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                                                                   EXHIBIT 10.29

                                AIRGATE PCS, INC.
                               AMENDED AND STATED
                     NON-EMPLOYEE DIRECTOR COMPENSATION PLAN


1.       Name of Plan. This plan shall be known as the "AirGate PCS, Inc.
Non-Employee Director Compensation Plan" and is referred to herein as the
"Plan."

2.       Purposes of Plan. The purposes of the Plan are (i) to enable AirGate
PCS, Inc. (the "Company") to retain qualified individuals to serve as Directors
by providing for their compensation and (ii) to further align the interests of
Directors with the interests of shareholders of the Company by providing them
with equity-based compensation.

3.       Effective Date and Term. The Plan as originally adopted was effective
as of May 1, 2001. The amendment and restatement of such plan is effective as of
January 22, 2003. The Plan shall remain in effect until terminated by action of
the Board.

4.       Definitions. The following terms shall the meanings set forth below:

         "Annual Meeting" means an annual meeting of the shareholders of the
         Company.

         "Annual Retainer" means for any Plan Year (A) $15,000 for Participants
         who chair one or more Board committees and (B) $10,000 for all other
         Participants, or such other amounts specified from time to time by the
         Board. The Annual Retainer for any partial Plan Year shall be pro
         rated.

         "Board" means the Board of Directors of the Company.

         "Committee" means the Compensation and Governance Committee.

         "Common Stock" means the common stock, $0.01 par value, of the Company.

         "Company" means AirGate PCS, Inc., a Delaware corporation, its
         successors and assigns.

         "Director" means a member of the Board.

         "Management Plan" means the AirGate PCS, Inc. 2002 Long-Term Incentive
         Plan, and any subsequent plan approved by the Board and designated as
         the Management Plan for purposes of this Plan.

         "Non-Employee Director" means a Director who is not an employee of the
         Company.

         "Options" means options to purchase shares of Common Stock.

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         "Participant" has the meaning set forth in Section 5.

         "Plan" means this AirGate PCS, Inc. Amended and Restated Non-Employee
         Director Compensation Plan.

         "Plan Year" means each period beginning on the date of an Annual
         Meeting and ending on the day before the next Annual Meeting.

         "Restricted Stock" means shares of Common Stock which are forfeitable
         and nontransferable until they vest in accordance with their terms.

         "Fair Market Value" of the Common Stock as of any day means the average
         of the highest and lowest sales price for one share of Common Stock
         sold during normal business hours on Nasdaq on the immediately
         preceding trading day, as reported in The Wall Street Journal.

5.       Eligible Participants. Any Non-Employee Director who is a Non-Employee
Director on the Effective Date or becomes a Non-Employee Director while this
Plan is in effect shall be a Participant, except that (i) Directors who are
former employees shall not be eligible to be a Participant for a period of one
year following the date of termination of employment and (ii) during any period
a Director is (A) nominated by a shareholder of the Company which owns more than
50,000 shares of Common Stock and (B) prohibited from participating in this Plan
by the shareholder or their employer or (C) otherwise waives participation, such
Director shall not be a Participant.

6.       Annual Retainer.

                  (a) Cash Payments. In consideration for his or her services as
         a Director, each Participant shall receive an amount equal to the
         Annual Retainer. To the extent not elected to be received in the form
         of Options or Restricted Stock, as provided herein, the Annual Retainer
         shall be paid in cash in equal monthly installments, provided that
         partial months shall be pro rated to reflect the actual days in such
         month served as a Director.

                  (b) Option Election. For each Plan Year beginning in 2002 and
         thereafter, Participants may elect to receive 50% or more of the Annual
         Retainer (the "Options Election Amount") in Options having a value
         (determined in accordance with the Black-Scholes option valuation
         method or such other valuation method approved by the Committee) on the
         grant date equal to the Options Election Amount. Subject to there being
         sufficient shares available under the Management Plan for such awards,
         as determined by the Committee, the Options shall be issued on the
         first day of the Plan Year to which such Annual Retainer relates and
         shall vest on the first day of the following Plan Year. If a
         Participant receiving such Options ceases to be a Director prior to
         vesting, a pro rata portion of such Options shall vest on the date of
         termination, based on the number of full months during the Plan Year in
         which the Participant served as a Director.


