THOMAS M. DOUGHERTY
                            RETENTION BONUS AGREEMENT

     THIS  RETENTION  BONUS  AGREEMENT (this "Agreement") is made as of this 4th
day  of  May,  2000,  between  AirGate  PCS,  Inc. (the "Company") and Thomas M.
Dougherty  ("Executive").

                                   BACKGROUND
                                   ----------

     The  Compensation Committee has determined that it is in the best interests
of the Company to provide the bonus described herein to Executive in recognition
of  his  leadership in achieving the successful public offering of the Company's
common stock and its strong performance since that time, and also to assure that
the  Company  will  have  the continued dedication of Executive over the ensuing
several  months,  notwithstanding the possibility or occurrence of a significant
restructuring  or  change  of  control  of  the Company.  Therefore, in order to
accomplish these objectives, the Board has caused the Company to enter into this
Agreement.

     In consideration of the mutual promises set forth below, and for other good
and  valuable  consideration,  the  sufficiency  of  which  is acknowledged, the
Company  and  Executive  hereby  agree  as  follows:

                                    AGREEMENT
                                    ---------

     1.  Effective Date.  This Agreement shall be effective as of the date first
noted  above  (the  "Effective  Date").

     2.  Definitions.  The  following  capitalized  terms used in this Agreement
         -----------
shall  have  the  meanings  assigned  to  them  below:

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

     "Cause"  means  (i)  the  willful  and  continued  failure  of Executive to
      -----
substantially  perform  his duties with the Company (other than any such failure
      -
resulting  from  incapacity  due to physical or mental illness, and specifically
excluding  any  failure  by  Executive,  after  reasonable  efforts,  to  meet
performance  expectations), or (ii) the willful engaging by Executive in illegal
conduct or gross misconduct that is materially and demonstrably injurious to the
Company.  For  purposes of this definition of "Cause", no act or failure to act,
on  the  part  of Executive, shall be considered "willful" unless it is done, or
omitted  to be done, by Executive in bad faith or without reasonable belief that
Executive's  action  or  omission was in the best interests of the Company.  Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted  by  the Board or based upon the advice of counsel for the Company shall
be conclusively presumed to be done, or omitted to be done, by Executive in good
faith  and in the best interests of the Company.  The cessation of employment of
Executive  shall not be deemed to be for Cause unless and until there shall have
been  delivered  to  Executive  a  copy  of  a  resolution  duly  adopted by the
affirmative  vote  of  not  less than two-thirds of the entire membership of the
Board of the Company at a meeting of such Board called and held for such purpose
(after  reasonable  notice  is  provided  to Executive and Executive is given an
opportunity,  together  with  counsel,  to  be heard before such Board), finding
that,  in  the  good  faith  opinion  of  such Board, Executive is guilty of the
conduct  described  in  subparagraph  (i)  or  (ii)  above,  and  specifying the
particulars  thereof  in  detail.

     "Change  of  Control"  has  the  meaning assigned such term in that certain
      -------------------
Option  Agreement,  dated  as of July 28, 1999, by and between Executive and the
Company,  as  the  same  shall  be  amended  from  time  to  time  (the  "Option
Agreement").

     "Compensation  Committee"  means  the  Compensation Committee of the Board.
      -----------------------

     "Disability"  means the inability of Executive, as determined by the Board,
      ----------
to  perform  the essential functions of his regular duties and responsibilities,
with  or  without  reasonable  accommodation,  due  to  a medically determinable
physical  or  mental  illness which has lasted (or can reasonably be expected to
last)  for  a  period of six consecutive months.  At the request of Executive or
his  personal  representative,  the Board's determination that the Disability of
Executive has occurred shall be certified by two physicians mutually agreed upon
by  Executive,  or  his  personal representative, and the Company.  Failing such
independent  certification  (if  so  requested  by  Executive),  Executive's
termination shall be deemed a termination by the Company without Cause and not a
termination  by  reason  of  his  Disability.

     3.  Retention Bonus.  Provided that Executive is employed by the Company on
         ---------------
the  following  payment  dates  (or  if  Executive's  employment shall have been
terminated prior to such date by reason of his death, Disability, or termination
by  the  Company  without  Cause), the Company will pay to Executive a retention
bonus  in  the  following  amounts  in  accordance  with the following schedule:

<TABLE><CAPTION>

                                                 AMOUNT OF
PAYMENT                                         RETENTION
DATE                                          BONUS PAYABLE
-------                                     -------------------------
<S>                                         <C>
April  15,  2000                               $900,000
January  15,  2001                             $540,000
April  15,  2001                               $180,000
July  15,  2001                                $180,000
October  15,  2001                             $180,000
January  15,  2002                             $180,000
April  15,  2002                               $180,000
July  15,  2002                                $180,000
October  15,  2002                             $180,000
January  15,  2003                             $180,000
April  15,  2003                               $180,000
July  15,  2003                                $180,000
October  15,  2003                             $180,000
January  15,  2004                             $180,000

