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Exhibit 10.26
                        SEPARATION AGREEMENT AND RELEASE


     This   Separation   Agreement  and  Release   ("Agreement")   dated  as  of
December 13,  2002,  is between  AIRGATE PCS,  INC.,  a Delaware  corporation
(which,  with  its  affiliates,  is  herein  called  "the  Company"),  and  ALAN
CATHERALL, an individual resident of Fulton County, Georgia (the "Executive").

     WHEREAS,  Executive  has been  employed by the  Company as Chief  Financial
Officer; and

     WHEREAS,  the  parties  desire  to  memorialize  the  terms of  Executive's
separation from employment with the Company.

     NOW,  THEREFORE,  in consideration of the promises set forth below, and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

     1. Termination of Employment.

          (a)  Effective  as  of  October  31,  2002  (the  "Separation  Date"),
     Executive will cease to be an employee of the Company.  Further,  effective
     as of October  21,  2002,  the  Executive  hereby  resigns  as an  officer,
     fiduciary  or  member  of the  board of  directors  of the  Company  or its
     subsidiaries or any plan or trust sponsored by the Company.

          (b)  Notwithstanding  the  foregoing,  for  purposes  of  the  AirGate
     Incentive Stock Option Plan (the "Plan"), Executive's "Continuous Status as
     an Employee" (as defined in the Plan) shall terminate on October 31, 2005.

     2. Severance  Benefits.  The Company shall provide  Executive the following
severance benefits:


          (a) Severance  Payment.  The Company shall pay Executive Three Hundred
     Thousand and No/100 Dollars ($300,000.00), less all applicable local, state
     and  federal  taxes and  withholdings,  to be paid in  biweekly  amounts of
     Eleven   Thousand   Five   Hundred    Thirty-Eight   and   46/100   Dollars
     ($11,538.46)commencing  on the first  regular pay date of the Company after
     the Separation  Date and  continuing for six (6) months,  and at the end of
     such  six-month  period,  the  remainder  shall  be  payable  in a lump sum
     payment. These payments shall be in lieu of any other severance payments to
     which Executive may be entitled.

          (b) Bonus for FY2002.  The Company shall pay to Executive a bonus with
     respect to fiscal year 2002 in the same  percentage of base salary equal to
     the average  percentage  of base salary paid to all senior  management  who
     report  directly to the Chief  Executive  Officer as bonus with  respect to
     fiscal year 2002.  Said bonus shall be paid to Executive in full within two
     (2) weeks  following  the approval of bonuses for senior  management by the
     Company's Board of Directors.

          (c) Welfare and Other Benefits. Unless otherwise specified below, upon
     the Separation Date,  Executive shall cease to participate in the Company's
     employee  benefit  plans,  pursuant to the terms and conditions of the plan
     documents.

               (i) Group Health  Insurance  Plans. As of the Separation Date, as
          required by law,  the Company  shall offer  Executive  and his covered
          dependents  continuation  of their coverage under the Company's  group
          health plans for a period of up to eighteen (18) months  following the
          Separation Date. If Executive and/or his covered dependents elect such
          continuation  coverage, the Company agrees to pay the COBRA premium on
          the Executive's behalf for twelve (12) months following the Separation
          Date; provided,  however,  that if Executive obtains comparable health
          benefits from another source during such twelve (12) month period, the
          Company shall cease payment of COBRA premiums on  Executive's  behalf.
          At the  end of the  initial  12-month  period  of  COBRA  continuation
          coverage,  the Executive  shall be responsible  for the entire premium
          under  the  Company's  normal  COBRA  rates  and  procedures  for  the
          remaining six (6) months of the COBRA period.

               (ii) Stock  Options.  As of the Separation  Date,  Executive held
          stock options under the Option  Agreement to acquire shares of AirGate
          PCS,  Inc.'s  common  stock  granted  on  July  28,  1999  (the  "1999
          Options").  The 1999 Options shall  continue to become  exercisable in
          accordance with its terms.  Notwithstanding  the provisions of Section
          1(b) of this Agreement, any unexercised incentive stock option held by
          the  Executive  on January 30, 2003 shall  automatically  convert to a
          nonqualified stock option as of that date.

