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                                                                   Exhibit 99.1

                               AIRGATE PCS, INC.
                             AMENDED AND RESTATED

                         2000 LONG TERM INCENTIVE PLAN

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                               AIRGATE PCS, INC.
                             AMENDED AND RESTATED
                         2000 LONG TERM INCENTIVE PLAN

   1. History, Purpose and Effective Date. The iPCS, Inc. 2000 Long Term
Incentive Plan (the "Original Plan") was adopted by the Board of Directors of
iPCS, Inc. ("iPCS") on May 5, 2000 and was established to increase stockholder
value and to advance the interests of iPCS and its subsidiaries by awarding
equity and performance based incentives designed to attract, retain and
motivate employees, directors who are not employees of iPCS or its subsidiaries
and consultants who perform services for iPCS or its subsidiaries. Pursuant to
a Plan of Merger and Agreement between AirGate PCS, Inc. ("AirGate"), and iPCS
dated August 28, 2001 (the "Merger Agreement"), iPCS merged with and into a
wholly-owned subsidiary of AirGate with iPCS surviving the merger as a
wholly-owned subsidiary of AirGate. Under the Merger Agreement, AirGate agreed
to assume the obligations of iPCS under the Original Plan and the options
granted under the Original Plan to acquire iPCS common stock were converted
into the right to acquire common stock of AirGate.

   AirGate desires to amend and restate the Original Plan to:

   (a) Assume the Original Plan as provided in the Merger Agreement;

   (b) Assume the ability of iPCS to make awards to directors and employees of
       AirGate and its subsidiaries, including iPCS (collectively, the
       "Company");

   (c) Adjust the shares authorized to reflect the application of the exchange
       ratio provided for in the Merger Agreement;

   (d) Modify the definition of Change in Control of the Company as provided
       herein; and

   (e) Make other changes it deems necessary or appropriate in connection with
       the assumption of the Original Plan as amended and restated hereby.

   As used in the Plan, the term "subsidiary" means any business, whether or
not incorporated, in which AirGate or iPCS have an ownership interest. The
following constitutes an amendment, restatement and continuation of the
Original Plan in the form of "AirGate PCS, Inc. Amended and Restated 2000 Long
Term Incentive Plan" (the "Plan"), which amendment and restatement shall become
effective as of the date (the "Effective Date") it is adopted by the Board of
Directors of AirGate (the "Board"). The Plan shall be unlimited in duration
and, in the event of Plan termination, shall remain in effect as long as any
Awards (as defined in Section 3) under it are outstanding; provided, however,
that no Incentive Stock Options (as defined in subsection 5.1) may be granted
under the Plan on a date that is more than ten years from the date the Plan is
adopted.

   2.  Administration.

   2.1. Administration by Board or Committee. The Plan shall be administered by
the Compensation Committee of the Board (the "Committee"), which Committee
shall include at least two persons who constitute "non-employee directors"
within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and "outside directors" within the
meaning of Treas. Reg. (S) 1.162-27(e)(3). Notwithstanding the foregoing, the
Plan shall be administered by the Board with respect to Awards to directors who
are not employees of the Company and, with respect to such Awards, the term
"Committee" as used herein shall be deemed to refer to the Board.

   2.2. Authority. Subject to the provisions of the Plan, the Committee shall
have the authority to (a) manage and control the operation of the Plan, (b)
conclusively interpret and construe the provisions of the Plan, and prescribe,
amend and rescind rules, regulations and procedures relating to the Plan, (c)
make Awards under the Plan, in such forms and amounts and subject to such
restrictions, limitations and conditions as it deems appropriate, including,
without limitation, Awards which are made in combination with or in tandem with
other Awards (whether or not contemporaneously granted) or compensation or in
lieu of current or deferred

