
                  amount equal to the sum of any base salary due to the Employee
                  through the last day of employment, plus any accrued bonus to
                  which the Employee may have been entitled on the last day of
                  employment, but had not yet been received; and (iv) the
                  Employee's benefits and rights under any Benefit Plan, other
                  than any basic health and medical benefit plan, shall be paid,
                  retained or forfeited in accordance with the terms of such
                  plan; provided, however, that Employer shall have no
                  obligation to make any payments toward these benefits for
                  Employee from and after termination.



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                  (g) CONSEQUENCES OF TERMINATION BY THE COMPANY FOLLOWING A
                  CHANGE OF CONTROL.

                           (1) If the Employee's employment is terminated by the
                           Company prior to September 30, 2003, for any reason
                           other than for cause (as defined in Section 5(b)
                           hereof) within one (1) year following a Change of
                           Control, (i) subject to Section 6(h) hereof, this
                           Agreement terminates immediately; (ii) Employee or
                           his legal representative or estate, as the case may
                           be, shall be eligible to exercise any options granted
                           but not exercised pursuant to Section 2(c) hereof all
                           of which options shall be deemed vested as of the
                           date of the Employee's termination of employment
                           regardless of whether or not they are in fact
                           otherwise vested pursuant to Section 2(c) hereof on
                           said date, in accordance with the provisions of
                           Section 2(c) hereof and the option agreement referred
                           to therein; (iii) the Company will pay the Employee,
                           in full satisfaction of all of its compensation (base
                           salary and bonus) obligations under this Agreement,
                           an amount equal to the sum of any base salary due to
                           the Employee through the last day of employment, plus
                           any accrued bonus to which the Employee may have been
                           entitled on the last day of employment, but had not
                           yet been received; (iv) the Company will pay the
                           Employee, within sixty (60) days of such termination,
                           a lump sum severance payment equal to the unpaid
                           balance of the base salary which would have been
                           payable to Employee through September 30, 2003; and
                           (v) the Employee's benefits and rights under any
                           Benefit Plan, other than any basic health and medical
                           benefit plan, shall be paid, retained or forfeited in
                           accordance with the terms of such plan; provided,
                           however, that Employer shall have no obligation to
                           make any payments toward these benefits for Employee
                           from and after termination.

                           (2) The term "Change of Control" shall have the same
                           meaning as defined in the Alamosa PCS Holdings, Inc.
                           1999 Long-Term Incentive Plan.

                           (3) Any payment pursuant to clause (g)(1)(iv) above
                           (the "Termination Payment"):

                                    a. will be subject to offset for any
                                    advances, amounts receivable, and loans,
                                    including accrued interest outstanding on
                                    the date of the employment termination; and



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                                    b. will not be subject to offset on account
                                    of any remuneration paid or payable to the
                                    Employee for any subsequent employment the
                                    Employee may obtain, whether during or after
                                    the period during which the Termination
                                    Payment is made, and the Employee shall have
                                    no obligation whatever to seek any
                                    subsequent employment.

                  (h) PRESERVATION OF CERTAIN PROVISIONS. Notwithstanding any
                  provisions of this Agreement to the contrary, the provisions
                  of Sections 7 through 12 hereof shall survive the expiration
                  or termination of this Agreement as necessary to give full
                  effect to all of the provisions of this Agreement.

