AIRGATE PCS INC /DE/
EXHIBIT 10.1 - SEIPPEL SEPARATION AGMT.
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh10-1.txt
<DESCRIPTION>EXHIBIT 10.1 - SEIPPEL SEPARATION AGMT.
<TEXT>

                    SEPARATION AGREEMENT AND GENERAL RELEASE

         This Separation Agreement and General Release  ("Agreement") is entered
into by and  between  AirGate  PCS,  Inc.  ("Company")  and  William H.  Seippel
("Executive").

         WHEREAS,  Executive was employed by Company as Vice President and Chief
Financial Officer; and

         WHEREAS, Executive has resigned his employment with Company; and

         WHEREAS,  Company and Executive desire in this Agreement to resolve all
issues between them including, without limitation, issues relating to or arising
from (i) the formation of the  employment  relationship  and/or any contracts of
employment between Company and Executive, and (ii) termination of the employment
relationship between Executive and Company;

         NOW THEREFORE,  in  consideration of the foregoing and of the covenants
and agreements set forth herein, the parties agree as follows:

1. TERMINATION OF EMPLOYMENT AND EMPLOYMENT AGREEMENT.

         Executive  acknowledges that his employment and all relationships  with
Company and its  subsidiaries  and affiliates  terminated on March 19, 2004 (the
"Separation  Date").  Executive agrees not to seek reinstatement or reemployment
with Company at any time hereafter.

2.       CONSIDERATION FROM COMPANY.

         Upon  this  Agreement  becoming   irrevocable  by  Executive,   and  in
consideration of Executive's  promises and covenants  herein,  Company agrees as
follows:

         (a) Company  shall pay to  Executive  the total sum of four hundred and
twelve thousand five hundred dollars and zero cents  ($412,500.00)  representing
150 percent of Executive's  current  annual base salary,  to be paid in biweekly
amounts of ten thousand five hundred  seventy six dollars and ninety three cents
($10,576.93),   less  all  applicable   local,   state  and  federal  taxes  and
withholdings,  commencing on the first regular pay date of the Company after the
Separation  Date and continuing  for twelve (12) months,  and at the end of such
twelve (12) month period,  the remainder shall be payable in a lump sum payment,
less all applicable local, state and federal taxes and withholdings;

         (b) Company  shall  reimburse  Executive  for all expenses  incurred by
Executive  on  behalf  of  Company  prior  to the date of this  Agreement  (such
expenses to  reimbursed  in  accordance  with  Company's  expense  reimbursement
policies in effect as of the date immediately prior to this Agreement);

         (c) Company  shall  reimburse  Executive for  reasonable  out-placement
services for a period of up to twelve (12) months (not to exceed $15,000);

<PAGE>

         (d) Company shall reimburse  Executive for his legal expenses  incurred
in connection  with the review and  negotiation of this Agreement (not to exceed
$7,500);

         (e) Company shall cause (i) an additional  twenty five percent (25%) of
the  restricted  stock  awarded by Company to  Executive on 10/24/02 to transfer
immediately,   and  (ii)  an  additional   twenty  five  percent  (25%)  of  the
non-qualified  stock  options  granted by Company to  Executive  on  10/24/02 to
accelerate and vest immediately;  provided,  further,  that Executive shall have
six (6) months  following the Separation Date to exercise all such stock options
and previously vested stock options (without regard to any contrary provision of
the Company's 2002 Long-Term Incentive Plan);

         (f)  Company  shall pay  Executive  any  accrued  pay in lieu of unused
vacation; and

         (g) Company  shall  continue  to  provide,  for a period of twelve (12)
months  after  Executive's  Separation  Date,  or such  longer  period as may be
provided  by the terms of the  appropriate  plan,  program,  practice or policy,
benefits to  Executive  and/or  Executive's  eligible  dependants  substantially
equivalent  to those  which  would  have been  provided  to them if  Executive's
employment had not been terminated; provided, however, that if Executive becomes
employed  with a third party  employer  and is  eligible  to receive  comparable
medical or other  welfare  benefits  under a plan  provided  by such third party
employer,  Company's  obligation to provide  medical and other welfare  benefits
described herein shall cease, except as otherwise provided by law.