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compensation, (d) modify the terms of, cancel and reissue, or repurchase
outstanding Awards (including, but not limited to, repurchasing or settling any
Option (as defined in subsection 5.1) in cash upon a Change in Control (as
defined in subsection 11.2)), (e) prescribe the form of agreement, certificate
or other instrument evidencing any Award under the Plan, (f) correct any defect
or omission and reconcile any inconsistency in the Plan or in any Award
hereunder, (g) extend the exercise or vesting date of any Award under the Plan,
(h) accelerate the vesting or exercise date of any Award under the Plan, and
(i) make all other determinations and take all other actions as it deems
necessary or desirable for the implementation and administration of the Plan;
provided, however, that only after approval of the Board may the Committee
cancel or modify any Option granted for the purpose of reissuing an additional
option to the option holder at a lower exercise price. The determination of the
Committee on matters within its authority shall be conclusive and binding on
the Company and all other persons. The Committee's determinations under the
Plan need not be uniform and may be made selectively among persons who receive,
or are eligible to receive, Awards, whether or not such persons are similarly
situated.

   2.3. Delegation to Officers. Notwithstanding the foregoing provisions of
this Section 2, the Committee, subject to the terms and conditions of the Plan,
may delegate to any officer of the Company, if such individual is then serving
as a member of the Board, the authority to act as a subcommittee of the
Committee for purposes of making Awards under the Plan with respect to such
number of shares as the Committee shall designate annually, to such employees
of the Company who are not subject to section 16(a) of the Exchange Act as such
officer shall determine in his or her sole discretion, and such officer shall
have the authority and duties of the Committee with respect to such grants.

   3. Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
employees, directors and consultants who provide services to the Company those
persons who will be granted one or more Awards under the Plan, and thereby
become "Participants" in the Plan. For purposes of the preceding sentence, in
the case of any director who is appointed by a stockholder pursuant to the
right reserved to such stockholder (the "Director Stockholder") in accordance
with the terms of its investment, the "director" for purposes of the grant of
Awards under the Plan shall be, at the election of the Director Stockholder,
the Director Stockholder and, to the extent the Award is made to the Director
Stockholder in accordance with the Director Stockholder's election, the
individual appointed as a director by the Director Stockholder shall have no
rights hereunder as a director or Participant with respect to such Award. In
the discretion of the Committee, and subject to the terms of the Plan, a
Participant may be granted any Award permitted under the provisions of the
Plan, and more than one Award may be granted to a Participant; provided,
however, that Incentive Stock Options under the Plan may only be awarded to
employees of AirGate and its subsidiary corporations (as defined in section
424(f) of the Internal Revenue Code of 1986, as amended (the "Code")). Except
as otherwise agreed by the Committee and the Participant, or except as
otherwise provided in the Plan, an Award under the Plan shall not affect any
previous Award under the Plan or an award under any other plan maintained by
the Company. For purposes of the Plan, the term "Award" shall mean any award or
benefit granted to any Participant under the Plan. In the event any Award is
made to a Director Stockholder the date on which the Director Stockholder
ceases to be a Director Stockholder shall be treated as the date on which the
Director Stockholder terminates its service.

   4. Shares Subject to the Plan.

   4.1. Number of Shares Reserved. The shares of common stock of AirGate
("Stock") with respect to which Awards may be made under the Plan shall be
shares currently authorized but unissued or currently held or subsequently
acquired by AirGate as treasury shares, including shares purchased in the open
market or in private transactions. The aggregate maximum number of shares of
Stock which may be issued with respect to Awards under the Plan shall be
1,107,409 (subject to adjustments described in subsection 4.4) as increased on
December 31 of each year from and including December 31, 2001 by a number of
shares equal to one percent (1%) of the number of shares of Stock outstanding
on such date; provided, however, that any such increase shall

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be made only to the extent that AirGate has sufficient authorized and
unreserved Stock for such purpose; and further provided that the maximum
aggregate number of shares to be issued under the Plan shall not exceed
1,274,954 (subject to adjustments described in subsection 4.4). Subject to the
maximum aggregate number of shares that may be issued under the Plan, the
increase provided by the preceding sentence shall be made each December 31,
regardless of the number of shares remaining available for issuance under the
Plan on such date.

