AIRGATE PCS, INC.
                      2001 NON-EXECUTIVE STOCK OPTION PLAN


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                                AIRGATE PCS, INC.
                      2001 NON-EXECUTIVE STOCK OPTION PLAN

                                TABLE OF CONTENTS

ARTICLE  1  PURPOSE     1
1.1     General     1
ARTICLE  2  EFFECTIVE  DATE     1
2.1     Effective  Date     1
ARTICLE  3  DEFINITIONS     1
3.1     Definitions     1
ARTICLE  4  ADMINISTRATION     5
4.1     Administration     5
4.2     Scope  of  Authority     5
4.3     Decisions  Binding     6
ARTICLE  5  SHARES  SUBJECT  TO  THE  PLAN     6
5.1     Number  of  Shares     6
5.2     Replenishment  of  Shares     6
5.3     Source  of  Stock     6
ARTICLE  6  ELIGIBILITY     7
6.1     General     7
ARTICLE  7  STOCK  OPTIONS     7
7.1     General     7
ARTICLE  8  PROVISIONS  APPLICABLE  TO  AWARDS     8
8.1     Limits  on  Transfer     8
8.2     Beneficiaries     8
8.3     Stock  Certificates     8
8.4     Acceleration  for  Any  Reason     9
8.5     Effect  of  Acceleration     9
8.6     Termination  of  Employment     9
ARTICLE  9  CHANGES  IN  CAPITAL  STRUCTURE     9
9.1     General     9
ARTICLE  10  AMENDMENT,  MODIFICATION  AND  TERMINATION     10
10.1     Amendment,  Modification  and  Termination     10
10.2     Awards  Previously  Granted     10
ARTICLE  11  GENERAL  PROVISIONS     10
11.1     No  Rights  to  Awards     10
11.2     No  Stockholder  Rights     10
11.3     Withholding     10
11.4     No  Right  to  Employment     10
11.5     Unfunded  Status  of  Awards     11
11.6     Relationship  to  Other  Benefits     11
11.7     Expenses     11
11.8     Titles  and  Headings     11
11.9     Gender  and  Number     11
11.10     Fractional  Shares     11
11.11     Government  and  Other  Regulations     11
11.12     Governing  Law     11
11.13     Additional  Provisions     11


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                                AIRGATE PCS, INC.
                      2001 NON-EXECUTIVE STOCK OPTION PLAN

                           ARTICLE IARTICLE 1  PURPOSE
                                    ------------------
                                     PURPOSE

     1.1     GENERAL1.1     General.  The purpose of the AirGate PCS, Inc. 2001
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Non-Executive  Stock  Option  Plan  (the  "Plan") is to promote the success, and
enhance the value, of AirGate PCS, Inc. (the "Company"), by linking the personal
interests  of  its  employees  to those of Company stockholders and by providing
such persons with an incentive for outstanding performance.  The Plan is further
intended  to  provide  flexibility  to  the  Company in its ability to motivate,
attract, and retain the services of employees upon whose judgment, interest, and
special  effort  the  successful  conduct  of the Company's operation is largely
dependent.  Accordingly,  the  Plan  permits  the grant of incentive awards from
time to time to selected employees.  The Plan is intended to be a "broadly based
plan" for purposes of Section 4460(i)(A) of the NASD Manual.  No awards shall be
granted  under  the  Plan  to  its  Officers  or  Directors  (as defined below).

                       ARTICLE 2ARTICLE 2  EFFECTIVE DATE
                                -------------------------
                                 EFFECTIVE DATE

     2.1     EFFECTIVE DATE2.1     Effective Date.  The Plan shall be effective
              --------------
as  of  the  date  upon  which it shall be approved by the Board (the "Effective
Date").

                         ARTICLE 3ARTICLE 3  DEFINITIONS
                                  ----------------------
                                   DEFINITIONS

     3.1     DEFINITIONS3.1     Definitions.  When  a word or phrase appears in
              -----------
this  Plan  with the initial letter capitalized, and the word or phrase does not
commence  a  sentence,  the  word or phrase shall generally be given the meaning
ascribed  to  it  in  this  Section or in Section 1.1 unless a clearly different
meaning  is required by the context.  The following words and phrases shall have
the  following  meanings:

     (a)     "Board"  means  the  Board  of  Directors  of  the  Company.