Executive  agrees that he is not  entitled to receive,  and will not claim,  any
additional  amounts  for  wages,  salary,  back  pay,  severance  pay,  deferred
compensation,  accrued  vacation,  bonuses  or  benefits,  other  than  what  is
expressly set forth herein.  Executive further  acknowledges and agrees that the
consideration from Company described herein constitutes  consideration in excess
of that which he would  normally  receive  upon  termination  of the  employment
relationship  and that such  additional  consideration  is given in exchange for
Executive signing this Agreement.  Executive acknowledges and agrees that except
as set forth above,  all restricted stock and/or options granted to Executive by
Company will terminate effective as of the Separation Date.

3. RELEASE AND COVENANT NOT TO SUE.

         (a) In consideration of Company's  promises and covenants  herein,  the
receipt and sufficiency of which are hereby acknowledged,  Executive,  on behalf
of  himself  and  his  heirs,   agents  and   successors  in  interest,   hereby
UNCONDITIONALLY  RELEASES AND DISCHARGES Company, its successors,  subsidiaries,
parent  companies and other affiliate  companies and all of their  shareholders,
owners, lenders,  advisors,  assigns, agents, legal representatives,  attorneys,
employees,   officers,   trustees  and  directors   (collectively  the  "Company
Releasees")  from  all  claims,  sums  of  money  due,  suits,  debts,  charges,
liabilities,  demands and causes of action,  whether known or unknown,  fixed or
contingent,  that he may  have or claim to have  against  Company  or any of the
other  Company  Releasees  for any reason,  from the beginning of time up to the
date of execution of this Agreement,  and hereby AGREES NOT TO FILE A LAWSUIT or

                                      -2-
<PAGE>


other  legal  claim or charge  with  respect  thereto  to assert  any claim with
respect thereto against any of the Company Releasees.  This Release and Covenant
Not To Sue  includes,  but is not limited  to,  claims for  wrongful  discharge,
defamation,  claims  for  personal  injury of any  kind,  claims  for  breach of
contract, shareholder derivative claims, other claims relating to stock purchase
or  ownership,  claims  for  deprivation  of  employment  benefits,  claims  for
harassment  and claims arising under  federal,  state or local laws  prohibiting
employment  discrimination  and claims growing out of any legal  restrictions on
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.,
the 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,  all laws of
other states and the state and federal  workers'  compensation  laws;  provided,
however,  that nothing  contained  in this Release  shall in any way diminish or
impair (i) any rights of Executive  to the  payments  and benefits  conferred in
this Agreement,  (ii) any rights to indemnification  that may exist from time to
time under any  Indemnification  Agreement  between  Executive  and Company,  or
Company's  certificate  of  incorporation  or bylaws,  or Delaware law, or (iii)
Executive's  ability  to raise an  affirmative  defense in  connection  with any
lawsuit or other legal claim or charge instituted or asserted by Company against
Executive (collectively, the "Excluded Claims").

         (b) Without limiting the generality of the foregoing,  Executive hereby
acknowledges and covenants that in consideration  for the sums being paid to him
he has knowingly  waived any right or opportunity to assert any claim that is in
any way connected with any  employment  relationship  or the  termination of any
employment  relationship which existed between Company and Executive.  Executive
further  understands  and agrees that,  except for the Excluded  Claims,  he has
knowingly relinquished, waived and forever released any and all remedies arising
out  of the  aforesaid  employment  relationship  or  the  termination  thereof,
including,  without  limitation,  claims  for  backpay,  front  pay,  liquidated
damages,  compensatory  damages,  general  damages,  special  damages,  punitive
damages, exemplary damages, costs, expenses and attorneys' fees.

         (c) Company represents and warrants that Company has no present plan or
intention to commence an action or legal  proceeding  against  Executive for any
claims, sums of money due, suits, debts, charges, liabilities, demands or causes
of action, fixed or contingent, that it or any of its subsidiaries, parent

                                      -3-
<PAGE>


companies and other  affiliate  companies has or (based upon presently  existing
facts known to Company) is  reasonably  likely to have  against  Executive.  For
purposes  of  the  immediately  preceding  sentence  and  without  limiting  the
generality  thereof,  the Company  will be deemed to possess  knowledge of facts
known by the members of its Board of Directors and/or its Chairman of the Board,
President, and/or Vice President of Human Resources.