   4.2. Individual Limits on Awards. Notwithstanding any other provision of the
Plan to the contrary, the maximum aggregate number of shares of Stock that may
be granted or awarded to any Participant under the Plan for any calendar year
shall be 103,590 (as adjusted in accordance with subsection 4.4) and there
shall be no limit on cash payouts with respect to grants or awards under the
Plan in any calendar year to any Covered Employee (within the meaning of
section 162(m) of the Code). The determination made under the foregoing
provisions of this subsection 4.2 shall be based on the shares subject to the
Awards at the time of grant, regardless of when the Awards become exercisable.

   4.3. Reusage of Shares.

   (a) In the event of the termination (by reason of forfeiture, expiration,
       cancellation, surrender or otherwise) of any Award under the Plan, that
       number of shares of Stock that was subject to the Award but not
       delivered shall again be available for Awards under the Plan.

   (b) In the event that shares of Stock are delivered under the Plan as a
       Stock Award (as defined in Section 7) and are thereafter forfeited or
       reacquired by the Company pursuant to rights reserved upon the award
       thereof, such forfeited or reacquired shares shall again be available
       for Awards under the Plan.

   (c) Notwithstanding the provisions of paragraphs (a) or (b), the following
       shares shall not be available for reissuance under the Plan: (i) shares
       with respect to which the Participant has received the benefits of
       ownership (other than voting rights), either in the form of dividends or
       otherwise; (ii) shares which are withheld from any Award or payment
       under the Plan to satisfy tax withholding obligations (as described in
       subsection 10.5); and (iii) shares which are surrendered to fulfill tax
       obligations (as described in subsection 10.5).

   4.4. Adjustments to Shares Reserved. In the event of any merger,
consolidation, reorganization, recapitalization, spinoff, stock dividend, stock
split, reverse stock split, exchange or other distribution with respect to
shares of Stock or other change in the corporate structure or capitalization
affecting the Stock, the type and number of shares of Stock which are or may be
subject to Awards under the Plan (including the individual limits described in
subsection 4.2) and the terms of any outstanding Awards (including the price at
which shares of Stock may be issued pursuant to an outstanding award) shall be
equitably adjusted by the Committee, in its sole discretion, to preserve the
value of benefits awarded or to be awarded to Participants under the Plan.

   5. Options.

   5.1. Definitions. The grant of an "Option" under this Section 5 entitles the
Participant to purchase shares of Stock at the Option Price (as defined in
subsection 5.3), subject to the terms of this Section 5. Options granted under
this Section 5 may be either Incentive Stock Options or Non-Qualified Stock
Options, as determined in the discretion of the Committee. An "Incentive Stock
Option" is an Option that is intended to satisfy the requirements applicable to
an "incentive stock option" described in section 422(b) of the Code. A
"Non-Qualified Stock Option" is an Option that is not intended to be an
"incentive stock option" as that term is described in section 422(b) of the
Code.

   5.2. Restrictions Relating to Incentive Stock Options. To the extent that
the aggregate fair market value of Stock with respect to which Incentive Stock
Options are exercisable for the first time by any individual during any
calendar year (under all plans of AirGate and its subsidiaries (as defined in
section 424(f) of the Code)) exceeds $100,000, such options shall be treated as
Non-Qualified Stock Options, to the extent required by section 422 of the Code.

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   5.3. Option Price. The price at which shares of Stock may be purchased upon
the exercise of an Option (the "Option Price") shall be established by the
Committee or shall be determined by a method established by the Committee at
the time the Option is granted; provided, however, that in no event shall such
price be less than the greater of: (i) 100% of the Fair Market Value (as
defined in subsection 10.11) of a share of Stock as of the date on which the
Option is granted; or (ii) the par value of a share of Stock on such date.

   5.4. Vesting. An Option shall become exercisable as determined by the
Committee.

   5.5. Termination of Service. Unless otherwise designated by the Committee,
in the event of termination of the Participant's employment or other service
with the Company unexercised, unexpired Options shall be affected as follows:

   (a) If a Participant's employment or other service terminates for any reason
       other than for cause, retirement, death, or disability (as each such
       term is defined in a written agreement between such Participant and the
       Company, or if no such agreement exists, then as such terms are defined
       by the Committee from time to time), then all unexercised, unexpired
       Options, to the extent exercisable immediately before such termination,
       may be exercised in whole or in part, not later than the 90th day after
       such termination (but no later than the stated Expiration Date).