               (iii) Vested Benefits.  Executive shall be entitled to any vested
          benefits he may have under the AirGate PCS 401(k)  Retirement  Plan as
          are  applicable to him on the Separation  Date.  Such benefits will be
          payable in  accordance  with and subject to the  applicable  terms and
          conditions of such plans or agreements.

               (iv)  Unused  Earned  Vacation.  By no later than three (3) weeks
          following the date of execution of this  Agreement,  the Company shall
          pay  Executive,  in a lump sum,  an amount  equal to his  accrued  but
          unused 2002 vacation entitlement.

               (v)  Club  Memberships.  As of the  Separation  Date,  any  club,
          association,  or organization dues or expenses  previously paid by the
          Company on behalf of Executive shall cease.

               (vi)  Outplacement  Services.  The Company  agrees to provide the
          Executive with certain career  transition  services for a period of up
          to 12 months through an outplacement  service provider selected by the
          Company.  The outplacement  services shall cease at the earlier of the
          end of the  12-month  period  or the date the  Executive  accepts  new
          employment.

               (vii) Other Benefits.  Executive may retain his laptop  computer,
          attachments and PCS phone after the Separation  Date;  provided,  that
          the  Executive  shall return the laptop to the Company for the removal
          of all licensed software and confidential  information within ten (10)
          days after the Separation Date.

          (d) Acknowledgement. The parties hereto acknowledge and agree that the
     payments  and  benefits  described  above may be taxable  income,  and each
     hereby covenants to comply with all federal and state income and employment
     tax  requirements,  including all reporting and  withholding  requirements,
     relating  thereto.  Executive  further  acknowledges  that the payments and
     benefits described above are in exchange for his signing this Agreement.

     3.  Cooperation.  Executive  agrees that he will cooperate with and provide
assistance to the Company in the future regarding: (i) transition of any ongoing
matters relating to the business of Company,  as may be reasonably  requested by
Company  from  time  to  time;  (ii)  any  litigation  or  criminal,   civil  or
administrative  proceeding,  whether  currently  pending or filed in the future,
arising out of or relating to matters about which  Executive has knowledge or in
which Executive may be identified or called as a witness by any party; and (iii)
such other services as Company may reasonably  request, as long as said services
to be rendered by Executive shall not materially  impede his ability to meet any
obligations  or duties he may have with his then  current  employer  or company.
Such  cooperation  and assistance  includes,  without  limitation,  meeting with
Company representatives or the Company's legal counsel (or both) upon reasonable
notice and at mutually  convenient  times and  places,  providing  complete  and
truthful  information  in response to any  inquiries  of the Company  and/or its
counsel,  full disclosure and production of all documents and things that may be
relevant to any such matters (regardless of an express inquiry by the Company or
its  counsel),  and  attendance as a witness at  depositions,  trials or similar
proceedings upon reasonable advance notice.

          (a) Until October 31, 2003,  Executive agrees to cooperate and perform
     these  services  without   additional   compensation,   other  than  actual
     out-of-pocket  costs  incurred in connection  with providing such services.
     Thereafter,  the  Company  agrees to pay the  Executive  an hourly  rate of
     compensation  commensurate  with his base salary with the Company as of the
     Separation  Date for any  services  performed by Executive on behalf of the
     Company  pursuant  to the  terms  of this  Agreement,  except  that no such
     payment shall be made with regard to services of the  Executive  reasonably
     requested  by the  Company  related to any  litigation  filed  prior to the
     Separation Date. In addition and notwithstanding the foregoing, the Company
     agrees  to  reimburse   Executive  for  all  reasonable  related  expenses,
     including,  but not limited to, transportation,  lodging,  meals, telephone
     expenses, etc., including the same related to any litigation filed prior to
     the Separation Date.