     (b)     "Change  in  Control"  means the occurrence of any of the following
events:

     (i)     individuals  who,  on  the Effective Date, constitute the Board of
Directors  of  the  Company  (the "Incumbent Directors") cease for any reason to
constitute  at least a majority of such Board, provided that any person becoming
a  director  after  the  Effective  Date  and  whose  election or nomination for
election  was  approved  by  a  vote  of  at  least  a majority of the Incumbent
Directors  then  on  the  Board  of  Directors  shall  be an Incumbent Director;
provided,  however,  that  no  individual  initially  elected  or nominated as a
       -   -------
director  of the Company as a result of an actual or threatened election contest
with  respect  to  the  election or removal of directors ("Election Contest") or
other  actual  or threatened solicitation of proxies or consents by or on behalf
of  any  "person" (such term for purposes of this definition being as defined in
Section 3(a)(9) of the Exchange Act and as used in Section 13(d)(3) and 14(d)(2)
of  the  Exchange  Act)  other  than  the  Board of Directors ("Proxy Contest"),
including  by  reason  of any agreement intended to avoid or settle any Election
Contest  or  Proxy  Contest,  shall  be  deemed  an  Incumbent  Director;  or

     (ii)     any person is or becomes a "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of either (i) __% or more
of  the  then-outstanding shares of common stock of the Company ("Company Common
Stock")  or  (ii)  securities  of  the  Company  representing __% or more of the
combined  voting  power of the Company's then outstanding securities eligible to
vote  for the election of directors (the "Company Voting Securities"); provided,
                                                                       --------
however,  that  for  purposes  of this paragraph (b), the following acquisitions
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shall  not  constitute a Change of Control: (A) an acquisition directly from the
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Company,  (B)  an acquisition by the Company or a Subsidiary of the Company, (C)
an  acquisition  by  any  employee  benefit plan (or related trust) sponsored or
maintained  by  the  Company  or  any  Subsidiary  of  the  Company,  or  (D) an
acquisition  pursuant  to  a Non-Qualifying Transaction (as defined in paragraph
(c)  below);  or

     (iii)     the  consummation  of  a  reorganization, merger, consolidation,
statutory  share exchange or similar form of corporate transaction involving the
Company  or  a Subsidiary (a "Reorganization"), or the sale or other disposition
of  all  or  substantially  all  of  the  Company's  assets  (a  "Sale")  or the
acquisition of assets or stock of another corporation (an "Acquisition"), unless
immediately  following  such  Reorganization,  Sale  or  Acquisition: (A) all or
substantially all of the individual and entities who were the beneficial owners,
respectively,  of  the  outstanding Company Common Stock and outstanding Company
Voting  Securities immediately prior to such Reorganization, Sale or Acquisition
beneficially  own,  directly  or indirectly, more than __% of, respectively, the
then  outstanding  shares  of  common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors,  as  the  case  may  be,  of  the  corporation  resulting  from  such
Reorganization,  Sale  or  Acquisition  (including,  without  limitation,  a
corporation  which  as  a  result of such transaction owns the Company or all or
substantially  all  of  the Company's assets or stock either directly or through
one or more subsidiaries, the "Surviving Corporation") in substantially the same
proportions  as  their ownership, immediately prior to such Reorganization, Sale
or  Acquisition,  of  the  outstanding  Company Common Stock and the outstanding
Company Voting Securities, as the case may be, and (B) no person (other than (x)
the  Company  or any Subsidiary of the Company, (y) the Surviving Corporation or
its  ultimate  parent  corporation, or (z) any employee benefit plan (or related
trust)  sponsored or maintained by any of the foregoing is the beneficial owner,
directly  or indirectly, of __% or more of the total common stock or __% or more
of the total voting power of the outstanding voting securities eligible to elect
directors  of  the  Surviving  Corporation,  and  (C) at least a majority of the
members  of  the  board of directors of the Surviving Corporation were Incumbent
Directors  at  the  time of the Board's approval of the execution of the initial
agreement  providing  for  such  Reorganization,  Sale  or  Acquisition  (any
Reorganization,  Sale  or  Acquisition  which  satisfies  all  of  the  criteria
specified  in  (A),  (B)  and  (C) above shall be deemed to be a "Non-Qualifying
Transaction");  or

     (iv)     approval  by  the  stockholders  of  the  Company  of  a complete
liquidation  or  dissolution  of  the  Company.

     (c)     "Code"  means  the  Internal Revenue Code of 1986, as amended from
time  to  time.