   (b) If a Participant's employment or other service terminates due to
       retirement (any termination of employment after age 65 other than for
       cause) from the Company, then all unexercised, unexpired Options,
       whether or not exercisable on the date of such termination, would be
       exercisable in whole or in part within one year after such termination
       date (but no later than the stated Expiration Date).

   (c) If a Participant's employment or other service terminates due to death
       or disability, then all unexercised, unexpired Options, whether or not
       exercisable on the date of such termination, may be exercised, in whole
       or in part, within six months after such termination (but no later than
       the stated Expiration Date). If such termination is due to death, the
       Option would be exercisable during the applicable period by the
       Participant's (i) personal representative or by the person to whom the
       Option is transferred by will or the applicable laws of descent and
       distribution, or (ii) a beneficiary designated in accordance with the
       Committee's rules.

   (d) If a Participant's employment or other service is terminated by the
       Company for cause (as determined by the Committee), all Options (whether
       or not then exercisable) which the Participant holds will automatically
       terminate effective immediately upon such termination.

   (e) Notwithstanding the foregoing, the Committee, in its sole discretion,
       may extend any of the time limits set forth in this Section 5.5 so as to
       permit any unexercised portion thereof to be exercised at any time
       within the time period established by the Committee. In no event shall
       the term of any Option be extended beyond the 10th anniversary of date
       an Option is granted.

   5.6. Exercise. Except as otherwise expressly provided in the Plan, an Option
may be exercised, in whole or in part, in accordance with terms and conditions
established by the Committee at the time of grant (or, if allowed by the Plan,
terms and conditions established by the Committee at any time prior to date on
which the Option is exercised); provided, however, that no Option shall be
exercisable after the Expiration Date (as defined in Section 9) applicable to
that Option. The full Option Price of each share of Stock purchased upon the
exercise of any Option shall be paid at the time of such exercise and, as soon
as practicable thereafter, a certificate representing the shares so purchased
shall be delivered to the person entitled thereto. The Option Price shall be
payable in cash, in shares of Stock previously acquired by the Participant,
which have been held by the Participant for at least six months (valued at Fair
Market Value as of the day of exercise), in any combination of cash and Stock,
or pursuant to any other method of payment approved in advance by the
Committee. The exercise of an Option will result in the surrender of the
corresponding rights under a tandem Stock Appreciation Right, if any.

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   6. Stock Appreciation Rights.

   6.1. Definition. Subject to the terms of this Section 6, a "Stock
Appreciation Right" granted under the Plan entitles the Participant to receive,
in cash or Stock, value equal to all or a portion of the excess of: (a) the
Fair Market Value of a specified number of shares of Stock at the time of
exercise; over (b) a specified price which shall not be less than 100% of the
Fair Market Value of the Stock at the time the Stock Appreciation Right is
granted, or, if granted in tandem with an Option, the exercise price with
respect to shares under the tandem Option.

   6.2. Exercise. If a Stock Appreciation Right is not in tandem with an
Option, then the Stock Appreciation Right shall be exercisable in accordance
with the terms established by the Committee in connection with such rights
after the Expiration Date applicable to that Stock Appreciation Right. If a
Stock Appreciation Right is in tandem with an Option, then the Stock
Appreciation Right shall be exercisable at the time the tandem Option is
exercisable. The exercise of a Stock Appreciation Right will result in the
surrender of the corresponding rights under the tandem Option.

   6.3. Settlement of Award. Upon the exercise of a Stock Appreciation Right,
the value to be distributed to the Participant, in accordance with subsection
6.1, shall be distributed in shares of Stock (valued at their Fair Market Value
at the time of exercise), in cash, or in a combination thereof, in the
discretion of the Committee.

