
                                                                    Exhibit 10.2











                                AIRGATE PCS, INC.

                     NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

                        Effective Date: January 22, 2003


































Prepared By:
Legal Department
AirGate PCS, Inc.
233 Peachtree Street, NE
Suite 1700
Atlanta, GA


<PAGE>

                                AIRGATE PCS, INC.
                               AMENDED AND STATED
                     NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

1.   Name  of  Plan.  This  plan  shall  be  known  as the  "AirGate  PCS,  Inc.
     Non-Employee  Director  Compensation Plan" and is referred to herein as the
     "Plan."

2.   Purposes of Plan.  The purposes of the Plan are (i) to enable  AirGate PCS,
     Inc. (the "Company") to retain qualified  individuals to serve as Directors
     by providing for their compensation and (ii) to further align the interests
     of Directors with the interests of shareholders of the Company by providing
     them with equity-based compensation.

3.   Effective Date and Term. The Plan as originally adopted was effective as of
     May 1, 2001. The amendment and  restatement of such plan is effective as of
     January 22,  2003.  The Plan shall  remain in effect  until  terminated  by
     action of the Board.

4.   Definitions. The following terms shall the meanings set forth below:

          "Annual  Meeting" means an annual meeting of the  shareholders  of the
          Company.

          "Annual Retainer" means for any Plan Year (A) $15,000 for Participants
          who chair one or more Board  committees  and (B) $10,000 for all other
          Participants, or such other amounts specified from time to time by the
          Board.  The Annual  Retainer  for any  partial  Plan Year shall be pro
          rated.

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

          "Committee" means the Compensation and Governance Committee.

          "Common  Stock"  means  the  common  stock,  $0.01 par  value,  of the
          Company.

          "Company"  means  AirGate  PCS,  Inc.,  a  Delaware  corporation,  its
          successors and assigns.

          "Director" means a member of the Board.

          "Management Plan" means the AirGate PCS, Inc. 2002 Long-Term Incentive
          Plan, and any subsequent  plan approved by the Board and designated as
          the Management Plan for purposes of this Plan.

          "Non-Employee Director" means a Director who is not an employee of the
          Company.

          "Options" means options to purchase shares of Common Stock.

          "Participant" has the meaning set forth in Section 5.

          "Plan" means this AirGate PCS, Inc. Amended and Restated  Non-Employee
          Director Compensation Plan.

          "Plan  Year"  means  each  period  beginning  on the date of an Annual
          Meeting and ending on the day before the next Annual Meeting.

          "Restricted  Stock" means shares of Common Stock which are forfeitable
          and nontransferable until they vest in accordance with their terms.

          "Fair  Market  Value"  of the  Common  Stock as of any day  means  the
          average of the highest and lowest  sales price for one share of Common
          Stock sold during normal  business hours on Nasdaq on the  immediately
          preceding trading day, as reported in The Wall Street Journal.

5.   Eligible  Participants.  Any  Non-Employee  Director who is a  Non-Employee
     Director on the Effective  Date or becomes a  Non-Employee  Director  while
     this Plan is in effect shall be a  Participant,  except that (i)  Directors
     who are former  employees  shall not be eligible to be a Participant  for a
     period of one year following the date of termination of employment and (ii)
     during any period a  Director  is (A)  nominated  by a  shareholder  of the
     Company  which  owns  more  than  50,000  shares  of  Common  Stock and (B)
     prohibited  from  participating  in this Plan by the  shareholder  or their
     employer or (C) otherwise waives participation,  such Director shall not be
     a Participant.

6.  Annual Retainer.

     (a)  Cash Payments. In consideration for his or her services as a Director,
          each Participant shall receive an amount equal to the Annual Retainer.
          To the extent not  elected  to be  received  in the form of Options or
          Restricted  Stock,  as provided  herein,  the Annual Retainer shall be
          paid in cash in equal  monthly  installments,  provided  that  partial
          months  shall be pro rated to reflect  the  actual  days in such month
          served as a Director.