          (b) Executive  agrees that he will  immediately  notify Company of any
     formal or informal inquiry or request for information directed to Executive
     by any  third-party  that in any way relates to  Executive's  employment by
     Company or any aspect of Company's business operation.

          (c) Executive  acknowledges  and agrees that any and all complaints or
     concerns about the Company's  accounting,  internal  accounting controls or
     auditing  matters or other  financial or  strategic  matters of which he is
     aware have been  disclosed to the General  Counsel or the Vice President of
     Human  Resources as of the execution date of this  Agreement.  Executive is
     neither  aware of, nor  suspects,  any  violation  of any law,  regulation,
     statute,  or  ordinance  of any kind  resulting  from his own conduct as an
     employee  of the  Company  or  from  the  conduct  of  other  employees  or
     operations of the Company. Executive further represents and affirms that he
     has  reported  to the  General  Counsel  or the  Vice  President  of  Human
     Resources,  any and all  actual  complaints  communicated  to him by anyone
     regarding  any alleged  unlawful  actions or omissions  under the Company's
     policies or law, regulation, statute or ordinance.

          (d) Executive  further  represents and warrants that he will within 10
     days of any written  request  therefor,  provide to the  Company  complete,
     accurate, and truthful responses to all requests made by the Company to him
     for  information  relating  to pending or future  allegations  against  the
     Company  or its  directors,  officers  and  employees  arising  out of Lori
     McBride vs.  AirGate PCS,  Inc., et al and Wesley  Ruggles vs. AirGate PCS,
     Inc. et al, and any related actions. In this regard, Executive acknowledges
     his duty to provide only truthful  information and to fully disclose all of
     his knowledge of information responsive to the aforesaid requests,  even if
     he is  not  certain  as to its  accuracy  or  truth,  provided  that  he so
     qualifies the information.

          (e) Company will not oppose Executive's efforts to obtain unemployment
     compensation.

     4.  Restrictive  Covenants.  For and in  consideration  for the payment and
benefits  provided to Executive  under this Agreement,  Executive  agrees to the
terms of the following:

          (a)  Covenant  Not to Compete.  Executive  covenants  and agrees that,
     during the period  beginning on the Separation Date and ending one (1) year
     thereafter,  Executive will not, directly or indirectly  (whether as owner,
     partner,  consultant,   employee  or  otherwise)  engage  in  the  wireless
     telecommunications  business  ("Business") in a senior management  capacity
     anywhere  within  the  Service  Area,  as it is  defined  in the Sprint PCS
     Management Agreement between SprintCom, Inc. and AirGate Wireless,  L.L.C.,
     dated  July  22,  1998  and  the  Sprint  PCS  Management  Agreement  among
     WirelessCo,  L.P., Sprint Spectrum L.P., SprintCom,  Inc. and Illinois PCS,
     LLC, dated January 22, 1999 (the "Territory");  provided that employment by
     a provider of wireless telecommunications services shall not be a violation
     of this  Section  4(a) so long as 80% or more of the  licensed  POPs of the
     provider in the territory in which  Executive  works or has  responsibility
     are  outside  the  Territory.  This  paragraph  4(a)  supersedes  any other
     covenants  not to  compete  with the  Company to which  Executive  may be a
     party.

          (b)  Nondisclosure  and  Confidentiality.  Executive  acknowledges and
     agrees that during the term of his  employment,  he has had access to trade
     secrets and other  confidential  information  unique to the business of the
     Company and that the disclosure or  unauthorized  use of such trade secrets
     or  confidential  information  by  Executive  would  injure  the  Company's
     business. Therefore, Executive agrees that he will not, for a period of two
     (2) years  following the Separation  Date, use, reveal or divulge any trade
     secrets  or any  other  confidential  information  which,  while  not trade
     secrets  or  information  unique  to  the  Company's  business,  is  highly
     confidential  and  constitutes a valuable asset of the Company by reason of
     the material  investment of the Company's  time and money in the production
     of such  information.  Executive  agrees  that he will not use,  reveal  or
     divulge any general confidential or customer-related information. Executive
     acknowledges  that he may have additional  obligations  with respect to the
     Company's trade secrets  pursuant to the Georgia Trade Secrets Act or other
     applicable law.