(d)     "Committee"  means  the  Compensation  Committee  of  the  Board.

(e)     "Company"  means  AirGate  PCS,  Inc.,  a  Delaware  corporation, or its
successor(s).

(f)     "Director"  shall  mean  a  member  of  the  Board  of  Directors of the
Company.

(g)     "Disability"  of a Participant means a physical or mental inability that
causes  the  Participant  to  be considered disabled under the disability income
plan  applicable  to  such Participant, whether or not such Participant actually
receives  such  disability benefits, or in the event there is no such disability
income  plan  applicable  to the Participant, as determined by the Committee.

(h)     "Effective  Date"  has  the  meaning assigned such term in Section 2.1.

(i)     "Eligible  Participant"  means  an  individual who is an employee of the
Company or a Parent or Subsidiary, but who is not an Officer or Director and who
is  not a recipient of options under the Company's 1999 Stock Option Plan or any
subsequent  plan  under  which  stock  options  are  or may be granted to senior
managers  of  the  Company.

(j)     "Fair  Market Value", on any date, means (i) if the Stock is listed on a
securities  exchange  or  traded over the Nasdaq National Market, the average of
the  high  and  low market prices reported in The Wall Street Journal at which a
share of Stock shall have been sold on such day or on the next preceding trading
day  if such date was not a trading day, or (ii) if the Stock is not listed on a
securities  exchange or traded over the Nasdaq National Market, the mean between
the  bid  and offered prices as quoted by Nasdaq for such date, provided that if
it  is  determined  that the fair market value is not properly reflected by such
Nasdaq  quotations, Fair Market Value will be determined by such other method as
the  Committee  determines  in  good  faith  to  be  reasonable.

(k)     "Non-Qualified  Stock  Option"  means  an Option that is not intended to
meet  the  requirements  of  Section  422 of the Code or any successor provision
thereto.

(l)     "NASD"  means  the  National  Association  of  Securities Dealers, Inc.

(m)     "Officer",  when  used as a capitalized term, shall mean an "officer" of
the  Company  as  defined  in  Rule  16a-1(f)  under the 1934 Act (or such other
definition of the term "officer" as the NASD may subsequently adopt for purposes
of  its "broadly based plan" exemption for the shareholder approval requirements
of  Section  4460(i)(A)  of  the  NASD  Manual).

(n)     "Option"  means  a  right  granted  to  a Participant under this Plan to
purchase  Stock  at a specified price during specified time periods.  Any Option
granted  under  the  Plan  shall  be  a  Non-Qualified  Stock  Option.

(o)     "Option  Agreement"  means  any  written  agreement,  contract, or other
instrument  or  document  evidencing  an  Option.

(p)     "Parent"  means a corporation which owns or beneficially owns a majority
of  the  outstanding  voting  stock  or  voting  power  of  the  Company.

(q)     "Participant"  means  a  an Eligible Participant who has been granted an
Option  under  the  Plan.

(r)     "Plan" means the AirGate PCS, Inc. 2001 Non-Executive Stock Option Plan,
as  amended  from  time  to  time.

(s)     "Stock"  means  the  $.01 par value common stock of the Company and such
other  securities  of  the  Company  as may be substituted for Stock pursuant to
Article  9.

(t)     "Subsidiary"  means  any  corporation,  limited  liability  company,
partnership  or other entity of which a majority of the outstanding voting stock
or  voting power is beneficially owned directly or indirectly by the Company.

(u)     "1933  Act"  means  the  Securities Act of 1933, as amended from time to
time.

(v)     "1934  Act"  means  the Securities Exchange Act of 1934, as amended from
time  to  time.

                       ARTICLE 4ARTICLE 4  ADMINISTRATION
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                                 ADMINISTRATION

     4.1     ADMINISTRATION4.1     Administration.  The  Plan  shall  be
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administered  by  the  Committee.  Any authority granted to the Committee may be
exercised  by the Board.  In exercising such authority, the Board shall have all
the powers of the Committee hereunder, and any reference herein to the Committee
(other  than  in  this  Section 4.1) shall include the Board.  The Committee may
delegate  its  authority  under this Plan to one or more committees or to senior
managers  of  the  Company,  and  may  authorize  further delegation by any such
committee  to  senior  managers  of  the  Company,  except the right to amend or
terminate  this  Plan.