4. Executive Cooperation.

         (a) Executive agrees, in consideration of the above-described  payments
and promises that, after the execution of this Agreement, he will cooperate with
and assist  Company by  providing  information  relevant  to matters as to which
Executive  gained  knowledge while employed by Company and/or its  predecessors.
Executive further agrees that, upon reasonable notice from Company, he will meet
with Company's attorneys and other  representatives  regarding any litigation or
administrative  proceeding  arising out of or  relating  to matters  about which
Executive has  knowledge or in which  Executive may be identified or called as a
witness  and that he will  appear at  hearings,  depositions,  trials  and other
proceedings relating to such matters.  Company shall reimburse Executive for all
reasonable and necessary  out-of-pocket expenses necessitated by his cooperation
hereunder.

         (b) Executive agrees that he will promptly 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 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  Company or from the
conduct  of  other  employees  or  operations  of  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 Company's
policies or law, regulation, statute or ordinance.

5. Company Property.

         Except  that  Executive  may  retain  the  laptop  computer  and mobile
telephones furnished to him by Company, Executive agrees that he will not retain
or destroy,  and will  immediately  return to Company,  any and all  property of
Company in his possession or subject to his control,  including, but not limited
to, keys, credit and identification  cards, personal items or equipment provided
for his use,  financial  records and information,  all other files and documents
relating  to Company  and its  business,  together  with all written or recorded
materials,  documents,  computer disks, plans,  records or notes or other papers
belonging to Company in whatever form same may exist.  Executive  further agrees

                                      -4-
<PAGE>



not to make, distribute or retain copies of any such information or property. By
executing  this  Agreement,  Executive  warrants  and agrees that he already has
returned all such  information and material to Company.  Executive  acknowledges
and agrees that he will be responsible for payment of all charges accruing after
the Separation Date with respect to mobile  telephones  retained by him and that
Company  shall delete from any laptop  computer to be retained by Executive  all
information   relating  to  Company  or  its  business  before  Executive  takes
possession of such laptop computer.

6.       Nondisparagement.

         In consideration of the above-described payments and promises, and as a
significant  inducement  to Company to make the payments and promises  contained
herein,  Executive  agrees and covenants not to make or publish,  verbally or in
writing,  any derogatory or disparaging  statements regarding Company Releasees,
or other  statements  which  statements  are or may reasonably be expected to be
injurious or inimical to the best  interests of any such  Company  Releasee.  In
consideration of Executive's promises and covenants herein,  Company agrees that
it will make no statement in the form of a press release  regarding  Executive's
termination of employment with Company other than that as set forth in Exhibit A
attached  hereto  and  Company  shall  provide  Executive  a  written  letter of
reference signed by Company's Chief Executive Officer  substantially in the form
of Exhibit B attached  heretoCompany  further  agrees and covenants that none of
the current  members of its Board of  Directors,  it Chairman of the Board,  its
Chief Executive  Officer,  or its Vice President of Human Resources will make or
publish,  verbally or in  writing,  any  derogatory  or  disparaging  statements
regarding Executive,  or other statements which statements are or may reasonably
be expected to be injurious or inimical to the best interests of Executive.

7. Restrictions on Conduct of Executive.

         (a)  General.  Executive  and  Company  understand  and agree  that the
purpose of the  provisions of this Section 7 is to protect  legitimate  business
interests  of Company,  as more fully  described  below,  and is not intended to
impair or infringe upon Executive's right to work, earn a living, or acquire and
possess  property from the fruits of his labor.  Executive  hereby  acknowledges
that   Executive   has  received  good  and  valuable   consideration   for  the
post-employment  restrictions  set forth in this  Section 7  including,  but not
limited to, the compensation and benefits provided for herein.  Executive hereby
further  acknowledges  that the  post-employment  restrictions set forth in this
Section 7 are reasonable  and that they do not, and will not,  unduly impair his
ability to earn a living after the termination of this  Agreement.  In addition,
the parties  acknowledge:  (A) that Executive has had substantial  contacts with
customers, suppliers, advertisers and vendors of Company; (B) that Executive has
been  placed in a position of trust and  responsibility  and has had access to a
substantial  amount of  Confidential  Information  and Trade  Secrets as defined
herein; and (C) that Executive has been the repository of a substantial  portion
of the goodwill of Company and would have an unfair  advantage in competing with
Company. Therefore,  Executive shall be subject to the restrictions set forth in
this Section 7.