          (c)  Nonsolicitation.  Due to Executive's  extensive  knowledge of the
     specifics  of the  Company's  business,  and  its  customers  and  clients,
     Executive  agrees that, in consideration of the payments and benefits he is
     receiving hereunder, for a period of two (2) years following the Separation
     Date, he will not, without the prior written consent of the Company, either
     directly or indirectly, on his own behalf or in the service or on behalf of
     others,  solicit or contact  any  Restricted  Customer  for the  purpose of
     offering any product or service similar to or competitive  with any product
     or service sold by the Company during Executive's employment.  For purposes
     of this  paragraph,  "Restricted  Customer" shall mean any person or entity
     who  transacted  business  with the Company  during the year  preceding the
     Separation  Date with whom  Executive has (i) had direct contact during his
     employment,  (ii) been a party to marketing or sales strategies with regard
     to, or (iii) been privy to  marketing  or sales  strategies  with regard to
     such persons or entities.

          Executive agrees that in  consideration  for the payments and benefits
     he is  receiving  hereunder,  for a period of two (2) years  following  the
     Separation  Date, he will not,  either  directly or indirectly,  on his own
     behalf or in the  service  or on behalf of others  solicit,  divert or hire
     away, or attempt to solicit, divert or hire away any person employed by the
     Company.

     5.  Confidentiality of Agreement.  Executive and the Company understand and
agree  that,  due to the  sensitive  nature  of this  matter,  the terms of this
Agreement  are to be kept  private and  confidential  and that the terms of this
Agreement shall not be disclosed, unless the party(ies) is (are) required by law
to do so.  While  not  limiting  the  generality  of the  foregoing,  disclosure
includes  any  statement,  written or oral,  to any person,  including,  but not
limited to, any current or former employees of the Company.  The parties to this
Agreement  acknowledge that there will be circumstances  under which some or all
of the terms of this Agreement will have to be made known to some individuals in
the regular course of conducting  business and personal affairs. In keeping with
that  understanding,  the Company agrees that Executive may discuss the terms of
this agreement with his attorneys,  accountants,  tax advisors and his immediate
family.  Executive  agrees to advise  such  individuals  of the  confidentiality
provisions of this Agreement and will advise anyone so named of the  requirement
to keep the terms of this Agreement confidential.  Should Executive disclose any
of the terms of this  Agreement  to persons  (whether  entities or  individuals)
other than those specified in this section, then such actions shall constitute a
breach on the part of Executive.

     6.  Nondisparagement.  Executive  agrees  that he shall not make any untrue
statement or criticism, written or oral, nor take any action which is adverse to
the  interests of the Company or that would cause the Company,  its  affiliates,
subsidiaries,   divisions  or  its  current  and  former  officers,   directors,
employees,  agents,  or shareholders  embarrassment  or humiliation or otherwise
cause or contribute to such persons being held in disrepute by the public or the
Company's clients, customers, or employees. From and after the date of execution
of this  Agreement,  Executive  shall  refrain  from  discussing  the  terms and
conditions of the termination of the  Executive's  employment with any employee,
agent, client or customer of the Company, and except as required by any court or
any applicable law or regulation,  the Company shall refrain from discussing the
terms and conditions of the termination of the  Executive's  employment with any
third party.  The Company agrees that it shall not make any untrue  statement or
criticism,  written  or oral,  nor  take any  action  which  is  adverse  to the
interests  of  Executive  or  that  would  cause  Executive   embarrassment   or
humiliation  or otherwise  cause or contribute to his being held in disrepute by
the public or the Company's  clients,  customers or employees.  The  obligations
under this Section shall survive the termination of this Agreement.

