TRITON PCS HOLDINGS INC
SEPARATION LETTER AGREEMENT, JOHN D. BELETIC
<DOCUMENT>
<TYPE>EX-10.41
<SEQUENCE>5
<FILENAME>w93137exv10w41.txt
<DESCRIPTION>SEPARATION LETTER AGREEMENT, JOHN D. BELETIC
<TEXT>
<PAGE>

                                                                   Exhibit 10.41

                                February 24, 2004

John D. Beletic
3219 Drexel Drive
Dallas, Texas 75205

Dear Mr. Beletic:

You have served as a director of Triton PCS Holdings, Inc. ("Triton") since 1998
and your current term as director is scheduled to expire as of Triton's annual
meeting scheduled to occur in May 2004 (the "2004 Annual Meeting"). As you will
not be standing for reelection to a new term and have therefore indicated a
willingness to resign from your position as director without completing the
remainder of your term, the Board of Directors of Triton has agreed to accept
your resignation from service as a director of Triton. In light of your past
services as a director and in connection with your resignation, Triton hereby
agrees to the following terms and conditions set forth in this letter (this
"Agreement"):

1.                Resignation. Your resignation from the Board of Directors and
its committees will become effective as of February 26, 2004 (the "Effective
Date"), the date immediately following the conclusion of the February 2004 Board
of Directors' meeting, and you will cease to be a director as of that date. It
is expected and agreed that, through the Effective Date, you will continue to
perform your duties as a member of Triton's Board of Directors, its Compensation
Committee and its Nominating/Corporate Governance Committee in a manner
consistent with past practices and your fiduciary obligations to Triton.
Further, your intent is that you not be re-nominated nor stand for election in
connection with the 2004 Annual Meeting.

Announcement of your resignation shall be made at a time mutually agreeable to
you and Triton, except for such other disclosure by Triton as may be required by
applicable law or regulation. Notwithstanding the foregoing, Triton acknowledges
and agrees that, in the course of your future professional activities, you are
free to disclose the dates and nature of the services you performed for Triton.
Attached for your review is a draft press release. Triton understands, and by
execution of this Agreement, you hereby acknowledge and agree that your
resignation is not because of any disagreement with Triton relating to its
operations, policies, or practices.

2.                Compensation. In connection with your resignation, Triton will
pay or provide the compensation set forth in this Section 2. Except as otherwise
expressly provided herein, all payments made in accordance with this Section
shall be made in accordance with Triton's existing practices relating to
directors' compensation.

                  a.       Triton will pay you all director's fees earned but
         unpaid through the Effective Date. Such fees shall be determined in
         accordance with the directors' compensation arrangements approved by
         the Compensation Committee and the Board of Directors in November 2003.
         You will also be reimbursed for any unreimbursed business expenses in
         accordance with Triton's standard policies and procedures. Such amounts
         shall be paid within ten days following the Effective Date.

                  b.       With respect to your award of restricted stock
         described in the Director Stock Award Agreement dated June 24, 2002,
         those shares shall not be affected by your resignation and shall become
         fully vested as of June 24, 2004, provided that you have

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         complied, in all material respects, with the terms of this Agreement at
         all times from the Effective Date through June 24, 2004. Triton shall
         take such actions as may be necessary to provide for the acceleration
         of vesting as described herein. Triton will cause this Agreement and
         the transactions contemplated hereby to be approved by its Board of
         Directors, including, without limitation, the provisions of this
         Agreement which (i) state that the restricted stock (as described in
         this Section 2(b)) will not be forfeited upon your resignation; and
         (ii) accelerate the vesting of your restricted stock.

                  c.       Triton shall provide a one-time payment to you of
         $107,250.00, which shall be paid to you within five (5) days after June
         24, 2004, provided that you have complied, in all material respects,
         with the terms of this Agreement at all times from the Effective Date
         through that date. The payment provided herein is intended to reflect
         payments that you may have become entitled to had you continued as a
         director through the end of your term in May 2004.