                                      -5-
<PAGE>


         (b) Definitions. The following capitalized terms used in this Section 7
shall have the meanings assigned to them below, which definitions shall apply to
both the singular and the plural forms of such terms:

                  "Competitive  Position" means any employment with a Competitor
in which Executive will use or is likely to use any Confidential  Information or
Trade Secrets, or in which Executive has duties for such Competitor that involve
Competitive  Services  and that are the same or  substantially  similar to those
services actually performed by Executive for Company.

                  "Competitive  Services" means the business of selling wireless
telecommunications products and services.

                  "Competitor"  means any Person engaged,  wholly or in part, in
providing  Competitive  Services within the Restricted Territory that constitute
at least three percent (3%) (by dollar  volume) of the  Competitive  Services in
the Restricted Territory,  including, without limitation,  Sprint Corporation or
its subsidiaries or affiliates ("Sprint").

                  "Confidential  Information"  means all  information  regarding
Company,  its activities,  business or clients that is the subject of reasonable
efforts by Company to maintain  its  confidentiality  and that is not  generally
disclosed by practice or authority to persons not employed by Company,  but that
does not rise to the level of a Trade Secret.  "Confidential  Information" shall
include,  but is not limited to,  financial plans and data  concerning  Company;
management planning  information;  business plans;  operational methods;  market
studies; marketing plans or strategies; product development techniques or plans;
customer lists; details of customer contracts;  current and anticipated customer
requirements;  past,  current and planned  research  and  development;  business
acquisition   plans;  and  new  personnel   acquisition   plans.   "Confidential
Information" shall not include  information that has become generally  available
to the public by the act of one who has the right to disclose  such  information
without  violating any right or privilege of Company or information  relating to
the transmission of data via powerlines that is not unique to any plans known to
Executive that Company may have with respect thereto.  This definition shall not
limit any definition of "confidential  information" or any equivalent term under
state or federal law.

                  "Person" means any individual or any corporation, partnership,
joint  venture,  limited  liability  company,  association  or other  entity  or
enterprise.

                  "Principal  or  Representative"  means  a  principal,   owner,
partner,  shareholder,  joint venturer,  investor,  member,  trustee,  director,
officer, manager, employee, agent, representative or consultant.

                  "Protected  Customers"  means any Person to whom  Company  has
sold its  products or services or  solicited  to sell its  products or services,
other than through general advertising targeted at consumers,  during the twelve
(12) months prior to the Separation Date.


                                      -6-
<PAGE>

                  "Protected  Employees"  means  employees  of Company  who were
employed  by Company at any time within six (6) months  prior to the  Separation
Date, other than those who were discharged by Company without cause.

                  "Restricted  Territory"  means the Service Area (as defined in
the Sprint PCS Management  Agreement between Company and Sprint PCS, dated as of
July 22, 1998,  as amended) as such  Service Area is in effect on the  Effective
Date.  A copy of the  description  of such  Service  Area  is  attached  to this
Agreement as Exhibit A.

                  "Restrictive   Covenants"  means  the  restrictive   covenants
contained in Section 7(c) hereof.

                  "Trade Secret" means all information,  without regard to form,
including,  but not limited to,  technical or  nontechnical  data, a formula,  a
pattern, a compilation, a program, a device, a method, a technique, a drawing, a
process, financial data, financial plans, product plans, distribution lists or a
list of actual or potential  customers,  advertisers  or suppliers  which is not
commonly known by or available to the public and which information:  (A) derives
economic value, actual or potential,  from not being generally known to, and not
being  readily  ascertainable  by proper means by, other  persons who can obtain
economic  value from its  disclosure  or use;  and (B) is the subject of efforts
that are reasonable  under the  circumstances  to maintain its secrecy.  Without
limiting the foregoing,  Trade Secret means any item of confidential information
that  constitutes a "trade  secret(s)"  under the common law or statutory law of
the State of Georgia.

(c) Restrictive Covenants.