     7. Return of Company  Documents and Property.  Executive hereby  represents
and warrants that, as of the Separation Date, he has returned to the Company all
documents  (including  copies and computer  records thereof) of any nature which
relate  to  or  contain  information  concerning  Company,  its  customers,   or
employees,  and  any and all  property  of the  Company  which  has  been in his
possession,  including,  except as otherwise  herein  provided,  any  computers,
computer programs or limited use software licenses in his possession.  Executive
confirms  that all  confidential  information  is and shall remain the exclusive
property of the Company. All business records, papers and documents kept or made
by  Executive  relating to the  business of the Company  shall be and remain the
property of the  Company,  except for such papers  customarily  deemed to be the
personal  copies of Executive.  Information  in the public domain or information
that is commonly known by or available to the public through the Company's press
releases, public documents,  annual reports, SEC filings or other public filings
shall not be considered proprietary or confidential information.

     8. Remedies.  Executive  acknowledges  and agrees that his breach of any of
the covenants  contained in Sections 4, 5, 6 or 7 of this  Agreement  will cause
irreparable  injury to the Company and that  remedies  at law  available  to the
Company for any actual or threatened  breach by Executive of such covenants will
be inadequate and that the Company shall be entitled to specific  performance of
the covenants or injunctive  relief against  activities in violation of Sections
4, 5, 6 or 7 by temporary or permanent  injunction or other appropriate judicial
remedy,  writ or order,  without the necessity of proving actual  damages.  This
provision with respect to injunctive  relief shall not diminish the right of the
Company to claim and recover monetary  damages against  Executive for any breach
of this Agreement, in addition to injunctive relief. Moreover, in the event of a
breach by Executive of one or more of the covenants  contained in Sections 4, 5,
6 or 7, the  Company  shall  have no  obligation  to make any  further  payments
specified in Section 2(a), 2(b) and 2(c)(i) hereof.  The Company  stipulates and
agrees that in the event that it fails to timely and fully pay to Executive  all
amounts owed to Executive or fulfill and timely  discharge  all of the duties of
the Company pursuant to the terms of Section 2 hereinabove, then Executive shall
have no  further  remaining  obligations  or duties  whatsoever  to the  Company
pursuant to Sections 3 and 4 of this Agreement.  The Company further agrees that
in the event that a bankruptcy case is commenced by or against the Company under
the bankruptcy laws of the United States,  then the Company shall forthwith file
with the  bankruptcy  court a motion to  assume  this  Agreement,  and all costs
related  to such  motion  shall be borne  solely  by the  Company.  The  parties
acknowledge and agree that the covenants  contained herein shall be construed as
agreements  independent  of any other  provision  of this or any other  contract
between  the parties  hereto,  and that the  existence  of any claim or cause of
action by either party against the other,  whether  predicated  upon this or any
other  contract,  shall not  constitute a defense to the  enforcement  by either
party of said covenant.