   6.4. Post-Exercise Limitations. The Committee, in its discretion, may impose
such restrictions on shares of Stock acquired pursuant to the exercise of a
Stock Appreciation Right as it determines to be desirable, including, without
limitation, restrictions relating to disposition of the shares and forfeiture
restrictions based on service, performance, ownership of Stock by the
Participant, and such other factors as the Committee determines to be
appropriate.

   7. Stock Awards.

   7.1. Definition. Subject to the terms of this Section 7, a "Stock Award"
under the Plan is a grant of shares of Stock to a Participant, the earning,
vesting or distribution of which is subject to one or more conditions
established by the Committee. Such conditions may relate to events (such as
performance or continued service) occurring before or after the date the Stock
Award is granted, or the date the Stock is earned by, vested in or delivered to
the Participant. If the vesting of Stock Awards is subject to conditions
occurring after the date of grant, the period beginning on the date of grant of
a Stock Award and ending on the vesting or forfeiture of such Stock (as
applicable) is referred to as the "Restricted Period". Stock Awards may provide
for delivery of the shares of Stock at the time of grant, or may provide for a
deferred delivery date.

   7.2. Terms and Conditions of Awards. Beginning on the date of grant (or, if
later, the date of distribution) of shares of Stock comprising a Stock Award,
and including any applicable Restricted Period, the Participant, as owner of
such shares, shall have the right to vote such shares; provided, however, that
payment of dividends with respect to Stock Awards shall be subject to the
following:

   (a) On and after the date that a Participant has a fully earned and vested
       right to the shares comprising a Stock Award, and the shares have been
       distributed to the Participant, the Participant shall have all dividend
       rights (and other rights) of a stockholder with respect to such shares.

   (b) Prior to the date that a Participant has a fully earned and vested right
       to the shares comprising a Stock Award, the Committee, in its sole
       discretion, may award Dividend Rights (as defined below) with respect to
       such shares.

   (c) On and after the date that a Participant has a fully earned and vested
       right to the shares comprising a Stock Award, but before the shares have
       been distributed to the Participant, the Participant shall be entitled
       to Dividend Rights with respect to such shares, at the time and in the
       form determined by the Committee.

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A "Dividend Right" with respect to shares comprising a Stock Award shall
entitle the Participant, as of each dividend payment date, to an amount equal
to the dividends payable with respect to a share of Stock multiplied by the
number of such shares. Dividend Rights shall be settled in cash or in shares of
Stock, as determined by the Committee, shall be payable at the time and in the
form determined by the Committee, and shall be subject to such other terms and
conditions as the Committee may determine.

   8. Performance Units.

   8.1. Definition. Subject to the terms of this Section 8, the Award of
"Performance Units" under the Plan entitles the Participant to receive value
for the units at the end of a Performance Period to the extent provided under
the Award. The number of units earned, and the value received for them, will be
contingent on the degree to which the performance measures established at the
time of grant of the Award are met. For purposes of the Plan, the "Performance
Period" with respect to the award of any Performance Units shall be the period
over which the applicable performance is to be measured.

   8.2. Terms and Conditions of Awards. For each Participant, the Committee
will determine the value of Performance Units, which may be stated either in
cash or in units representing shares of Stock; the performance measures used
for determining whether the Performance Units are earned; the Performance
Period during which the performance measures will apply; the relationship
between the level of achievement of the performance measures and the degree to
which Performance Units are earned; whether, during or after the Performance
Period, any revision to the performance measures or Performance Period should
be made to reflect significant events or changes that occur during the
Performance Period; and the number of earned Performance Units that will be
paid in cash and the number of earned Performance Units to be paid in shares of
Stock.

   8.3. Settlement. Settlement of Performance Units shall be subject to the
following:

   (a) The Committee will compare the actual performance to the performance
       measures established for the Performance Period and determine the number
       of units as to which settlement is to be made, and the value of such
       units.

   (b) Settlement of units earned shall be wholly in cash, wholly in Stock or
       in a combination of the two, to be distributed in a lump sum or
       installments, as determined by the Committee.