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                  (c) Stock Election. In the event that Restricted Stock is
         authorized for issuance under the Management Plan, for each Plan Year
         beginning in 2002 and thereafter, Participants may elect to receive 50%
         or more of the Annual Retainer (the "Stock Election Amount") in
         Restricted Stock having a Fair Market Value on the date of grant equal
         to the Stock Election Amount. The Restricted Stock shall be issued on
         the first day of the Plan Year to which such Annual Retainer relates
         and shall vest on the first day of the following Plan Year. If a
         Participant receiving such Restricted Stock ceases to be a Director
         prior to vesting, a pro rata portion of such Restricted Stock shall
         vest on the date of termination, based on the number of full months
         during the Plan Year in which the Participant served as a Director.

                  (d) Timing and Form of Elections. Elections to receive Options
         or Restricted Stock in lieu of cash, must be submitted on the dates, in
         the forms and under such terms as the Secretary of the Company shall
         determine. To the extent that the total elections to receive Options or
         Restricted Stock under the Plan for a given Plan Year exceed the shares
         then available under the Management Plan, such Options and Restricted
         Stock shall be granted pro rata among the Participants so electing such
         equity awards, and any excess Election Amounts shall be paid to the
         Participants in cash on the first day of the Plan Year.

7.       Meeting Fees.

                  (a) Each Participant shall receive a meeting fee for Board and
         committee meetings he or she attends according to the following
         schedule:

                  i. Meeting of more than 4 hours--$3,000

                  ii. Meeting of less than 4 hours--$1,500

                  iii. Telephone conference of more than 4 hours--$1,500

                  iv. Telephone conference of less than 4 hours--$750

                  (b) Participants will not receive separate meeting fees for
         meetings held on the same day, but all meetings held on the same day
         shall be aggregated for determining the number of hours of meetings
         attended. If a Participant participates in a meeting by phone, such
         Participant shall be paid as if the meeting were by teleconference.

8.       Stock Options.

                  (a) Initial Grant. For each Participant joining the Board on
         and after January 1, 2003, such Participant shall receive an initial
         grant of Options to acquire 10,000 shares of Common Stock. The Options
         shall vest in three equal installments on the first day of each Plan
         Year after the date of grant and shall have an exercise price equal to
         the Fair Market Value of the Common Stock on the date of grant.


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                  (b) Annual Grant. Effective as of January 1, 2003, each
         Participant shall also receive a grant of Options to acquire 7,500
         shares of Common Stock on the first day of each Plan Year. The Options
         shall vest on the first day of the next Plan Year and shall have an
         exercise price equal to the Fair Market Value of the Common Stock on
         the date of grant.

                  (c) Single Upfront Grant In Lieu of Annual Grant. In lieu of
         the annual grant provided in Section 8(b), Participants may elect to
         receive three years of Options in a single upfront grant of Options to
         acquire 22,500 shares of Common Stock. If the Participant makes such an
         election, the Options shall vest in three equal installments on the
         first day of each Plan Year after the date of grant and shall have an
         exercise price equal to the Fair Market Value of the Common Stock on
         the date of grant.

                  (d) Transition. Robert A. Ferchat and Barry J. Schiffman shall
         not be eligible to receive the initial grant described in Section 8(a)
         above, and Robert A. Ferchat has received 15,000 Options pursuant to
         Section 8(c), which shall be credited against the 22,500 Options and
         the remainder shall be issued on March 4, 2003.

                  (e) Form of Options. The Options shall be in the form and have
         the terms set forth in the form of Option attached as Exhibit A, with
         such changes as shall be deemed necessary or desirable by the Chief
         Executive Officer and the Secretary. Each Option may contain such other
         terms and conditions as the Committee may determine; provided that such
         other terms and conditions are not inconsistent with the provisions of
         this Plan.

9.       Travel Expense Reimbursement. All Participants shall be reimbursed for
reasonable travel expenses (including spouse's expenses to attend events to
which spouses are invited) in connection with attendance at meetings of the
Board and its Directors, or other Company functions at which the Chief Executive
Officer requests the Participant to participate. If the travel expense is
related to the reimbursement of commercial airfare, such reimbursement will not
exceed first class fare. If the travel expense is related to reimbursement of
non-commercial air travel, such reimbursement shall not exceed the rate for
comparable travel by means of commercial airlines.

10.      Insurance. The Company shall maintain director's and officer's
insurance with reputable carriers of at least $15 million.