         (i) Restriction on Disclosure and Use of  Confidential  Information and
Trade  Secrets.   Executive   understands  and  agrees  that  the   Confidential
Information  and Trade  Secrets  constitute  valuable  assets of Company and its
affiliated  entities,   and  may  not  be  converted  to  Executive's  own  use.
Accordingly,  Executive  hereby  agrees  that,  for a  period  of one  (1)  year
following the  Separation  Date,  Executive  shall not,  directly or indirectly,
reveal,  divulge, or disclose to any Person not expressly  authorized by Company
any Confidential  Information,  and Executive shall not, directly or indirectly,
use or make use of any Confidential  Information in connection with any business
activity other than that of Company. For so long as same remains a Trade Secret,
Executive shall not directly or indirectly transmit or disclose any Trade Secret
of  Company  to any  Person,  and shall not make use of any such  Trade  Secret,
directly or  indirectly,  for himself or for others,  without the prior  written
consent of Company. The parties acknowledge and agree that this Agreement is not
intended  to,  and does  not,  alter  either  Company's  rights  or  Executive's
obligations  under any state or federal  statutory or common law regarding trade
secrets  and  unfair   trade   practices.   Anything   herein  to  the  contrary
notwithstanding,  Executive  shall not be  restricted  from  disclosing or using
Confidential Information or any Trade Secret that is required to be disclosed by
law, court order or other legal process;  provided,  however,  that in the event
disclosure  is  required  by  law,   Executive  shall,  to  the  extent  legally
permissible,  provide  Company with prompt  notice of such  requirement  so that
Company may seek an  appropriate  protective  order  prior to any such  required
disclosure by Executive.

                                      -7-
<PAGE>

         (ii) Nonsolicitation of Protected Employees.  Executive understands and
agrees that the relationship between Company and each of its Protected Employees
constitutes a valuable  asset of Company and may not be converted to Executive's
own use. Accordingly, Executive hereby agrees that, for a period of one (1) year
following the  Separation  Date,  Executive  shall not directly or indirectly on
Executive's  own behalf or as a  Principal  or  Representative  of any Person or
otherwise  solicit or induce any Protected  Employee to terminate his employment
relationship with Company or to enter into employment with any other Person.

         (iii) Restriction on Relationships with Protected Customers.  Executive
understands  and agrees that the  relationship  between  Company and each of its
Protected  Customers  constitutes  a valuable  asset of  Company  and may not be
converted to Executive's own use. Accordingly, Executive hereby agrees that, for
a period of one (1) year following the  Separation  Date,  Executive  shall not,
without  the prior  written  consent of  Company,  directly  or  indirectly,  on
Executive's  own  behalf or as a  Principal  or  Representative  of any  Person,
solicit,  divert,  take  away or  attempt  to  solicit,  divert  or take  away a
Protected Customer for the purpose of providing or selling Competitive  Services
in the Restricted  Territory;  provided,  however,  that the prohibition of this
covenant  shall apply only to Protected  Customers  with whom  Executive (i) had
direct contact during his employment with Company,  or (ii) had been a party to,
or otherwise been privy to,  marketing or sales  strategies  with regard to such
Protected Customer; and, provided further, that the prohibition of this covenant
shall not apply to the conduct of general advertising activities.

         (iv)   Restriction  on  Soliciting   Sprint   Relationship.   Executive
understands  and  agrees  that  the  relationship  between  Company  and  Sprint
Corporation and its subsidiaries and affiliates  constitutes a valuable asset of
Company and may not be converted to Executive's own use. Accordingly,  Executive
hereby agrees that, for a period of one (1) year following the Separation  Date,
Executive shall not,  without the prior written consent of Company,  directly or
indirectly, on Executive's own behalf or as a Principal or Representative of any
Person,  solicit a  relationship  with Sprint for the  provision of  Competitive
Services  within the  Restricted  Territory  on behalf of any Person  other than
Company.

         (v) Noncompetition  with Company.  In consideration of the compensation
and  benefits  being  paid and to be paid by  Company  to  Executive  hereunder,
Executive  hereby  agrees  that,  for a period of six (6) months  following  the
Separation  Date,  Executive will not, without prior written consent of Company,
directly or indirectly  seek or obtain a Competitive  Position in the Restricted
Territory  with a Competitor;  provided,  however,  that the  provisions of this
Agreement shall not be deemed to prohibit the ownership by Executive of not more
than two percent (2%) of any class of  securities  of any  corporation  having a
class  of  securities   registered  pursuant  to  the  Exchange  Act.  Executive
acknowledges  that in the  performance  of his duties for Company he was charged
with operating on Company's  behalf  throughout the Restricted  Territory and he
hereby acknowledges, therefore, that the Restricted Territory is reasonable.