   (c) For Performance Units stated in units representing shares of Stock when
       granted, one share of Stock will be distributed for each unit earned, or
       cash will be distributed for each unit earned equal to either (A) the
       Fair Market Value of a share of Stock as of the last day of the
       Performance Period or (B) the average Stock value over a period
       determined by the Committee.

   (d) For Performance Units stated in cash when granted, the value of each
       unit earned will be distributed in its initial cash value, or shares of
       Stock will be distributed based on the cash value of the units earned
       divided by (A) the Fair Market Value of a share of Stock at the end of
       the Performance Period or (B) the average Stock value over a period
       determined by the Committee.

   (e) Shares of Stock distributed in settlement of the units shall be subject
       to such vesting requirements and other conditions, if any, as the
       Committee shall determine.

   8.4. Termination During Performance Period. If a Participant's termination
of employment or other service with the Company occurs during a Performance
Period with respect to any Performance Units granted to him, the Committee may
determine that the Participant will be entitled to settlement of all or any
portion of the Performance Units as to which he would otherwise be eligible,
and may accelerate the determination of the value and settlement of such
Performance Units or make such other adjustments as the Committee, in its sole
discretion, deems desirable.

   9. Expiration of Awards. The "Expiration Date" with respect to an Award
under the Plan means the date established as the Expiration Date by the
Committee at the time of the grant; provided, however, that the

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Expiration Date with respect to any Award shall not be later than the ten-year
anniversary of the date on which the Award is granted. If a Stock Appreciation
Right is in tandem with an Option, then the "Expiration Date" for the Stock
Appreciation Right shall be the Expiration Date for the related Option.

   10. Miscellaneous.

   10.1. Compliance with Applicable Laws; Limits on Distribution. Distribution
of shares of Stock or other amounts under the Plan shall be subject to the
following:

   (a) Notwithstanding any other provision of the Plan, AirGate shall have no
       liability to deliver any shares of Stock under the Plan or make any
       other distribution of benefits under the Plan unless such delivery or
       distribution would comply with all applicable laws and the applicable
       regulations or requirements of any securities exchange or similar entity.

   (b) In the case of a Participant who is subject to Section 16(a) and 16(b)
       of the Exchange Act, the Committee may, at any time, add such conditions
       and limitations to any Award to such Participant, or any feature of any
       such Award, as the Committee, in its sole discretion, deems necessary to
       comply with Section 16(a) or 16(b) of the Exchange Act and the rules and
       regulations thereunder or to obtain any exemption therefrom.

   (c) To the extent that the Plan provides for issuance of certificates to
       reflect the transfer of shares of Stock, the transfer of such shares may
       be effected on a non-certificated basis, to the extent not prohibited by
       applicable law or the rules of any securities exchange or similar entity.

   (d) Prior to the delivery of any shares of Stock under the Plan, if the
       Committee deems it necessary to comply with applicable securities laws,
       AirGate may require a written statement that the recipient is acquiring
       the shares for investment and not for the purpose or with the intention
       of distributing the shares and will not dispose of them in violation of
       the registration requirements of the Securities Act of 1933.

   10.2. Performance-Based Compensation. To the extent that the Committee
determines that it is necessary or desirable to conform any Awards under the
Plan with the requirements applicable to "Performance-Based Compensation", as
that term is used in section 162(m)(4)(C) of the Code, it may, at or prior to
the time an Award is granted, take such steps and impose such restrictions with
respect to such Award as it determines to be necessary or desirable.

   10.3. Transferability. Each Award granted hereunder shall not be assignable
or transferable other than by will or the laws of descent and distribution and
may be exercised, during the Participant's lifetime, only by the Participant or
his or her guardian or legal representative, except that a Participant may in a
manner and to the extent permitted by the Committee (a) designate in writing a
beneficiary to exercise an Award after his or her death (provided, however,
that no such designation shall be effective unless received by the office of
AirGate designated for that purpose prior to the Participant's death) and (b)
if the Award expressly permits, transfer an Option (other than an Incentive
Stock Option) for no consideration to any (i) spouse, children or grandchildren
of the Participant (such individuals to be referred to as "Immediate Family"),
(ii) trust solely for the benefit of the Participant or any or all members of
the Participant's Immediate Family, (iii) partnership whose only partners are
the Participant or members of the Participant's Immediate Family, or (iv)
revocable inter vivos trust of which the Participant is both the settlor and a
trustee; provided, however, that the transferee shall agree to be subject to
all of the terms and conditions applicable to such Award prior to such transfer.