11.      Adjustments. In the event a stock dividend is declared upon the Common
Stock, the number of Options to be granted to Participants in accordance with
Section 8 hereof shall be increased proportionally, and the shares of Common
Stock then subject to each Option shall be increased proportionately without any
change in the aggregate exercise


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price therefor. In the event the Common Stock shall be changed into or exchanged
for a different number or class of shares of stock or securities of the Company
or of another corporation, whether through reorganization, recapitalization,
reclassification, share exchange, stock split-up, combination of shares, merger
or consolidation, or otherwise, the number of Options to be granted to
Participants in accordance with Section 8 hereof shall be adjusted
proportionately, and the Options and awards of Restricted Stock granted pursuant
to the Plan shall be adjusted as provided in the Management Plan.

12.      Amendment, Modification and Termination of Plan. The Board may, at any
time and from time to time, amend, modify or terminate the Plan without
stockholder or Participant approval; provided, however, that the Board may
condition any amendment or modification on the approval of stockholders of the
Company if such approval is necessary or deemed advisable with respect to tax,
securities or other applicable laws, policies or regulations. No amendment,
modification or termination of the Plan shall adversely affect any outstanding
Option or Restricted Stock award, without the written consent of the
Participant.

13.      Amendment, Modification or Termination of Outstanding Options. At any
time and from time to time, the Board may amend, modify or terminate any
outstanding Option without approval of the Participant; provided, however, that,
subject to the terms of the applicable Option Agreement, such amendment,
modification or termination shall not, without the Participant's consent, reduce
or diminish the value of such Option determined as if the Option had been
exercised, vested, cashed in or otherwise settled on the date of such amendment
or termination.

14.      No Stockholder's Rights. No Option gives the Participant any of the
rights of a stockholder of the Company unless and until shares of Common Stock
are in fact issued to such person in connection with such Option.

15.      No Right to Continued Board Membership. Nothing in the Plan shall limit
in any way the right of the Board to nominate any Director for reelection by the
Company's shareholders or limit the rights of the Board or the shareholders to
remove any Directors.

16.      Unfunded Status of Plan. The Plan is intended to be an "unfunded" plan
for incentive and deferred compensation of Non-Employee Directors. With respect
to any payments not yet made to a Participant, nothing contained in the Plan
shall give the Participant any rights that are greater than those of a general
creditor of the Company. The Committee may authorize the creation of trusts or
other arrangements to meet the obligations created under the Plan to deliver
Common Stock or make payments, so long as the existence of such trusts or other
arrangements is consistent with the unfunded nature of the Plan.

17.      Administration. The Plan shall be administered by the Committee, which
shall have full authority to construe and interpret the Plan, to establish,
amend and rescind rules and regulations relating to the Plan, and to take all
such actions and make such determinations in connection with the Plan as it may
deem necessary or desirable.


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18.      Fractional Shares. No fractional shares of Stock shall be issued and
the Committee shall determine, in its discretion, whether such fractional shares
shall be disregarded or eliminated by rounding up.

19.      Government Regulations. The obligation of the Company issue Common
Stock pursuant to the Plan or upon the exercise of Options or otherwise shall be
subject to all applicable laws, rules, and regulations, and to such approvals by
government agencies as may be required. The Company shall be under no obligation
to register under the 1933 Act, or any state securities act, any of the shares
of Common Stock issued in connection with the Plan. The transfer of shares
issued in connection with the Plan may in certain circumstances be exempt from
registration under the 1933 Act, and the Company may restrict the transfer of
such shares in such manner as it deems advisable to ensure the availability of
any such exemption.

20.      Governing Law. To the extent not governed by federal law, the Plan and
all Options and Restricted Stock shall be construed in accordance with and
governed by the laws of the State of Delaware.

21.      Number and Source of Shares Available. All Options and Restricted Stock
issued under the Plan shall automatically be granted under the Management Plan
and shall reduce the number of shares available under the Management Plan. The
terms contained in the Management Plan are incorporated into and made a part of
this Plan with respect to Options and Restricted Stock granted pursuant hereto
and any such awards shall be governed by and construed in accordance with the
Management Plan. In the event of any actual or alleged conflict between the
provisions of the Management Plan and the provisions of this Plan, the
provisions of the Management Plan shall be controlling and determinative.

22.      Miscellaneous.

                  (a) The expenses of administering the Plan shall be borne by
         the Company.

                  (b) The titles and headings of the Sections in the Plan are
         for convenience of reference only, and in the event of any conflict,
         the text of the Plan, rather than such titles or headings, shall
         control.

                  (c) Except where otherwise indicated by the context, any
         masculine term used herein also shall include the feminine; the plural
         shall include the singular and the singular shall include the plural.


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