         7. NON-COMPETITION BY EMPLOYEE. During the term of this Agreement, the
Employee shall not, directly or indirectly, either as an Employee, Employer,
Consultant, Agent, Principal, Partner, Corporate Officer, Director, Shareholder,
Member, Investor or in any other individual or representative capacity, engage
or participate in any business that is in competition in any manner whatever
with the business of the Company. For these purposes, the business of the
Company is establishing and providing mobile wireless communications services
(the "Business"), including all aspects of the Business, within the Service Area
as that term is defined in the Schedule of Definitions referred to in and
incorporated by reference into the Sprint Agreement. Furthermore, upon the
expiration of this Agreement or the termination of this Agreement prior to
September 30, 2002, for any reason, the Employee expressly agrees not to engage
or participate, directly or indirectly, either as an Employee, Employer,
Consultant, Agent, Principal, Partner, Stockholder, Corporate Officer, Director,
Shareholder, Member, Investor or in any other individual or representative
capacity, for a period of two (2) years in any business that is in competition
with the Business and that is located within and/or doing business within the
Service Area as defined above as in existence during the term of the Employee's
employment with the Company. The parties agree that the Company has a legitimate
interest in protecting the Business and goodwill of the Company that has
developed in the areas of the Company's Business and in the geographical areas
of this Covenant Not To Compete as a result of the operations of the Company.
The parties agree that the Company is entitled to protection of its interests in
these areas. The parties further agree that the limitations as to time,
geographical area, and scope of activity to be restrained do not impose a
greater restraint upon Employee than is necessary to protect the goodwill or
other business interest of the Company. The parties further agree that in the
event of a violation of this Covenant Not To Compete, that the Company shall be
entitled to the recovery of damages from Employee and/or an injunction against
Employee for the breach or violation or continued breach or violation of this
Covenant. The Employee agrees that if a court of competent jurisdiction
determines that the length of time or any other restriction, or portion thereof,
set forth in this Section 7 is overly restrictive and



EMPLOYMENT AGREEMENT              Page 12 of 22
ALAMOSA PCS LLC and Jerry Brantley
<PAGE>   13

unenforceable, the court may reduce or modify such restrictions to those which
it deems reasonable and enforceable under the circumstances, and as so reduced
or modified, the parties hereto agree that the restrictions of this Section 7
shall remain in full force and effect. The Employee further agrees that if a
court of competent jurisdiction determines that any provision of this Section 7
is invalid or against public policy, the remaining provisions of this Section 7
and the remainder of this Agreement shall not be affected thereby, and shall
remain in full force and effect.

         8. EXCEPTIONS TO NON-COMPETITION COVENANTS. Notwithstanding anything
herein to the contrary or apparently to the contrary, the following shall not be
a violation or breach of the non-competition covenants contained in this
Agreement. Employee may invest in the securities of any enterprise (but without
otherwise participating in the activities of such enterprise) if (a) such
securities are listed on any national or regional securities exchange or have
been registered under Section 12(g) of the Securities Exchange Act of 1934 and
(b) the Employee does not beneficially own (as defined in Rule 13d-3 promulgated
under the Securities Exchange Act of 1934) in excess of 5% of the outstanding
capital stock of such enterprise. In addition, employee's investment in any
company or entity in which Employer is an owner or stockholder at the time of
entering into this Amended and Restated Employment Agreement shall also be an
exception to the non-competition covenants. The names of these companies or
entities are shown on the attached Exhibit B, which is incorporated herein by
this reference as if copied at length. Notwithstanding the foregoing, the
Employee's relationship with other entities or business interests of Employee
shall in no way interfere with or detract from the duties of the Employee to the
Company as called for in this Agreement.

         9. CONFIDENTIAL INFORMATION. The Employee recognizes and acknowledges
that he will have access to certain information of members of the Company Group
(as defined below) and that such information is confidential and constitutes
valuable, special and unique property of such members of the Company Group. The
parties agree that the Company has a legitimate interest in protecting the
Confidential Information, as defined below. The parties agree that the Company
is entitled to protection of its interests in the Confidential Information. The
Employee shall not at any time, either during or subsequent to the term of this
Agreement, disclose to others, use, copy or permit to be copied, except in
pursuance of his duties for an on behalf of the Company, it successors, assigns
or nominees, any Confidential Information of any member of the Company Group
(regardless of whether developed by the Employee) without the prior written
consent of the Company. Employee acknowledges that the use or disclosure of the
Confidential Information to anyone or any third party could cause monetary loss
and damages to the Company. The parties further agree that in the event of a
violation of this covenant against non-use and non-disclosure of Confidential
Information, that the Company shall be entitled to a recovery of damages from
Employee and/or an injunction against Employee for the breach or violation or
continued breach or violation of this covenant.