3.                Excess Payments. You acknowledge that the payments to be
provided to you under Section 2 above exceed any compensation that would
otherwise be paid to you in connection with your resignation. You further
acknowledge and agree that the payments to be provided to you under Section 2
above and the other benefits and consideration to be furnished to you pursuant
to this Agreement shall be in lieu of and discharge any obligations of Triton to
you for any further compensation or any other expectations of remuneration or
benefit.

4.                Further Cooperation and Benefits. You agree, upon reasonable
request, to provide to Triton and its subsidiaries and affiliates truthful and
complete cooperation in any litigation or arbitration of matters arising out of
or related to your activities while a director of Triton, whether or not such
matters have commenced as of the Effective Date. The Company shall use
commercially reasonable efforts to schedule any services requested under this
Section 4 at such times and locations as shall not unreasonably interfere with
your business or personal affairs. You will be entitled to reimbursement for the
out-of-pocket expenses you reasonably incur in connection with providing
services as provided in this Section 4. Following your resignation, Triton
agrees to indemnify you against and hold you harmless from liabilities, costs,
claims and expenses arising out of or attributable to your service as a director
of Triton to the same extent that it provides indemnification to its then
serving directors. In addition, following your resignation, Triton agrees to
provide best efforts to continue coverage under Triton's "D & O" insurance
coverage with respect to liabilities, costs, claims and expenses arising out of
or attributable to your service as a director of Triton to the same extent that
it provides such coverage to its then serving directors, and to the extent that
the cost of such coverage is commercially reasonable.

5.                Release. As a material inducement to Triton to enter into this
Agreement and in consideration for the payments and covenants contained herein,
you, on behalf of yourself, your heirs, executors, administrators and assigns
hereby irrevocably and unconditionally release Triton, and its current, former
and future parent companies, subsidiaries and affiliates, together with all of
its current, former and future employees, directors, partners, members,
shareholders, officers, agents, attorneys, representatives, predecessors,
successors, related entities, assigns, and the like, and all persons acting by,
through, under or in concert with any of them (collectively, the "Releasees")
from any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages or causes of action, suits, rights,
demands, costs, losses, debts and expenses (including reasonable attorneys' fees
and costs incurred) of any nature whatsoever, known or unknown, suspected or
unsuspected, including, but not limited to, any claims arising out of or related
to your service as a director of Triton, but excluding claims by you for

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indemnification to the extent that Triton has agreed to provide such
indemnification pursuant to the terms of its certificate of incorporation, its
bylaws, a resolution of the Board of Directors, an indemnification agreement,
any directors and officers liability policy or otherwise.

6.                No Complaints. You represent that you have not filed any
complaints or charges or lawsuits against Triton or any other Releasee with any
governmental agency or court and you have not assigned or transferred, or
purported to assign or transfer, to any person or entity, any claim or any
portion thereof or interest therein you have against Triton or any other
Releasee that would, but for such assignment be released by this Agreement.
Triton represents that it has not filed any complaints or charges or lawsuits
against you with any governmental agency or court and Triton has not assigned or
transferred, or purported to assign or transfer, to any person or entity, any
claim or any portion thereof or interest therein it may have against you that
would, but for such assignment, be released by this Agreement. You represent and
agree that your resignation is not the result of and does not relate to a
disagreement with Triton relating to its operations, policies or practices that
would be required to be disclosed on a Form 8-K under applicable Securities and
Exchange Commission rules and regulations.

7.                Confidentiality. You acknowledge and agree that as a director
of Triton you have obtained material, confidential and proprietary information
regarding Triton, its subsidiaries, and its affiliates. You further agree that
you will not disclose or otherwise make use of any such information following
your resignation from the Board of Directors; provided, nothing contained herein
will be deemed to restrict you from disclosing information that is in the public
domain or information furnished to you (without obligation of confidentiality)
by a third party.

8.                Non-Disparagement. You agree that you will not make any
disparaging or defamatory comments about Triton, or any of its officers,
directors, management, or employees, nor will you authorize, encourage or
participate with anyone on your behalf to make such statements. Triton agrees
that no member of the Board of Directors of Triton nor any executive officer
will make any disparaging or defamatory comments about you and will not
authorize, encourage or participate with anyone to make such statements.