     4.2     SCOPE OF AUTHORITY4.2     Scope of Authority.  The Committee shall
              ------------------
have  full  power  and  authority  to  administer  this  Plan, to administer and
interpret this Plan and to adopt such rules, regulations, agreements, guidelines
and  instruments  for  the  administration  of  this Plan as the Committee deems
necessary or advisable.  The Committee's powers include, but are not limited to,
the  power  to  do  the  following::

     (a)     Designate  Participants;

(b)     Determine  the  type  or  types  of  Options  to  be  granted  to  each
Participant;

(c)     Determine  the  number of Options to be granted and the number of shares
of  Stock  to  which  an  Option  will  relate;

(d)     Determine the terms and conditions of any Option granted under the Plan,
including  but  not  limited  to,  the  exercise price, grant price, or purchase
price,  any restrictions or limitations on the Option, any schedule for lapse of
forfeiture  restrictions  or  restrictions  on the exercisability of an Option;

(e)     Prescribe the form of each Option Agreement, which need not be identical
for  each  Participant;

(f)     Accelerate  the  vesting, exercisability or lapse of restrictions of any
outstanding  Option,  based in each case on such considerations as the Committee
in  its  sole  discretion  determines;

(g)     Decide  all  other matters that must be determined in connection with an
Option;

(h)     Establish,  adopt  or  revise  any  rules and regulations as it may deem
necessary  or  advisable  to  administer  the  Plan;

(i)     Make  all  other decisions and determinations that may be required under
the  Plan  or  as  the  Committee deems necessary or advisable to administer the
Plan;

(j)     Amend  the  Plan  or  any  Option  Agreement  as  provided  herein; and

(k)     Adopt  such  modifications, procedures, and subplans as may be necessary
or  desirable to comply with provisions of the laws of non-U.S. jurisdictions in
which  the  Company  or any Parent or Subsidiary may operate, in order to assure
the viability of the benefits of Options granted to participants located in such
other  jurisdictions  and  to  meet  the  objectives  of  the  Plan;  and

(l)     Delegate  its general administrative duties under the Plan to an officer
or  employee  or  committee  of  officers  or  employees  of  the  Company.

     4.3.     DECISIONS  BINDING4.3     Decisions  Binding.  The  Committee's
               ------------------
interpretation  of  the  Plan,  any  Options  granted under the Plan, any Option
Agreement  and all decisions and determinations by the Committee with respect to
the  Plan  are  final, binding, and conclusive on all parties.  No member of the
Committee  shall  be  liable  for  any  act  done  in  good  faith.

                 ARTICLE 5ARTICLE 5  SHARES SUBJECT TO THE PLAN
                          -------------------------------------
                           SHARES SUBJECT TO THE PLAN

     5.1.     NUMBER  OF SHARES5.1     Number of Shares.  Subject to adjustment
               -----------------
as provided in Section 9.1, the aggregate number of shares of Stock reserved and
available  for  Options  granted  under  the  Plan  shall  be  150,000.

     5.2.     REPLENISHMENT  OF  SHARES5.2     Replenishment of Shares.  To the
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extent that an Option is canceled, terminates, expires or lapses for any reason,
any  shares of Stock subject to the Option will again be available for the grant
of  Options  under  the  Plan.  Any  shares of Stock delivered to the Company in
payment  of  the exercise price of an Option or in whole or partial satisfaction
of  tax  withholding  obligations  in  connection with the exercise of an Option
shall  be  available  for  the  grant  of  Options  under  this  Plan.

     5.3.     SOURCE  OF  STOCK5.3     Source  of Stock.  Any Stock distributed
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pursuant  to  an  Option  may  consist,  in  whole or in part, of authorized and
unissued  Stock,  treasury  Stock  or  Stock  purchased  on  the  open  market.

                         ARTICLE 6ARTICLE 6  ELIGIBILITY
                                  ----------------------
                                   ELIGIBILITY

     6.1.     GENERAL6.1     General.  Options  may be granted only to Eligible
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Participants.

                        ARTICLE 7ARTICLE 7  STOCK OPTIONS
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                                  STOCK OPTIONS

     7.1.     GENERAL7.1     General.  The  Committee  is  authorized  to grant
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Options  to  Participants  on  the  following  terms  and  conditions:

     (a)     EXERCISE  PRICE.  The  exercise  price  per share of Stock under an
             ---------------
Option  shall  be  determined by the Committee, provided that the exercise price
for  any  Option  shall not be less than the Fair Market Value as of the date of
the  grant.