                                      -8-
<PAGE>

(d) Enforcement of Restrictive Covenants.

         (i) Rights and Remedies Upon Breach.  In the event Executive  breaches,
or threatens  to commit a breach of, any of the  provisions  of the  Restrictive
Covenants,  Company shall have the right and remedy to enjoin, preliminarily and
permanently,  Executive from violating or threatening to violate the Restrictive
Covenants and to have the  Restrictive  Covenants  specifically  enforced by any
court of competent  jurisdiction,  it being agreed that any breach or threatened
breach of the Restrictive  Covenants would cause  irreparable  injury to Company
and that money  damages  would not provide an adequate  remedy to Company.  Such
right and remedy shall be independent  of any others and severally  enforceable,
and shall be in addition  to, and not in lieu of, any other  rights and remedies
available to Company at law or in equity.

         (ii) Severability of Covenants.  Executive acknowledges and agrees that
the Restrictive  Covenants are reasonable and valid in time and scope and in all
other  respects.  Each of the  Restrictive  Covenants  shall be  considered  and
construed as a separate and independent Restrictive Covenant. Should any part or
provision of any Restrictive Covenant be held invalid,  void or unenforceable in
any   court  of   competent   jurisdiction,   such   invalidity,   voidness   or
unenforceability  shall not render invalid, void or unenforceable any other part
or provision of this  Agreement.  If any portion of the foregoing  provisions is
found  to be  invalid  or  unenforceable  by a court of  competent  jurisdiction
because its  duration,  the  territory,  the  definition  of  activities  or the
definition of information covered is considered to be invalid or unreasonable in
scope, the invalid or unreasonable term shall be redefined, or a new enforceable
term provided,  such that the intent of Company and Executive in agreeing to the
provisions of this  Agreement will not be impaired and the provision in question
shall be enforceable to the fullest extent of the applicable laws.

         (iii)  Reformation.  The  parties  hereunder  agree  that  it is  their
intention that the  Restrictive  Covenants be enforced in accordance  with their
terms to the maximum extent  possible under  applicable law. The parties further
agree that, in the event any court of competent jurisdiction shall find that any
provision  hereof is not  enforceable  in accordance  with its terms,  the court
shall reform the  Restrictive  Covenants  such that they shall be enforceable to
the maximum extent permissible at law.

         (iv) Elective Right of Company. In the event that Executive  challenges
the  enforceability  of the  Restrictive  Covenants  (or asserts an  affirmative
defense to an action seeking to enforce the Restrictive  Covenants)  based on an
argument that the  Restrictive  Covenants are (x) not enforceable as a matter of
law, (y)  unreasonable in geographical  scope or duration or (z) void as against
public  policy,  Company  shall have the right (1) to cease  making the payments
required  under Section 2(a) above and, upon demand,  to have  Executive  repay,
within 10 business days of any such demand,  any such payments already made. Any
right afforded to, or exercised by, Company hereunder shall in no way affect the
enforceability  of the  Restrictive  Covenants  or any  other  right of  Company
hereunder.  Nothing in this  Section  7(d)(iv)  shall be construed to preclude a
challenge by Executive (or a defense against) the application of the Restrictive
Covenants as to a particular set of facts and  circumstances  (as opposed to the
arguments enumerated above).

                                      -9-
<PAGE>

         (e)  Consideration  for  Restrictive  Covenants.   The  obligations  of
Executive with respect to the  Restrictive  Covenants are expressly  conditioned
upon the performance by Company of its obligations set forth in Section 2.

8. NO ADMISSION OF LIABILITY.

         Company  and  Executive  agree that this  Agreement  is the result of a
compromise  of  claims,  and  should  never for any  purpose  be  considered  an
admission of liability,  wrongdoing or  responsibility  by Company or Executive,
and  the  parties  each  expressly  deny  any  such  liability,   wrongdoing  or
responsibility.