9.                Reliance. Each party represents and acknowledges that such
party understands the terms of this Agreement and has been given an opportunity
to ask questions of the representatives of the other party. Each party further
represents that in signing this Agreement each party is not relying, and has not
relied, on any representation or statement not set forth in this Agreement made
by any representative of the other party or any other person or entity with
regard to the subject matter, basis or effect of this Agreement or otherwise.
This Agreement is knowingly and voluntarily entered into by each of the parties
hereto.

10.               Securities Filings. The parties will cooperate in making any
filings that may be required relating to any acquisition or disposition by you
of any securities of Triton on or after your resignation, including but not
limited to any notices required under the Triton's First Amended and Restated
Stockholders' Agreement, as amended, any Form 144 filings and any Forms 4 and 5
filings. Triton will also assist you in making any such filings, including,
without limitation, making any "EDGAR" filings on your behalf. Such assistance
and services will be furnished without charge.

11.               Entire Agreement. This Agreement sets forth the entire
agreement between the parties hereto and except as expressly provided herein
fully supersedes any and all prior agreements, understandings or arrangements
between the parties about the subject matter of this Agreement. Notwithstanding
anything to the contrary contained herein, you agree that you are

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subject to the terms and conditions contained in Triton's First Amended and
Restated Stockholders Agreement, as amended.

12.               Fees and Expenses. Triton agrees to reimburse you for
reasonable legal fees up to Two Thousand Dollars ($2,000.00), associated with
legal review of this agreement.

13.               Miscellaneous.

                  a.       This Agreement shall be governed by and construed in
         accordance with the laws of the Commonwealth of Pennsylvania without
         reference to rules regarding conflicts of law.

                  b.       The provisions of this Agreement are severable and if
         any part of it is found to be unenforceable, the other provisions shall
         remain fully valid and enforceable.

                  c.       Neither this Agreement nor any part of it may be
         modified, amended, changed or terminated orally, and any modification,
         amendment, or termination must be in writing signed by both parties.
         Any waiver of any term or provision of this Agreement must be in
         writing and signed by the party granting the waiver.

                  d.       This Agreement shall be binding on the parties hereto
         and their respective heirs, successors, predecessors, affiliates,
         administrators, representatives, executors and assigns and shall inure
         to the benefit of each party and their respective heirs, successors,
         predecessors, affiliates, administrators, representatives, executors
         and assigns.

14.               Notices. Any notice required or desired to be delivered under
                  this Agreement shall be in writing and shall be delivered
                  personally against receipt, by courier service or by
                  registered mail, return receipt requested, and shall be
                  effective upon actual receipt by the party to which such
                  notice shall be directed, and shall be addressed as follows
                  (or to such other address as the party entitled to notice
                  shall hereafter designate in accordance with the terms
                  hereof):

                           If to Triton, to the attention of the Chairman of the
                           Board of Directors of Triton and to Charles H.N.
                           Kallenbach, Vice President of Legal Affairs of
                           Triton, at Triton's principal executive offices, 1100
                           Cassatt Road, Berwyn, PA 19312, with a copy to:

                                               Dow, Lohnes & Albertson, PLLC
                                               1200 New Hampshire Avenue, N.W.
                                               Washington, D.C. 20036
                                               Attention: Leonard J. Baxt
                                               Facsimile: (202) 776-2222

                           If to Director:

                                                Mr. John D. Beletic
                                                3219 Drexel Drive
                                                Dallas, Texas 75205

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You may evidence your acceptance of this Agreement by executing this Agreement
where provided below and returning it to the undersigned.

                                       Triton PCS Holdings, Inc.

                                       By:  /s/ Michael E. Kalogris
                                            ------------------------------------
                                       Name:  Michael E. Kalogris
                                       Title:  Chief Executive Officer

Director

/s/ John D. Beletic
------------------------
John D. Beletic

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