(b)     TIME AND CONDITIONS OF EXERCISE.  The Committee shall determine the time
        -------------------------------
or  times  at  which  an Option may be exercised in whole or in part, subject to
Section  7.1(e).  The  Committee  also  shall determine the performance or other
conditions,  if  any, that must be satisfied before all or part of an Option may
be  exercised  or  vested.  The  Committee  may  waive  any  exercise or vesting
provisions  at  any time in whole or in part based upon factors as the Committee
may  determine in its sole discretion so that the Option becomes exerciseable or
vested  at  an  earlier  date.  The  Committee may permit an arrangement whereby
receipt  of Stock upon exercise of an Option is delayed until a specified future
date.

(c)     PAYMENT.  The  Committee  shall  determine  the  methods  by  which  the
        -------
exercise price of an Option may be paid, the form of payment, including, without
limitation,  cash,  shares  of  Stock,  or  other  property (including "cashless
exercise"  arrangements  or  "attestation"  of shares previously owned), and the
methods by which shares of Stock shall be delivered or deemed to be delivered to
Participants;  provided  that  if  shares  of Stock are used to pay the exercise
price  of an Option (either by attestation or actual delivery), such shares must
have  been  held  by  the  Participant  for at least six months.  Payment of the
exercise  price  of  an  Option  may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules  adopted  by,  and  at  the  discretion  of,  the  Committee.

(d)     EVIDENCE  OF  GRANT.  All Options shall be evidenced by a written Option
        -------------------
Agreement  between  the  Company  and  the  Participant,  initially  in the form
attached  hereto  as  Exhibit  A.  The  Option  Agreement  shall  include  such
provisions,  not  inconsistent  with  the  Plan,  as  may  be  specified  by the
Committee,  and  the  form  of Option Agreement may be modified by the Committee
from  time  to  time.

(e)     EXERCISE  TERM.  In no event may any Option be exercisable for more than
        --------------
ten  years  from  the  date  of  its  grant.

               ARTICLE 8ARTICLE 8  PROVISIONS APPLICABLE TO AWARDS
                        ------------------------------------------
                         PROVISIONS APPLICABLE TO AWARDS


     8.1.     LIMITS  ON  TRANSFER8.1     Limits  on  Transfer.  No  right  or
               --------------------
interest  of  a  Participant  in  any  Option  may  be  pledged,  encumbered, or
hypothecated  to  or in favor of any party other than the Company or a Parent or
Subsidiary,  or  shall  be  subject to any lien, obligation, or liability of the
Participant to any other party other than the Company or a Parent or Subsidiary.
No  Option  shall  be  assignable or transferable by a Participant other than by
will or the laws of descent and distribution or pursuant to a domestic relations
order  that  would  satisfy  Section  414(p)(1)(A)  of  the Code if such Section
applied  to  an Option under the Plan; provided, however, that the Committee may
(but  need  not)  permit other transfers where the Committee concludes that such
transferability  is  appropriate  and desirable, taking into account any factors
deemed  relevant,  including  without  limitation,  any  state or federal tax or
securities  laws  or  regulations applicable to transferable Options.  An Option
may  be exercised during the lifetime of the Participant only by the Participant
or  any  permitted  transferee.

     8.2.     BENEFICIARIES8.2     Beneficiaries.  Notwithstanding Section 8.1,
               -------------
a  Participant  may,  in  the  manner  determined  by the Committee, designate a
beneficiary  to  exercise  the  rights  of  the  Participant  and to receive any
distribution  with  respect  to  any  Option  upon  the  Participant's death.  A
beneficiary,  legal guardian, legal representative, or other person claiming any
rights under the Plan is subject to all terms and conditions of the Plan and any
Option  Agreement  applicable  to the Participant, except to the extent the Plan
and  Option  Agreement  otherwise  provide,  and  to any additional restrictions
deemed  necessary  or  appropriate by the Committee.  If no beneficiary has been
designated or survives the Participant, the Option may be exercised by the legal
representative  of  the  Participant's  estate, and payment shall be made to the
Participant's  estate.  Subject  to the foregoing, a beneficiary designation may
be  changed  or  revoked  by  a  Participant  at any time provided the change or
revocation  is  filed  with  the  Company.