9.       NO PRIOR ASSIGNMENTS.

         Executive and Company each  represents and warrants that such party has
not heretofore assigned or transferred or purported to assign or transfer to any
person or entity any claim or matter herein released, disclaimed,  discharged or
terminated  by such party.  In the event of such  assignment  or transfer of any
claims or other matters herein released,  disclaimed,  discharged or terminated,
such  party  agrees to  indemnify  and hold  harmless  the other  party from and
against any liability or loss, and for any cost or expense, including attorneys'
fees,  or  judgment  or  settlement  arising  out of or  occasioned  by any such
assignment or transfer.

10.      CONFIDENTIALITY.

         Executive  promises  not to  disclose  or  discuss,  with any person or
entity (other than his spouse,  attorney or tax  advisors,  as  applicable,  who
shall be advised of this agreement regarding  confidentiality and agree to abide
by  it),  either  directly  or  indirectly,  any  information  relating  to  the
consideration  provided by or to be provided pursuant to this Agreement,  except
as may be required by subpoena or legal  process or to  effectuate  the terms of
this Agreement.

11.      MISCELLANEOUS.

         11.1  Severability.  If any term,  provision,  covenant or condition of
this Agreement is determined by a court of competent jurisdiction to be invalid,
void or unenforceable,  in whole or in part, such  determination will not affect
any other  provision of this  Agreement or the remaining  portion of a partially
invalid  provision,  which shall remain in full force and effect and shall be in
no way affected, impaired or invalidated, and the provision in question shall be
modified,  as  appropriate,  by a court of  competent  jurisdiction  so as to be
rendered enforceable.

         11.2   Entire   Agreement.   This   Agreement   constitutes   the  sole
understanding  of the parties  hereto with respect to the subject matter hereof.
Except as otherwise  expressly  provided herein,  this Agreement  supersedes all
prior  agreements  and  understandings  related  to the  subject  matter  hereof
Executive agrees that he has

                                      -10-
<PAGE>

not relied on any  representations,  promises or  agreements of any kind made to
him in connection  with this Agreement  except those expressly set forth in this
Agreement.  No  amendment  of this  Agreement  shall be binding  unless  made in
writing and duly executed by all Parties to be bound thereby.

         11.3 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.

         11.4 Warranty of Capacity to Execute Agreement. The signatories to this
Agreement represent and warrant that each has the right and authority to execute
this Agreement in their individual or representative capacity, as applicable.

         11.5 No Pending  Charges.  Company and Executive each  represents  that
such party does not have any pending complaints,  actions,  charges or claims of
any nature  against the other party or any  Releasee  based on or related to any
events occurring prior to the date hereof.

         11.6 Parties Bound by Agreement.  The terms, conditions and obligations
of this Agreement  shall inure to the benefit of and be binding upon Company and
its successors and assigns and Executive and his heirs and assigns.

         11.7  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of which will for all  purposes  be deemed to be an original
and all of which shall constitute the same instrument.

         11.8  Headings.  The  headings of the  Sections of this  Agreement  are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction hereof.

         11.9  Modification  and Waiver.  Any of the terms or conditions of this
Agreement may be waived in writing at any time by the party which is entitled to
the benefits thereof. No waiver of any of the provisions of this Agreement shall
be deemed to or will constitute a waiver of any other provisions hereof.

         11.10  Governing Law. This  Agreement  shall be construed in accordance
with  and  governed  by the  laws of the  State  of  Georgia.  Unless  otherwise
expressly  provided  herein,  all  references in this Agreement to Section(s) or
Exhibit(s) will refer to the Section(s) or Exhibit(s) of this Agreement.

12.      Acknowledgment.

         Executive  and  Company  each  expressly  states  that  such  party has
carefully  read this  Agreement  and  Executive  agrees  and  acknowledges  that
Executive  is  releasing  the Company  Releasees  from any  possible  claim that

                                      -11-
<PAGE>

Executive may have, including any claim relating to Executive's  employment with
Company or the termination of such  employment.  Without limiting the generality
of the  foregoing,  Executive  agrees that by executing this  Agreement,  he has
released and waived any and all claims he has or may have as of the date of this
Agreement for age discrimination under the Age Discrimination in Employment Act,
as amended, 29 U.S.C. ss. 621, et seq.