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     (b)  Option Election.  For each Plan Year beginning in 2002 and thereafter,
          Participants  may elect to receive 50% or more of the Annual  Retainer
          (the "Options  Election Amount") in Options having a value (determined
          in accordance with the  Black-Scholes  option valuation method or such
          other  valuation  method  approved by the Committee) on the grant date
          equal  to  the  Options  Election  Amount.   Subject  to  there  being
          sufficient shares available under the Management Plan for such awards,
          as  determined  by the  Committee,  the Options shall be issued on the
          first day of the Plan Year to which such Annual  Retainer  relates and
          shall  vest  on the  first  day  of  the  following  Plan  Year.  If a
          Participant  receiving  such Options  ceases to be a Director prior to
          vesting,  a pro rata portion of such Options shall vest on the date of
          termination,  based on the number of full months  during the Plan Year
          in which the Participant served as a Director.

     (c)  Stock Election.  In the event that Restricted  Stock is authorized for
          issuance  under the  Management  Plan, for each Plan Year beginning in
          2002 and thereafter,  Participants may elect to receive 50% or more of
          the Annual Retainer (the "Stock Election  Amount") in Restricted Stock
          having a Fair  Market  Value on the date of grant  equal to the  Stock
          Election Amount. The Restricted Stock shall be issued on the first day
          of the Plan Year to which such Annual Retainer  relates and shall vest
          on  the  first  day of  the  following  Plan  Year.  If a  Participant
          receiving  such  Restricted  Stock  ceases to be a  Director  prior to
          vesting, a pro rata portion of such Restricted Stock shall vest on the
          date of  termination,  based on the number of full  months  during the
          Plan Year in which the Participant served as a Director.

     (d)  Timing  and  Form  of  Elections.  Elections  to  receive  Options  or
          Restricted  Stock in lieu of cash,  must be submitted on the dates, in
          the forms and under such terms as the  Secretary of the Company  shall
          determine.  To the extent that the total  elections to receive Options
          or  Restricted  Stock  under the Plan for a given Plan Year exceed the
          shares then  available  under the  Management  Plan,  such Options and
          Restricted  Stock shall be granted pro rata among the  Participants so
          electing such equity awards,  and any excess Election Amounts shall be
          paid to the Participants in cash on the first day of the Plan Year.

7.  Meeting Fees.

     (a)  Each  Participant  shall receive a meeting fee for Board and committee
          meetings he or she attends according to the following schedule:

          i.   Meeting of more than 4 hours--$3,000

          ii.  Meeting of less than 4 hours--$1,500

          iii.Telephone conference of more than 4 hours--$1,500

          iv.  Telephone conference of less than 4 hours--$750

     (b)  Participants  will not receive separate meeting fees for meetings held
          on the same  day,  but all  meetings  held on the  same  day  shall be
          aggregated for determining  the number of hours of meetings  attended.
          If a Participant  participates in a meeting by phone, such Participant
          shall be paid as if the meeting were by teleconference.

8.  Stock Options.

     (a)  Initial  Grant.  For each  Participant  joining the Board on and after
          January 1, 2003,  such  Participant  shall receive an initial grant of
          Options to acquire  10,000 shares of Common  Stock.  The Options shall
          vest in three  equal  installments  on the first day of each Plan Year
          after the date of grant and shall have an exercise  price equal to the
          Fair Market Value of the Common Stock on the date of grant.

     (b)  Annual Grant.  Effective as of January 1, 2003, each Participant shall
          also  receive a grant of  Options to  acquire  7,500  shares of Common
          Stock on the first day of each Plan Year.  The  Options  shall vest on
          the first day of the next Plan Year and shall have an  exercise  price
          equal to the Fair  Market  Value  of the  Common  Stock on the date of
          grant.

     (c)  Single  Upfront Grant In Lieu of Annual  Grant.  In lieu of the annual
          grant  provided  in Section  8(b),  Participants  may elect to receive
          three years of Options in a single upfront grant of Options to acquire
          22,500  shares of  Common  Stock.  If the  Participant  makes  such an
          election,  the Options shall vest in three equal  installments  on the
          first day of each Plan Year  after the date of grant and shall have an
          exercise  price equal to the Fair Market  Value of the Common Stock on
          the date of grant.

<PAGE>


     (d)  Transition.  Robert A.  Ferchat  and Barry J.  Schiffman  shall not be
          eligible to receive the initial grant described in Section 8(a) above,
          and Robert A. Ferchat has received 15,000 Options  pursuant to Section
          8(c),  which  shall be  credited  against  the 22,500  Options and the
          remainder shall be issued on March 4, 2003.