     9.  Release Of All Claims And  Potential  Claims  Against  the  Company and
Covenant Not To Sue. In consideration of the payments made to him by the Company
and the promises  contained in this Agreement,  Executive,  on behalf of himself
and  his  agents,  heirs  and  assigns,  hereby  unconditionally   releases  and
discharges  the  Company,  and its past and  present  successors,  subsidiaries,
parent corporations,  members,  managers,  owners, partners,  lenders, advisors,
assigns,  affiliated  companies,   agents,  legal  representatives,   attorneys,
employees,  officers,  trustees and directors (the "Releasees") from all claims,
liabilities,  contracts,  contractual obligations,  attorneys' fees, demands and
causes of action,  whether known or unknown,  fixed or  contingent,  that he may
have or claim to have against the Company or any of the Releasees for any reason
as of the date of execution of this  Agreement,  and hereby agrees not to file a
lawsuit or other  legal  claim or charge to assert any claim  against any of the
Releasees  except as may be  required to enforce  this  Agreement  and  Release;
provided,  however,  that (i) nothing  contained in this  Agreement  and Release
shall in any way diminish or impair any rights to indemnification that may exist
from time to time under the  Indemnification  Agreement  dated May 14, 1999 (the
"Indemnification  Agreement") and under the Certificate of  Incorporation of the
Company and (ii) nothing  contained in this  Agreement  and Release shall in any
way diminish or impair  Executive's  ability to raise an affirmative  defense in
connection  with any  lawsuit  or other  legal  claim or  charge  instituted  or
asserted by the Company against Executive.  This release and covenant not to sue
includes,  but is not limited to, claims for  infliction of emotional  distress,
claims for defamation, claims for personal injury of any kind, claims for breach
of contract,  claims for harassment,  claims for attorneys' fees, claims arising
under federal,  state or local laws prohibiting  employment  discrimination  and
claims  growing  out of  any  legal  restrictions  on the  Company's  rights  to
terminate  its  employees  or to  take  any  other  employment  action,  whether
statutory,  contractual  or  arising  under  common  law or case law.  Executive
specifically  acknowledges  and agrees that he is releasing,  in addition to all
other  claims,  any and all  rights  under  federal  and state  employment  laws
including  without  limitation the Age  Discrimination in Employment Act of 1967
("ADEA"),  as amended,  29 U.S.C.ss.  621, et seq., the Civil Rights Act of 1964
("Title VII"),  as amended  (including  amendments made through the Civil Rights
Act of 1991), 42 U.S.C. ss. 2000e, et seq., 42 U.S.C.ss.  1981, as amended,  the
Americans With  Disabilities  Act ("ADA"),  as amended,  42 U.S.C. ss. 12101, et
seq., the  Rehabilitation  Act of 1973, as amended,  29 U.S.C.ss.  701, et seq.,
Employee  Retirement  Income  Security  Act of 1974  ("ERISA"),  as amended,  29
U.S.C.ss.  301, et seq., the Worker Adjustment and Retraining  Notification Act,
29 U.S.C.ss.  2101, et seq.,  the Family and Medical Leave Act of 1993 ("FMLA"),
as amended, 29 U.S.C.ss. 2601 et seq., the Fair Labor Standards Act ("FLSA"), as
amended, 29 U.S.C.ss. 201 et seq. the Employee Polygraph Protection Act of 1988,
29  U.S.C.ss.  2001,  et seq.,  all Georgia  Code  provisions  and the state and
federal  workers'  compensation  laws.  This  provision  specifically  shall not
release any claims arising under or by virtue of this Agreement.

     10. Indemnification of Executive. The Executive shall be indemnified by the
Company  as  provided   under  the  terms  and   conditions   of  that   certain
Indemnification   Agreement   dated  May  14,  1999,  and  the   Certificate  of
Incorporation of the Company.

     11. Acknowledgment. The Company hereby advises Executive to consult with an
attorney prior to executing this Agreement. Executive expressly acknowledges and
agrees that he has read this  Agreement and Release  carefully,  that he has had
ample time and  opportunity  to consult with an attorney or other advisor of his
choosing  concerning his execution of this Agreement,  that he fully understands
that this  Agreement  is final  and  binding,  that it  contains  a  release  of
potentially  valuable claims,  and that the only promises or  representations he
has relied upon in signing this  Agreement are those  specifically  contained in
this Agreement  itself.  Executive also acknowledges and agrees that he has been
offered at least  twenty-one (21) days to consider this Agreement before signing
and that he is signing this Agreement voluntarily,  after having the opportunity
to consult with his attorney, with the full intent of releasing the Company from
all claims.  Executive  further  acknowledges and agrees that he may revoke this
Agreement  within seven (7) days after signing it, by delivering  written notice
of revocation to the General Counsel of the Company. Accordingly, this Agreement
shall not become  effective  until the  expiration of the  seven-day  revocation
period.

     12. Assignment and Successors.

          (a) This  Agreement  is personal to Executive  and,  without the prior
     written  consent  of the  Company,  shall not be  assignable  by  Executive
     otherwise  than by  will or the  laws of  descent  and  distribution.  This
     Agreement  shall inure to the benefit of and be  enforceable by Executive's
     legal representatives.