EMPLOYMENT AGREEMENT              Page 13 of 22
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<PAGE>   14

         As used herein, "Company Group" means the Company, and any entity that
directly or indirectly controls, is controlled by, or is under common control
with, the Company, and for purposes of this definition "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such entity, whether through the
ownership of voting securities, by contract or otherwise.

         The term "Confidential Information" with respect to any person means
any secret or confidential information or know-how and shall include, but shall
not be limited to, the plans, financial and operating information, customers,
supplier arrangements, contracts, costs, prices, uses, and applications of
products and services, results of investigations, studies or experiments owned
or used by such person, and all apparatus, products, processes, compositions,
samples, formulas, computer programs, computer hardware designs, computer
firmware designs, and servicing, marketing or manufacturing methods and
techniques at any time used, developed, investigated, made or sold by such
person, before or during the term of this Agreement, that are not readily
available to the public or that are maintained as confidential by such person.
The Employee shall maintain in confidence any Confidential Information of third
parties received as a result of his employment with the Company in accordance
with the Company's obligations to such third parties and the policies
established by the Company.

         10. DELIVERY OF DOCUMENTS UPON TERMINATION. The Employee shall deliver
to the Company or its designee at the termination of his employment all
correspondence, memoranda, notes, records, drawings, sketches, plans, customer
lists, product compositions, and other documents and all copies thereof, made,
composed or received by the Employee, solely or jointly with others, that are in
the Employee's possession, custody, or control at termination and that are
related in any manner to the past, present, or anticipated business or any
member of the Company Group. In this regard, the Employee hereby grants and
conveys to the Company all right, title and interest in and to, including
without limitation, the right to possess, print, copy, and sell or otherwise
dispose of, any reports, records, papers, summaries, photographs, drawings or
other documents, and writings, and copies, abstracts or summaries thereof, that
may be prepared by the Employee or under his direction or that may come into his
possession in any way during the term of his employment with the Company that
relate in any manner to the past, present or anticipated business of any member
of the Company Group.

         11. DISPUTES. The Company and Employee agree to the following in regard
to any disputes between them arising under any of the provisions of this
Agreement other than the provisions of Sections 7 through 10 hereof. Nothing in
this Section 11 applies to or governs disputes arising under Sections 7 through
10 of this Agreement.



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<PAGE>   15

                  (a) MEDIATION. The Company and Employee agree to mediate any
                  dispute arising under the applicable provisions of this
                  Agreement. In the event of any such dispute, the parties,
                  within thirty (30) days of a written request for mediation,
                  shall attend, in good faith, a mediation in order to make a
                  good faith reasonable effort to resolve such dispute arising
                  under this Agreement. The parties shall attempt, in good
                  faith, to agree to a mediator. If unable to so agree, the
                  parties, in that event, will move to arbitration as provided
                  in this Agreement and there will be no mediation. If this good
                  faith mediation effort fails to resolve any dispute arising
                  under this Agreement, the Company and Employee agree to
                  arbitrate any dispute arising under this Agreement. This
                  arbitration shall occur only after the mediation process
                  described herein.

                  (b) ARBITRATION. The Company and Employee agree, as concluded
                  by the parties to this Agreement on the advice of their
                  counsel, and as evidenced by the signatures of the parties and
                  of their respective attorneys, that all questions as to rights
                  and obligations arising under the terms of this Agreement are
                  subject to arbitration and such arbitration shall be governed
                  by the provisions of the Texas General Arbitration Act (Texas
                  Civil Practice and Remedies Code Section 171.001 et seq as it
                  may be amended from time to time).

                  (c) DEMAND FOR ARBITRATION. If a dispute should arise under
                  this Agreement, either party may within thirty (30) days make
                  a demand for arbitration by filing a demand in writing with
                  the other.

                  (d) APPOINTMENT OF ARBITRATORS. The parties to this Agreement
                  may agree on one arbitrator, but in the event that they cannot
                  so agree, there shall be three arbitrators, one named in
                  writing by each of the parties within thirty (30) days after
                  demand for arbitration is made, and a third to be chosen by
                  the two so named. The arbitrators among themselves shall
                  appoint a presiding arbitrator. Should either party fail to
                  timely join in the appointment of the arbitrators, the
                  arbitrators shall be appointed in accordance with the
                  provisions of Texas Civil Practice and Remedies Code Section
                  171.041.