     8.3.     STOCK CERTIFICATES8.3     Stock Certificates.  All Stock issuable
               ------------------
under  the Plan is subject to any stop-transfer orders and other restrictions as
the  Committee  deems  necessary  or  advisable  to comply with federal or state
securities  laws, rules and regulations and the rules of any national securities
exchange  or automated quotation system on which the Stock is listed, quoted, or
traded.  The  Committee  may  place  legends  on  any Stock certificate or issue
instructions  to  the transfer agent to reference restrictions applicable to the
Stock.

     8.4.     ACCELERATION  FOR  ANY REASON8.4     Acceleration for Any Reason.
               -----------------------------
The  Committee  may  in  its sole discretion at any time determine that all or a
portion  of  a Participant's Options shall become fully or partially exercisable
as  of  such  date  as  the Committee may, in its sole discretion, declare.  The
Committee  may  discriminate  among  Participants and among Options granted to a
Participant  in  exercising  its  discretion  pursuant  to  this  Section  8.4.

     8.5     EFFECT  OF  ACCELERATION8.5     Effect  of  Acceleration.  If  an
              ------------------------
Option  is  accelerated,  the Committee may, in its sole discretion, provide (i)
that  the  Option  will  expire  after  a  designated  period of time after such
acceleration  to  the  extent  not  then exercised, (ii) that the Option will be
settled  in  cash  rather  than  Stock, (iii) that the Option will be assumed by
another party to the transaction giving rise to the acceleration or otherwise be
equitably converted in connection with such transaction, or (iv) any combination
of  the foregoing.  The Committee's determination need not be uniform and may be
different  for  different  Participants  whether  or  not  such Participants are
similarly  situated.

     8.6.  TERMINATION OF EMPLOYMENT8.6     Termination of Employment.  Whether
           -------------------------
military, government or other service or other leave of absence shall constitute
a termination of employment shall be determined in each case by the Committee at
its  discretion,  and  any  determination  by  the  Committee shall be final and
conclusive.  A  termination  of employment shall not occur in (i) a circumstance
in  which  a  Participant  transfers  from  the Company to one of its Parents or
Subsidiaries, transfers from a Parent or Subsidiary to the Company, or transfers
from  one  Parent  or Subsidiary to another Parent or Subsidiary, or (ii) in the
discretion  of  the Committee as specified prior to such occurrence, in the case
of  a  spin-off,  sale  or  disposition  of  the Participant's employer from the
Company  or  any  Parent  or  Subsidiary.

                ARTICLE 9ARTICLE 9  CHANGES IN CAPITAL STRUCTURE
                         ---------------------------------------
                          CHANGES IN CAPITAL STRUCTURE

     9.1.     GENERAL9.1     General.  In  the event of a corporate transaction
               -------
involving  the Company (including, without limitation, any stock dividend, stock
split,  extraordinary  cash  dividend, recapitalization, reorganization, merger,
consolidation,  split-up,  spin-off,  combination  or  exchange  of shares), the
authorization  limits  under  Section 5.1 shall be adjusted proportionately, and
the  Committee may adjust Options to preserve the benefits or potential benefits
of  the  Options.  Action  by  the  Committee may include: (i) adjustment of the
number and kind of shares which may be delivered under the Plan; (ii) adjustment
of  the  number  and  kind  of  shares  subject  to  outstanding  Options; (iii)
adjustment  of  the  exercise  price  of outstanding Options; and (iv) any other
adjustments that the Committee determines to be equitable.  Without limiting the
foregoing,  in  the  event  a stock dividend or stock split is declared upon the
Stock,  the  authorization  limits  under  Section  5.1  shall  be  increased
proportionately,  and  the  shares of Stock then subject to each Option shall be
increased  proportionately  without  any  change in the aggregate purchase price
therefor.


<PAGE>
          ARTICLE 10ARTICLE 10  AMENDMENT, MODIFICATION AND TERMINATION
                    ---------------------------------------------------
                     AMENDMENT, MODIFICATION AND TERMINATION

     10.1.     AMENDMENT,  MODIFICATION  AND  TERMINATION10.1     Amendment,
                ------------------------------------------
Modification  and  Termination.  The Board or the Committee 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  or  Committee 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 Option
previously  granted  under  the  Plan,  without  the  written  consent  of  the
Participant.

     10.2     AWARDS  PREVIOUSLY GRANTED10.2     Awards Previously Granted.  At
               --------------------------
any time and from time to time, the Committee 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.