   10.4. Notices. Any notice or document required to be filed with the
Committee under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Committee, in care of AirGate, at its
principal executive offices. The Committee may, by advance written notice to
affected persons, revise such notice procedure from time to time. Any notice
required under the Plan (other than a notice of election) may be waived by the
person entitled to notice.

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   10.5. Withholding. The Company shall be entitled to deduct from any payment
under the Plan the amount of any tax required by law to be withheld with
respect to such payment or may require any participant to pay such amount to
the Company prior to and as a condition of making such payment. In addition,
the Committee may, in its discretion and subject to such rules as it may adopt
from time to time, permit a Participant to elect to have the Company withhold
from any payment under the Plan (or to have the Company accept from the
participant), for tax withholding purposes, shares of Stock, valued at their
Fair Market Value, but in no event shall the Fair Market Value of the number of
shares so withheld (or accepted) exceed the amount necessary to meet the
minimum Federal, state and local marginal tax rates then in effect that are
applicable to the Participant and to the particular transaction.

   10.6. Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not
inconsistent with the terms of the Plan, as the Committee shall require.

   10.7. Agreement With AirGate. At the time of an Award to a Participant under
the Plan, the Committee may require a Participant to enter into an agreement
with AirGate (the "Agreement") in a form specified by the Committee, agreeing
to the terms and conditions of the Plan and to such additional terms and
conditions, not inconsistent with the Plan, as the Committee may, in its sole
discretion, prescribe.

   10.8. Limitation of Implied Rights.

   (a) Neither a Participant nor any other person shall, by reason of the Plan,
       acquire any right in or title to any assets, funds or property of the
       Company whatsoever, including, without limitation, any specific funds,
       assets, or other property which the Company, in its sole discretion, may
       set aside in anticipation of a liability under the Plan. A Participant
       shall have only a contractual right to benefits or amounts, if any,
       payable under the Plan, unsecured by any assets of the Company. Nothing
       contained in the Plan shall constitute a guarantee by the Company that
       the assets of the Company shall be sufficient to pay any amounts or
       benefits to any person.

   (b) The Plan does not constitute a contract of employment or continued
       service, and selection as a Participant will not give any person the
       right to be retained in the employ or service of the Company, nor any
       right or claim to any benefit or payment under the Plan, unless such
       right or claim has specifically accrued under the terms of the Plan.
       Except as otherwise provided in the Plan, no Award under the Plan shall
       confer upon the holder thereof any right as a stockholder of AirGate
       prior to the date on which he fulfills all service requirements and
       other conditions for receipt of such rights.

   10.9. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information that the person acting on
it considers pertinent and reliable, and signed, made or presented by the
proper party or parties.

   10.10. Gender and Number. Where the context admits, words in one gender
shall include the other gender, words in the singular shall include the plural
and the plural shall include the singular.

   10.11. Definition of Fair Market Value. For purposes of the Plan, the "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.

<PAGE>

   11. Change in Control. All Options, Stock Appreciation Rights, Stock Awards
and Performance Units may vest upon a change in control as established by the
Committee.

   12. Amendment and Termination.

   The Board may, at any time, amend or terminate the Plan or any Award,
provided that, subject to subsection 4.4 (relating to certain adjustments to
shares), no amendment or termination may materially adversely affect the rights
of any Participant or beneficiary under any Award made under the Plan prior to
the date such amendment is adopted by the Board. Notwithstanding the foregoing
or any other provision of the Plan or any Award agreement, the Board or the
Committee may amend the Plan or the terms of any Award to the extent it deems
necessary to preserve pooling-of-interest accounting treatment for any
transaction which is intended to be accounted for through such accounting
method.