         Executive  further  agrees that he has been  advised to consult with an
attorney  or an  advisor  of his own  choosing  prior to his  execution  of this
Agreement,  and that,  in fact,  Executive  has been  represented  by counsel in
connection with the negotiation of this Agreement.  Executive agrees that he has
been  given  twenty-one  (21)  days in which to  consider  whether  to sign this
Agreement and has either used that full 21-day period or voluntarily  decided to
sign this Agreement  before the end of that period.  Executive also  understands
that he may revoke this Agreement by delivering  written notice of revocation to
Company at any time within  seven (7) days after  executing  it.  Subject to the
foregoing,  this  Agreement  shall become  effective and  enforceable  at twelve
o'clock (12:00) noon on the eighth (8th) day  immediately  following the date of
execution of this Agreement  (the  "Effective  Date").  The Agreement may not be
revoked after the Effective Date.

         IN WITNESS  WHEREOF,  the undersigned have set their hands on the dates
indicated.


AIRGATE PCS, INC.                                 WILLIAM H. SEIPPEL


By: /s/ Thomas M. Dougherty                      /s/ William H. Seippel
Title: Thomas M. Dougherty,                          William H. Seippel
       President and CEO

Date:  March 23, 2004                            Date: March 23, 2004

                                      -12-
<PAGE>


                                    Exhibit A

[GRAPHIC OMITTED]


Contact: Tom Dougherty
         President and Chief Executive Officer
         404-525-7272


       AIRGATE PCS, INC. ANNOUNCES RESIGNATION OF CHIEF FINANCIAL OFFICER

ATLANTA (March 23, 2004) - AirGate PCS, Inc. (NASDAQ: PCSAD), a PCS Affiliate of
Sprint,  announced  today that  William H.  Seippel,  vice  president  and chief
financial officer, has resigned from the Company to pursue other interests.

Thomas M.  Dougherty,  president  and chief  executive  officer of AirGate  PCS,
stated,  "Almost  eighteen  months ago,  Will Seippel  joined us to accomplish a
restructuring  of the  Company's  debt and to help  reposition  AirGate  PCS for
growth. The recapitalization is now complete,  the Company has the best leverage
ratio  among  the  Sprint  affiliates,  we have  significantly  more cash on our
balance sheet,  and we have a top-notch  finance and accounting staff located in
Atlanta. As a result of these factors, Will has elected to leave at this time to
pursue other interests.  While I am personally  saddened by his departure,  I am
grateful to him for his many  contributions and I wish him success in his future
endeavors.  Will  has  agreed  to  be  available  for  consultation  beyond  his
employment to help with the transition."

"I have  completed the goals set forth for AirGate's  restructuring,"  commented
Seippel.  "I am pleased the Company is poised for growth with a greatly improved
capital  structure  and a strong  finance  team in  place.  While I will miss my
AirGate   colleagues,   I  look   forward   to   working   on  other   potential
restructurings."

The Company also  announced  that it has retained a search firm to recruit a new
chief financial officer.

About AirGate PCS

AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to sell wireless
mobility  communications network products and services under the Sprint brand in
territories  within three states located in the Southeastern  United States. The
territories   include  over  7.2  million  residents  in  key  markets  such  as
Charleston,  Columbia, and  Greenville-Spartanburg,  South Carolina; Augusta and
Savannah,  Georgia;  and  Asheville,  Wilmington  and the  Outer  Banks of North
Carolina.

                                      -END-

<PAGE>


                                    Exhibit B



To Whom It May Concern:

         William H.  Seippel  served as the Chief  Financial  Officer of AirGate
PCS, Inc., a PCS affiliate of Sprint, from 2002 until his voluntary  resignation
on March 19, 2004.

         Will joined us to accomplish a restructuring  of the Company's debt and
restructure  AirGate PCS for  growth.  The  recapitalization  of the Company was
completed in early 2004 and, as of the date of Will's  resignation,  the Company
had the best leverage ratio among the Sprint affiliates and  significantly  more
cash on its  balance  sheet.  Will left the  Company  with an  improved  capital
structure  and a strong  finance team in place.  The Company is grateful for his
many contributions.

                                                     Sincerely,



                                                     Thomas M. Dougherty
                                                     President and CEO




</TEXT>
</DOCUMENT>