     (e)  Form of Options.  The Options  shall be in the form and have the terms
          set  forth in the form of  Option  attached  as  Exhibit  A, with such
          changes  as  shall be  deemed  necessary  or  desirable  by the  Chief
          Executive  Officer and the  Secretary.  Each  Option may contain  such
          other terms and  conditions as the Committee may  determine;  provided
          that such other terms and  conditions  are not  inconsistent  with the
          provisions of this Plan.

9.   Travel  Expense  Reimbursement.  All  Participants  shall be reimbursed for
     reasonable travel expenses (including spouse's expenses to attend events to
     which spouses are invited) in connection with attendance at meetings of the
     Board and its  Directors,  or other  Company  functions  at which the Chief
     Executive  Officer  requests the Participant to participate.  If the travel
     expense  is  related  to the  reimbursement  of  commercial  airfare,  such
     reimbursement  will not exceed first class fare.  If the travel  expense is
     related to reimbursement of non-commercial  air travel,  such reimbursement
     shall not  exceed  the rate for  comparable  travel by means of  commercial
     airlines.

10.  Insurance.  The Company shall maintain  director's and officer's  insurance
     with reputable carriers of at least $15 million.

11.  Adjustments.  In the event a stock  dividend  is  declared  upon the Common
     Stock,  the number of Options to be granted to  Participants  in accordance
     with Section 8 hereof shall be increased proportionally,  and the shares of
     Common Stock then subject to each Option shall be increased proportionately
     without any change in the aggregate  exercise price therefor.  In the event
     the Common Stock shall be changed into or exchanged for a different  number
     or class of shares of stock or  securities  of the  Company  or of  another
     corporation,    whether    through    reorganization,     recapitalization,
     reclassification,  share exchange,  stock split-up,  combination of shares,
     merger or consolidation,  or otherwise, the number of Options to be granted
     to  Participants  in  accordance  with  Section 8 hereof  shall be adjusted
     proportionately,  and the Options and awards of  Restricted  Stock  granted
     pursuant to the Plan shall be adjusted as provided in the Management Plan.

12.  Amendment, Modification and Termination of Plan. The Board may, at any time
     and  from  time to time,  amend,  modify  or  terminate  the  Plan  without
     stockholder or Participant approval;  provided, however, that the Board may
     condition any amendment or  modification on the approval of stockholders of
     the Company if such approval is necessary or deemed  advisable with respect
     to tax,  securities or other applicable laws,  policies or regulations.  No
     amendment,  modification or termination of the Plan shall adversely  affect
     any  outstanding  Option or  Restricted  Stock  award,  without the written
     consent of the Participant.

13.  Amendment,  Modification or Termination of Outstanding Options. At any time
     and from time to time,  the  Board  may  amend,  modify  or  terminate  any
     outstanding Option without approval of the Participant;  provided, however,
     that,  subject  to the  terms  of the  applicable  Option  Agreement,  such
     amendment, modification or termination shall not, without the Participant's
     consent,  reduce or diminish the value of such Option  determined as if the
     Option had been exercised,  vested,  cashed in or otherwise  settled on the
     date of such amendment or termination.

14.  No Stockholder's  Rights. No Option gives the Participant any of the rights
     of a stockholder of the Company unless and until shares of Common Stock are
     in fact issued to such person in connection with such Option.

15.  No Right to Continued Board Membership.  Nothing in the Plan shall limit in
     any way the right of the Board to nominate any Director for  reelection  by
     the  Company's  shareholders  or  limit  the  rights  of the  Board  or the
     shareholders to remove any Directors.

16.  Unfunded  Status of Plan. The Plan is intended to be an "unfunded" plan for
     incentive and deferred compensation of Non-Employee Directors. With respect
     to any payments  not yet made to a  Participant,  nothing  contained in the
     Plan shall give the Participant any rights that are greater than those of a
     general  creditor of the Company.  The Committee may authorize the creation
     of trusts or other  arrangements to meet the obligations  created under the
     Plan to deliver Common Stock or make payments,  so long as the existence of
     such trusts or other arrangements is consistent with the unfunded nature of
     the Plan.