                  (e) HEARING. All arbitration hearings conducted under the
                  terms of this Agreement, and all judicial proceedings to
                  enforce any of the provisions of this Agreement, shall take
                  place in Lubbock County, Texas. The hearing before the
                  arbitrators of the matter to be arbitrated shall be at the
                  time and place within that County selected by the arbitrators
                  or if deemed by the arbitrators to be more convenient for the
                  parties or more economically



EMPLOYMENT AGREEMENT              Page 15 of 22
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<PAGE>   16

                  feasible, may be conducted in any city within the Service Area
                  as referred to in Section 7 hereof or within the State of
                  Texas.

                  (f) ARBITRATION AWARD. If there is only one arbitrator, his or
                  her decision shall be binding and conclusive. The submission
                  of a dispute to the arbitrators and the rendering of their
                  decision shall be a condition precedent to any right of legal
                  action on the dispute. A judgment confirming the award of the
                  arbitrators may be rendered by any court having jurisdiction;
                  or the court may vacate, modify, or correct the award in
                  accordance with the provisions of the Texas General
                  Arbitration Act (Texas Civil Practice and Remedies Code
                  Section 171.087 et seq as it may be amended from time to
                  time).

                  (g) COSTS OF ARBITRATION. The costs and expenses of
                  arbitration, including the fees of the arbitrators but
                  excluding any attorneys' fees, shall be advanced by the
                  Company, but will ultimately be borne by the losing party or
                  in such proportions as the arbitrators shall determine.

                  (h) CONDUCT OF ARBITRATION. Any arbitration brought under the
                  terms of this Agreement shall be conducted in the following
                  manner:

                           (1) Time Limitations. The parties agree that the
                           following time limitations shall govern the
                           arbitration proceedings conducted under the terms of
                           this Agreement:

                                    (a) Any demand for arbitration must be filed
                                    within thirty (30) days of the date the
                                    mediation is deemed unsuccessful, or thirty
                                    (30) days after the date of the written
                                    request for mediation, whichever is later.

                                    (b) Each party must select an arbitrator
                                    within thirty (30) days of receipt of notice
                                    that an arbitration proceeding has
                                    commenced. In the event that no such
                                    selection is made, the arbitrator selected
                                    by the other party may conduct the
                                    arbitration proceeding without selecting any
                                    other arbitrator.

                                    (c) The hearing must be held within sixty
                                    (60) days of the date on which the third
                                    arbitrator is selected.

                                    (d) Hearing briefs must be submitted no
                                    later than ten (10) days after the hearing.



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<PAGE>   17

                                    (e) The arbitration award must be made
                                    within thirty (30) days of the receipt of
                                    hearing briefs.

                           (2) Discovery in Arbitration Proceedings. The parties
                           agree that discovery may be conducted in the course
                           of the arbitration proceeding in accordance with the
                           following provisions:

                                    (a) Each party may notice no more than three
                                    (3) depositions in total, including both
                                    witnesses adherent to the adverse party and
                                    third-party witnesses.

                                    (b) Each party may serve no more than
                                    twenty-five (25) requests for admission on
                                    the other party. No requests may be served
                                    within ten (10) days of the date of hearing,
                                    unless the parties otherwise stipulate. All
                                    requests for admission shall be responded to
                                    within ten (10) days of service of the
                                    requests, unless the parties otherwise
                                    stipulate.

                                    (c) Each party may serve no more than fifty
                                    (50) interrogatories on the other party. No
                                    interrogatory shall contain subparts, or
                                    concern more than one topic or subject of
                                    inquiry. Interrogatories may not be phrased
                                    so as to circumvent the effect of this
                                    clause. No interrogatories may be served
                                    within ten (10) days of the date of hearing,
                                    unless the parties otherwise stipulate. All
                                    interrogatories shall be responded to within
                                    ten (10) days of service of the
                                    interrogatories, unless the parties
                                    otherwise stipulate.

