EXHIBIT 10.45

                                 SEVERANCE PLAN

   This Severance Plan as described below will be effective from and after the
date of the closing of the merger (the "Closing Date") of Western Wireless
Corporation (the "Company") and ALLTEL Corporation (the "Merger") and is
applicable in the event of a Participant's "Qualifying Termination" (as defined
below) during the 2-year period immediately following the Closing Date of the
Merger. This Severance Plan shall be of no force and effect in the event that
the Merger is not consummated.

1. Full-time and part-time employees of the Company and its subsidiaries as of
   January 10, 2005, and any full-time and part-time employees who received and
   accepted an offer of employment with the Company prior to January 10, 2005,
   in each case who are employed as of the Closing Date ("Participants"), shall
   be eligible for the Severance Plan. Individuals whose employment terminates
   prior to the Closing Date will not be eligible for severance under this
   Severance Plan. For the purposes of this Severance Plan, employment with a
   subsidiary or affiliate of the Company (including, following the Closing
   Date, ALLTEL Corporation or one of its subsidiaries) shall be deemed to be
   employment with the Company.

2. Participants who immediately prior to the Closing Date (or at the time of the
   Qualifying Termination) are at position levels of Senior Vice President and
   above, will receive as severance pay at the next payroll period following a
   Qualifying Termination, a lump sum cash severance payment equal to the sum of
   (i) the Participant's annual salary in effect immediately prior to the date
   of the Participant's Qualifying Termination (the "Termination Date"), and
   (ii) the Participant's Target Bonus (as defined below) in effect for the
   fiscal year of the Qualifying Termination.

3. All other Participants will receive as severance pay at the next payroll
   period following a Qualifying Termination an amount equal to the greater of

   (a) the product of (i) the Participant's Monthly Compensation (as defined
       below) and (ii) the Participant's years of service and portions thereof
       with the Company, not to exceed twelve (12) years of service (by way of
       example, a Participant with 4 years and 3 months service with the Company
       shall receive severance pay in an amount equal to the product of the
       Participant's Monthly Compensation and 4.25); or

   (b) three (3) times the Participant's Monthly Compensation.

4. A Qualifying Termination shall occur upon a Participant's termination by the
   Company without Cause or as a result of death or disability, or by the
   Participant for Good Reason during the 2-year period immediately following
   the Closing Date.

5. Definitions:

      (a) "Cause" shall mean (i) a Participant's gross neglect or willful
          material breach of the Participant's principal employment
          responsibilities or duties, (ii) a final judicial adjudication that a
          Participant is guilty of a felony, (iii) fraudulent conduct as
          determined by a court of competent jurisdiction in the course of a
          Participant's



          employment with the Company, (iv) the unreasonable refusal by a
          Participant to perform the responsibilities or duties of the
          Participant's position in any material respect, or (v) the material
          breach by a Participant of any other term or condition of the
          Participant's employment with the Company, which, in the case of
          clauses (i), (iv) and (v) of this paragraph, continues uncured for a
          period of thirty (30) days after the Participant receives written
          notice thereof from the Company.

      (b) "Good Reason" shall mean, without the Participant's express written
          consent, (i) failure of the Company to pay, or reduction by the
          Company of, a Participant's total annual compensation (annual base
          salary plus Target Bonus), as reflected in the Company's payroll
          records for the Participant's last pay period immediately prior to the
          Closing Date; or (ii) the relocation of the principal place of a
          Participant's employment to a location that is more than 50 miles
          further from the Participant's principal residence than such principal
          place of employment immediately prior to the Closing Date.

      (c) "Monthly Compensation" means one twelfth (1/12) of the sum of a
          Participant's (i) annual base salary as in effect immediately prior to
          the Termination Date; and (ii) Target Bonus, if any, in effect for the
          fiscal year of the Qualifying Termination. Monthly Compensation for
          Participants who are part-time employees shall not exceed 50% of the
          Monthly Compensation of a similarly-situated regular full-time
          employee. Monthly Compensation shall not include monthly auto
          allowance, if any.

      (d) "Target Bonus" means 100% of the Participant's target bonus for the
          applicable fiscal year. In the case of a Participant on a sales
          commission plan, it means 100% of the Participant's total annual
          target commission (the product of the Participant's monthly target
          commission and 12) for the applicable fiscal year. In either case, if
          the Qualifying Termination occurs prior to the determination of such
          Target Bonus for the fiscal year of the Qualifying Termination, such
          Target Bonus shall be the Target Bonus for the prior fiscal year.
          Target Bonus shall not include any amounts payable under the Company's
          2005 Team Performance Bonus Plan.

6. Participants who (a) voluntarily resign, (b) are terminated for Cause; or (c)
   resign after being offered a comparable position with the Company (i) at the
   same location; and (ii) with an annual base salary and Target Bonus, as
   applicable, the total of which is the same as or higher than that in effect
   as of immediately prior to the Closing Date, will not receive a severance
   payment.

7. In the case of the Qualifying Termination of a Participant who has an
   agreement with the Company entered into prior to January 10, 2005
   ("Pre-Existing Agreement") which provides for severance pay in the case of
   involuntary termination of the Participant's employment without cause or a
   constructive termination of the Participant's employment for good reason,
   that Participant shall receive (i) as severance pay an amount which is the
   greater of the severance payments provided for by this Severance Plan and the
   Pre-Existing Agreement, and (ii)

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   such other benefits or payments, if any, provided for in the Pre-Existing
   Agreement. Except as set forth herein, any Pre-Existing Agreement shall
   continue in full force and effect.

8. Any dispute or controversy arising under or in connection with this Severance
   Program shall be settled exclusively by arbitration in Seattle, Washington.
   Judgment may be entered on the arbitrator's award in any jurisdiction.

9. This Severance Plan shall be governed by and construed in accordance with the
   laws of the state of Washington.

10.  This Severance Plan shall be administered by John Stanton or his designee
    (the "Administrator"), who shall have discretionary authority with respect
    to the interpretation and application of the Severance Plan. The decision of
    the Administrator upon all matters within the scope of its authority shall
    be conclusive and binding on all parties. The Administrator shall be
    indemnified for all good faith actions taken in connection with the
    Severance Plan, to the fullest extent permitted by applicable law.

11.  For purposes of this Severance Plan, employment by the Company shall
    include employment by the subsidiaries and affiliates of the Company,
    including, following the Closing Date, ALLTEL Corporation and its
    subsidiaries.

12.  This Severance Plan shall be binding upon any successor of the Company,
    including, following the Closing Date, ALLTEL Corporation and its
    subsidiaries.

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