17.  Administration.  The Plan shall be  administered  by the  Committee,  which
     shall have full authority to construe and interpret the Plan, to establish,
     amend and rescind rules and  regulations  relating to the Plan, and to take
     all such actions and make such  determinations  in connection with the Plan
     as it may deem necessary or desirable.

18.  Fractional  Shares.  No fractional  shares of Stock shall be issued and the
     Committee  shall  determine,  in its  discretion,  whether such  fractional
     shares shall be disregarded or eliminated by rounding up.

19.  Government  Regulations.  The  obligation of the Company issue Common Stock
     pursuant to the Plan or upon the exercise of Options or otherwise  shall be
     subject  to all  applicable  laws,  rules,  and  regulations,  and to  such
     approvals by government  agencies as may be required.  The Company shall be
     under no obligation to register under the 1933 Act, or any state securities
     act, any of the shares of Common Stock issued in connection  with the Plan.
     The transfer of shares  issued in  connection  with the Plan may in certain
     circumstances  be exempt  from  registration  under  the 1933 Act,  and the
     Company may restrict the transfer of such shares in such manner as it deems
     advisable to ensure the availability of any such exemption.

20.  Governing  Law. To the extent not governed by federal law, the Plan and all
     Options and  Restricted  Stock shall be  construed in  accordance  with and
     governed by the laws of the State of Delaware.

21.  Number and Source of Shares  Available.  All Options and  Restricted  Stock
     issued under the Plan shall  automatically  be granted under the Management
     Plan and shall reduce the number of shares  available  under the Management
     Plan. The terms contained in the Management Plan are incorporated  into and
     made a part of this Plan with  respect  to  Options  and  Restricted  Stock
     granted  pursuant  hereto  and any such  awards  shall be  governed  by and
     construed  in  accordance  with the  Management  Plan.  In the event of any
     actual or alleged  conflict  between the provisions of the Management  Plan
     and the  provisions of this Plan,  the  provisions of the  Management  Plan
     shall be controlling and determinative.

22.  Miscellaneous.

     (a)  The expenses of administering the Plan shall be borne by the Company.

     (b)  The  titles  and  headings  of  the  Sections  in  the  Plan  are  for
          convenience of reference  only, and in the event of any conflict,  the
          text of the Plan, rather than such titles or headings, shall control.

     (c)  Except where  otherwise  indicated by the context,  any masculine term
          used herein also shall include the feminine;  the plural shall include
          the singular and the singular shall include the plural.

<PAGE>

                                     SUMMARY

               Changes to Non-Employee Director Compensation Plan

 --Maintain the $10,000 annual retainer for regular Board service

 --Increase the Committee Chair annual retainer from $2,000 to $5,000

 --Introduce the payment of meeting fees for Board and Committee meetings

*    Full-day meetings (4 hours or more)                     $  3,000

*    Half-day meetings (less than 4 hours)                   $  1,500

*    Full-day telephonic meetings (4 hours or more)          $  1,500

*    Half-day telephonic meetings (less than 4 hours)        $    750

--Increase  the size of stock  option  grants to increase  the  magnitude of the
equity  element of the  compensation  package  and to provide  more  appropriate
equity-based  expected  value  (in  view of the  <$2.00  stock  price  that  has
prevailed  for the last seven months) - reassess size of grants when stock price
increases to $20.00

*    Initial grants - made upon first  election to the Board,  increase the size
     of grant to 10,000 shares, with three-year installment vesting

*    Annual grants  Initial - increase the size of grant to 7,500  shares,  with
     one-year vesting

*    Consider  mandatory holding period of "net shares" (after tax) for one-year
     following exercise

--Implement  a special cash  retention  award to be paid to  individual  Outside
Directors

*    To provide  inducement  for, and  recognition  of, Board service  during an
     exceptionally difficult period

*    "One-time"  event,  unless  AirGate  PCS feels that  additional  awards are
     needed in the  future - awards  are  anticipated  to be  granted  to active
     Outside  Directors  during 2003 - both  continuing  Directors and Directors
     newly elected in 2003

|_|  Aggregate  cash award of $50,000  per  Outside  Director to be paid in four
     installments of $12,500 every six months, with the first payment to be made
     on the later of July 1, 2003 or six-months following the Director's date of
     initial election to the Board


