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                                                                   EXHIBIT 10.44

                              RETENTION BONUS PLAN

      This Retention Bonus Plan as described below has been established in
connection with proposed merger of Western Wireless Corporation ("Company") and
ALLTEL Corporation (the "Merger") and is effective as of January 10, 2005.

   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 employee who received
      and accepted an offer of employment with the Company prior to January 10,
      2005 and in each case who are employed by the Company through the
      retention bonus payment dates as described herein (hereinafter
      "Participants") shall be eligible for the Retention Bonus Plan and may be
      eligible to receive a retention bonus (a "Retention Bonus") subject to the
      terms and conditions of this Retention Bonus Plan. For the purposes of
      this Retention Bonus 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. The Company has established a retention bonus pool with an intended
      aggregate payout amount of $20 million (the "Retention Pool") to be
      allocated to the Participants in amounts determined by the Administrator
      and as described herein. The Retention Pool shall be paid in cash through
      the regular payroll process. The Retention Pool will have Participants in
      three employment categories:

         a. Designated key managers ("Key Managers") of the Company will be
            eligible for a Retention Bonus equal to 3, 6, or 12 times their
            Monthly Base Salary ("Key Manager Retention Bonus"), as determined
            by the Administrator. 50% of the Key Manager Retention Bonus will be
            paid at the next payroll period following the closing date of the
            Merger (the "Closing Date") and the remaining 50% of the Key Manager
            Retention Bonus will be paid at the next payroll period following
            the sixth month anniversary of the Closing Date, subject to the
            Participant's continued employment through such payment dates. Key
            Managers shall receive written confirmation of the amount of his or
            her Key Manager Retention Bonus.

         b. Certain Customer cCare eEmployees as designated by the Administrator
            will be eligible for a Retention Bonus equal to the greater of
            $5,000 or 3 times their Monthly Base Salary. 50% of the Retention
            Bonus will be paid at the next payroll period following the Closing
            Date and the remaining 50% of the Retention Bonus will be paid at
            the next payroll period following the sixth month anniversary of the
            Closing Date, subject in each case to the Participant's continued
            employment through such payment dates.

         c. The remaining Participants ("Other Participants") will be eligible
            for a Retention Bonus equal to the greater of $3,000 or 1 times
            their

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            Monthly Base Salary. 100% of this Retention Bonus will be paid at
            the next payroll period following the Closing Date, subject to the
            Participant's continued employment through such date.

  3.  A Participant who is a part-time employee has the same rights and is
      subject to the same terms and conditions under this Retention Bonus Plan
      as a similarly-situated full-time employee, except the a Participant who
      is a part-time employee shall be eligible for a Retention Bonus equal to
      50% of the Retention Bonus payable to a similarly-situated full-time
      employee.

  3.4. In the event of the Merger is terminated or abandoned (i) the first
      Retention Bonus payment due to Key Managers and Designated Customer Care
      Employees will be paid at the next payroll period following the 1-month
      anniversary of such termination, and the second Retention Bonus payment
      (if applicable) will be paid at the next payroll period following the
      7-month anniversary of such termination, subject to those Participants'
      continued employment through such payment dates; and (ii) the Retention
      Bonus due to Other Participants will be paid at the next payroll period
      following the 1-month anniversary of such termination or abandonment,
      subject to the Participant's continued employment through such payment
      date.

  4.5. INotwithstanding the foregoing requirement for continued employment, in
      the event a Participant incurs a Qualifying Termination of employment
      prior to a scheduled Retention Bonus payment date, the unpaid amount of
      any Retention Bonus for which such Participant is eligible will be paid to
      such Participant at the next payroll period following the Qualifying
      Termination. Any portion of the Retention Pool that is forfeited by a
      Participant may be reallocated by the Administrator to remaining
      Participants as the Administrator may determine after consultation with
      ALLTEL Corporation from and after the Closing Date.

  5.6. A Qualifying Termination shall occur upon a Participant's termination by
      the Company without Cause or by the Participant for Good Reason during the
      2-year period immediately following the Closing Date.

7. Definitions:

   6.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
      or any of its subsidiaries, (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,
      including as set forth in sections (i), (iv) and (v) of this paragraph,
      which continues

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      uncured for a period of thirty (30) days after the Participant receives
      written notice thereof from the Company.

   7.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 Base Salary" shall mean one twelfth (1/12) of the Participant's
      annual base salary as in effect as of January 10, 2005.

   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.

8. 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 the unpaid
   portion of any Retention Bonus for which the Participant was otherwise
   eligible.

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

10. This Retention Bonus Plan shall be governed by and construed in accordance
   with the laws of the state of Washington.

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11. This Retention Bonus 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 Retention Bonus 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
    Retention Bonus Plan, to the fullest extent permitted by applicable law.

12. This Retention Bonus Plan shall be binding upon any successor of the
    Company, including ALLTEL Corporation.

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