                                    (d) Each party may serve no more than ten
                                    (10) requests for production of documents on
                                    the other party. No request for production
                                    of documents shall contain subparts, or seek
                                    more than one type of document. Requests for
                                    production of documents may not be phrased
                                    so as to circumvent the effect of this
                                    clause. Unless the parties otherwise
                                    stipulate, requests for production of
                                    documents may not be served within ten (10)
                                    day of the date of hearing, and all requests
                                    for production of documents shall be
                                    responded to within ten (10) days of service
                                    of the requests.

                                    (e) If any party contends that the other
                                    party has served discovery requests in a
                                    manner not permitted by this Section, or
                                    that the other party's response to a
                                    discovery request is unsatisfactory, the
                                    party may request the



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<PAGE>   18

                                    presiding arbitrator to resolve such
                                    discovery disputes. The presiding arbitrator
                                    shall prescribe the procedure by which such
                                    disputes are resolved. Any discovery dispute
                                    may be handled by telephone conference among
                                    the parties and the presiding arbitrator.

         12. SUCCESSORS; BINDING AGREEMENT; ASSIGNMENT. The Company shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of the Company to expressly assume and agree in writing to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place, provided that the
Employee must be given the position as the President and Chief Operating Officer
("COO") of such successor with the same authority, powers and responsibilities
set forth in Section 1 hereof with respect to the subsidiary or subdivision
which operates the business of the Company as it exists on the date of such
business combination. Upon the First Option Exercise Date (as defined in that
certain Nonqualified Stock Option Agreement between Employee and Holdings
executed contemporaneously with this Agreement), the Company shall be required
to assign all of its rights and obligations hereunder to Holdings and Holdings
shall expressly assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it,
provided that the Employee must be given the position as President and Chief
Operating Officer of Holdings with the same authority, powers and
responsibilities set forth in Section 1 hereof. Failure of the Company to obtain
such express assumption and agreement at or prior to the effectiveness of any
such succession or event shall be a breach of this Agreement and shall entitle
the Employee to compensation and benefits from the Company in the same amount
and on the same terms to which the Employee would be entitled hereunder if the
Company terminated the Employee's employment without Cause, except that all
options will be immediately vested. For purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed the date
of termination. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business or assets as aforesaid
which assumes and agrees to perform this Agreement by operation of law, or
otherwise. The Company may not assign this Agreement, (i) except in connection
with, and to the acquiror of, all or substantially all of the business or assets
of the Company, provided such acquiror expressly assumes and agrees in writing
to perform this Agreement as provided in this Section, and (ii) except in
connection with the Company becoming a wholly-owned subsidiary of Holdings, in
which event the Company may assign this Agreement and all of the Company's
rights and obligations hereunder to Holdings. The Employee may not assign his
rights or delegate his duties or obligations under this Agreement.



EMPLOYMENT AGREEMENT              Page 18 of 22
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<PAGE>   19

         13. NOTICE. Any notices or other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly
made or given when hand delivered, one (1) business day after being transmitted
by telecopier (confirmed by mail) or sent by overnight courier against receipt,
or five (5) days after being mailed by registered or certified mail, postage
prepaid, return receipt requested, to the party to whom such communication is
given at the address set forth below, which address may be changed by notice
given in accordance with this Section:

         If to the Company:                Alamosa PCS LLC
                                           4403 Brownfield Highway
                                           Lubbock, Texas  79407
                                           Attn:  David E. Sharbutt, Chairman

         With Copy to:                     Jack McCutchin, Jr.
                                           Crenshaw, Dupree & Milam, L.L.P.
                                           P. O. Box 1499
                                           Lubbock, Texas 79408-1499

         If to the Employee:               Jerry Brantley

                                           ----------------------------

                                           ----------------------------

         With Copy to:                     Carol Bavousett Mattick
                                           International Bank of Commerce Centre
                                           130 East Travis, Suite 330
                                           San Antonio, Texas  78205

         14. MISCELLANEOUS.

                  (a) SEVERABILITY. If any provision of this Agreement shall be
                  declared to be invalid or unenforceable, in whole or in part,
                  such invalidity or unenforceability shall not affect the
                  remaining provisions hereof which shall remain in full force
                  and effect.