                    ARTICLE 11ARTICLE 11  GENERAL PROVISIONS
                              ------------------------------
                               GENERAL PROVISIONS

     11.1.     NO  RIGHTS  TO  AWARDS11.1     No  Rights  to Awards.  No person
                ----------------------
shall  have  any  claim to be granted any Option under the Plan, and neither the
Company  nor  the  Committee  is  obligated  to  treat  Participants or eligible
Participants  uniformly.

     11.2.     NO  STOCKHOLDER RIGHTS11.2     No Stockholder Rights.  No Option
                ----------------------
gives  the  Participant any of the rights of a stockholder of the Company unless
and  until  shares of Stock are in fact issued to such person in connection with
such  Option.

     11.3.     WITHHOLDING11.3     Withholding.  The  Company  or any Parent or
                -----------
Subsidiary  shall  have  the  authority  and the right to deduct or withhold, or
require  a  Participant to remit to the Company, an amount sufficient to satisfy
federal,  state,  and  local taxes (including the Participant's FICA obligation)
required  by  law  to be withheld with respect to any taxable event arising as a
result of the Plan.  With respect to withholding required upon any taxable event
under  the  Plan,  the  Committee  may,  at  the  time  the Option is granted or
thereafter,  require  or  permit  that  any  such  withholding  requirement  be
satisfied,  in  whole or in part, by withholding from the Option shares of Stock
having  a  Fair  Market  Value  on  the date of withholding equal to the minimum
amount  (and  not  any greater amount) required to be withheld for tax purposes,
all  in  accordance  with  such  procedures  as  the  Secretary  of  the Company
establishes.

     11.4.     NO  RIGHT TO EMPLOYMENT11.4     No Right to Employment.  Nothing
                -----------------------
in the Plan or any Option Agreement shall interfere with or limit in any way the
right  of the Company or any Parent or Subsidiary to terminate any Participant's
employment, nor confer upon any Participant any right to continue as an employee
of  the  Company  or  any  Parent  or  Subsidiary.

     l1.5.     UNFUNDED  STATUS  OF  AWARDS11.5     Unfunded  Status of Awards.
                ----------------------------
The  Plan  is  intended  to  be  an  "unfunded"  plan for incentive and deferred
compensation.  With  respect  to  any  payments  not  yet  made to a Participant
pursuant  to  an  Option,  nothing contained in the Plan or any Option Agreement
shall  give  the Participant any rights that are greater than those of a general
creditor  of  the  Company  or  any  Parent  or  Subsidiary.

     11.6.     RELATIONSHIP  TO  OTHER  BENEFITS11.6     Relationship  to Other
                ---------------------------------
Benefits.  No  payment under the Plan shall be taken into account in determining
any  benefits  under  any  pension,  retirement,  savings, profit sharing, group
insurance,  welfare  or  benefit plan of the Company or any Parent or Subsidiary
unless  provided  otherwise  in  such  other  plan.

     11.7.     EXPENSES11.7     Expenses.  The  expenses  of  administering the
                --------
Plan  shall  be  borne  by  the  Company  and  its  Parents  or  Subsidiaries.

     11.8.     TITLES AND HEADINGS11.8     Titles and Headings.  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.

     11.9.     GENDER  AND  NUMBER11.9     Gender  and  Number.  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.

     11.10.     FRACTIONAL  SHARES11.10     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.

     11.11.     GOVERNMENT  AND OTHER REGULATIONS11.11     Government and Other
                 ---------------------------------
Regulations.  The  obligation  of the Company to make payment of awards in Stock
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 Stock issued in connection with the Plan.
The  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.

     11.12.     GOVERNING  LAW11.12     Governing  Law.  To  the  extent  not
                 --------------                        -
governed  by  federal law, the Plan and all Option Agreements shall be construed
in  accordance  with  and  governed  by  the  laws  of  the  State  of Delaware.

     11.13.     ADDITIONAL  PROVISIONS11.13     Additional  Provisions.  Each
                 ----------------------
Option  Agreement  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.

     The  foregoing  is  hereby acknowledged as being the AirGate PCS, Inc. 2001
Non-Executive  Stock  Option  Plan  as  adopted by the Board of Directors of the
Company  on  January  30,  2001.

                              AIRGATE  PCS,  INC.

                              By:  /s/ Barbara Blackford
                                   ---------------------

                              Its:  General Counsel
                                    --------------------