          (b) This  Agreement  shall inure to the benefit of and be binding upon
     the Company and its successors and assigns.

     13. Miscellaneous.

          (a) No Admission of Wrongdoing.  This Agreement does not constitute an
     admission of wrongdoing or liability by either party.

          (b)  Waiver.  Failure  of  either  party  to  insist,  in one or  more
     instances,  on performance by the other in strict accordance with the terms
     and  conditions  of  this  Agreement  shall  not  be  deemed  a  waiver  or
     relinquishment  of any right  granted  in this  Agreement  or of the future
     performance of any such term or condition or of any other term or condition
     of this  Agreement,  unless such waiver is contained in a writing signed by
     the party making the waiver.

          (c) Severability.  If any provision or covenant,  or any part thereof,
     of this  Agreement  should be held by any court to be  invalid,  illegal or
     unenforceable,  either in whole or in part, such invalidity,  illegality or
     unenforceability shall not affect the validity,  legality or enforceability
     of the  remaining  provisions or  covenants,  or any part thereof,  of this
     Agreement, all of which shall remain in full force and effect.

          (d) Governing Law. Except to the extent  preempted by federal law, and
     without  regard to  conflict of laws  principles,  the laws of the State of
     Georgia  shall  govern this  Agreement in all  respects,  whether as to its
     validity,  construction,  capacity,  performance  or  otherwise.  Any legal
     action  regarding this Agreement or the provisions  hereof shall be brought
     in a  court  of  competent  jurisdiction  in or  including  Fulton  County,
     Georgia.

          (e) Entire  Agreement.  The parties  agree that this document is their
     entire  agreement  regarding   Executive's   employment,   separation  from
     employment and Executive's release of claims. This Agreement supersedes all
     other agreements between Executive and any Releasee, including the Company;
     provided,   however,   that  this   Agreement   does  not   supersede   the
     Indemnification Agreement.

          (f) Notices. All notices,  requests,  demands and other communications
     required or permitted  hereunder shall be in writing and shall be deemed to
     have been duly given if delivered personally or three days after mailing if
     mailed,  first class,  certified mail (return receipt  requested),  postage
     prepaid:

                  To Company:               AirGate PCS, Inc.
                                            Harris Tower
                                            233 Peachtree Street NE, Suite 1700
                                            Atlanta, Georgia 30303
                                            Attention: General Counsel

                  To Executive:             Mr. Alan Catherall
                                            2636 Winslow Drive
                                            Atlanta, GA  30305

          Either  party may  change  the  address  to which  notices,  requests,
     demands and other  communications  shall be  delivered  or mailed by giving
     notice thereof to the other party in the same manner provided herein.

          (g)  Amendments  and  Modifications.  This Agreement may be amended or
     modified  only by a writing  signed by both  parties  hereto,  which  makes
     specific reference to this Agreement.

          (h) Construction. Each party and his or its counsel have reviewed this
     Agreement and have been provided the  opportunity  to revise this Agreement
     and  accordingly,  the normal rule of  construction  to the effect that any
     ambiguities  are to be  resolved  against the  drafting  party shall not be
     employed in the interpretation of this Agreement.  Instead, the language of
     all parts of this Agreement shall be construed as a whole, and according to
     its fair meaning, and not strictly for or against either party.

     IN WITNESS  WHEREOF,  the parties  hereto have duly  executed and delivered
this Separation and Release Agreement as of the date first above written.


                                AIRGATE PCS, INC.


                                By:  /s/ Thomas M. Dougherty
                                     --------------------------------------
                                     Thomas M. Dougherty, President and CEO




                                EXECUTIVE:


                                /s/ Alan B. Catherall
                                ---------------------
                                Alan B. Catherall







                 [THIS DOCUMENT HAS BEEN EXECUTED IN DUPLICATE.]