                  (b) NO ORAL MODIFICATION, WAIVER OR DISCHARGE. No provisions
                  of this Agreement may be modified, waived or discharged
                  orally, but only by a waiver, modification or discharge in
                  writing signed by the Employee and such officer as may be
                  designated by the Board of Managers of the Company to execute
                  such a waiver, modification or discharge. No waiver by either
                  party hereto at any time of any breach by the other party
                  hereto of, or failure to be in compliance with, any condition
                  or provision of this Agreement to be performed by such other
                  party shall be deemed a waiver of similar or dissimilar
                  provisions or conditions at the time or at any prior or



EMPLOYMENT AGREEMENT              Page 19 of 22
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<PAGE>   20
                  subsequent time. No agreements or representations, oral or
                  otherwise, express or implied, with respect to the subject
                  matter hereof have been made by either party which are not
                  expressly set forth in this Agreement or in the documents
                  attached as Exhibits to this Agreement.

                  (c) INVALID PROVISIONS. Should any portion of this Agreement
                  be adjudged or held to be invalid, unenforceable or void, such
                  holding shall not have the effect of invalidating or voiding
                  the remainder of this Agreement and the parties hereby agree
                  that the portion so held invalid, unenforceable or void shall,
                  if possible, be deemed amended or reduced in scope, or
                  otherwise be stricken from this Agreement to the extent
                  required for the purposes of validity and enforcement thereof.

                  (d) ENTIRE AGREEMENT. This Agreement and the Exhibits attached
                  hereto represent the entire agreement of the parties and shall
                  supersede any and all previous contracts, arrangements or
                  understandings, express or implied, between the Employee and
                  the Company with respect to the subject matter hereof.

                  (e) SECTION HEADINGS FOR CONVENIENCE ONLY. The section
                  headings herein are for the purpose of convenience only and
                  are not intended to define or limit the contents of any
                  section.

                  (f) EXECUTION IN COUNTERPARTS. The parties may sign this
                  Agreement in counterparts, all of which shall be considered
                  one and the same instrument.

                  (g) GOVERNING LAW AND PERFORMANCE. This Agreement shall be
                  governed by the laws of the State of Texas and shall be deemed
                  to be executed in and performance called for in Lubbock,
                  Lubbock County, Texas, or at the Company's sole option, by the
                  laws of the state or states where this Agreement may be at
                  issue in any litigation involving the Company.

         DATED this 18th day of January, 2000, to be effective October 1, 1999.



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<PAGE>   21

                                          COMPANY

                                          ALAMOSA PCS LLC


                                          By: /s/ DAVID SHARBUTT
                                             -----------------------------------
                                          Name: David E. Sharbutt
                                               ---------------------------------
                                          Title: Chief Executive Officer
                                                --------------------------------


                                          EMPLOYEE

                                          /s/ JERRY BRANTLEY
                                          --------------------------------------
                                          JERRY BRANTLEY



EMPLOYMENT AGREEMENT              Page 21 of 22
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<PAGE>   22




Approved as to the mediation and arbitration provisions in Paragraph 12 above.

                                          CRENSHAW, DUPREE & MILAM, L.L.P.


                                          By /s/ JACK McCUTCHIN, JR.
                                            ------------------------------------
                                            JACK McCUTCHIN, JR.
                                            Attorneys for Alamosa PCS LLC

                                          /s/ CAROL BAVOUSETT MATTICK
                                          --------------------------------------
                                          Carol Bavousett Mattick
                                          Attorney for Employee



Attachment:  Exhibit "A" - The Minimum, Expected and Exceptional Milestones for
                           the Third Quarter and Fourth Quarter of 1999 as
                           adopted by the Board of Managers of the Company

             Exhibit "B" - List of Companies or Entities Excepted from Covenants





EMPLOYMENT AGREEMENT              Page 22 of 22
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