</TABLE>

<PAGE>

     Notwithstanding the above schedule, in the event a Change of Control of the
Company shall have occurred, one-half of the then-remaining unpaid amount of the
Retention Bonus shall be paid to Executive in a lump cash payment within 30 days
following  the  date  of  such  Change  of  Control  and  the  other half of the
then-remaining  unpaid  amount  of  the  Retention  Bonus  shall  be  payable in
accordance  with  the  above  schedule;  provided,  however,  that if the Option
Agreement  is hereafter amended to provide for 100% vesting of Executive's stock
options  upon  a  Change  of  Control, then this Agreement shall be deemed to be
simultaneously amended, without further action, to provide that upon a Change of
Control  all of the then-remaining unpaid amount of the Retention Bonus shall be
paid  to  Executive  in a lump cash payment within 30 days following the date of
such Change of Control.  In either case, if Executive's employment is terminated
without  Cause  prior  to  the  occurrence  of a Change of Control and if it can
reasonably be shown that such termination (i) was at the direction or request or
a third party that had taken steps reasonably calculated to effect the Change of
Control  after  such termination, or (ii) otherwise occurred in connection with,
or  in  anticipation  of,  the  Change of Control, then Executive shall have the
rights  described  herein  as  if  a  Change of Control had occurred on the date
immediately  preceding  his  termination  of  employment.

     4.  Successors,  Binding  Agreement.

     (a)  The  Company  will cause any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or  assets of the Company to 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  if  no  such  succession  had  taken  place.

     (b)  This Agreement shall inure to the benefit of and be enforceable by the
Company's  successors  and  assigns  and  by  Executive's  personal  or  legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devises  and  legatees.

     5.  Notice.  Any notice required or permitted to be given by this Agreement
shall  be  effective  only  if  in writing, delivered personally against receipt
therefor,  or  mailed by certified or registered mail, return receipt requested,
to  the  parties at the addresses hereinafter set forth, or at such other places
that  either  party  may  designate  by  notice  to  the  other.

     Notice  to  the  Company  shall  be  addressed  to:

                  AirGate  PCS,  Inc.
                  Harris  Tower
                  233  Peachtree  Street,  NE
                  Atlanta,  Georgia  30303
                  Attention:  Alan  Catherall,  Chief  Financial  Officer


     Notice  to  Executive shall be addressed to him at his home address as then
indicated  in  the  records  of  the  Company.

     All  such notices shall be deemed effectively given five (5) days after the
same  has been deposited in a post box under the exclusive control of the United
States  Postal  Service.

     6.  Miscellaneous.

          (a)  Amendments.  No  provision  of  this  Agreement  may be modified,
waived  or discharged unless such waiver, modification or discharge is agreed to
in  writing  and  signed  by Executive and such officer of the Company as may be
specifically designated by the Board or the Compensation Committee of the Board.

     (b) Waivers.  No waiver by either party hereto at any time of any breach by
the  other  party  hereto  of, or 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 same or at any prior or
subsequent  time.

     (c)  Entire Agreement.  No agreement 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.

     (d)  Governing  Law.  The  validity,  interpretation,  construction  and
performance  of  this  Agreement  shall  be governed by the laws of the State of
Delaware.

          (e) Severability.  The invalidity or unenforceability of any provision
of  this  Agreement shall not affect the validity or enforceability of any other
provision  of  this  Agreement,  which  shall  remain  in full force and effect.

     (f)  Counterparts.  This Agreement may be executed in counterparts, each of
which  shall  be  deemed  to  be  an  original  but  all  of which together will
constitute  one  and  the  same  instrument.

          (g)  Arbitration.  Any  dispute  or  controversy  arising  under or in
connection  with  this  Agreement shall be settled exclusively by arbitration in
Atlanta,  Georgia  accordance  with  the  rules  of  the  American  Arbitration
Association  then in effect.  Judgment may be entered on the arbitrator's award
in any court having jurisdiction.

          (h)  Costs of Enforcement.  Each party shall pay its own legal fees
and expenses incurred in connection with any arbitration (or other proceeding
whether or not instituted by the Company or Executive), relating to the
interpretation or enforcement of any provision of this Agreement (including any
action seeking to obtain or enforce any right or benefit by this Agreement).

          (i)  No Restriction on Employment Rights.  This contract is in
relation to certain benefits and compensation only and is not to be construed as
an employment contract for a definite term.  Nothing in this Agreement shall
confer on Executive any right to continue in the employ of the Company or shall
interfere with or restrict the rights of the Company, which are expressly
reserved, to discharge Executive at any time for any reason whatsoever, with or
without Cause.  Nothing in this Agreement shall restrict the right of
Executive to terminate his employment with the Company at any time for any
reason whatsoever.

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


                                   AIRGATE PCS, INC.


                                   By:  /s/ John Dillon
                                       -----------------------
                                       John Dillon
                                       Chariman of the
                                       Compensation Committee



                                   EXECUTIVE

                                   /s/ Thomas M. Dougherty
                                   -------------------------
                                       Thomas M. Dougherty