<PAGE>

EXHIBIT 10.1

EXECUTION COPY

 

VOTING AGREEMENT

VOTING AGREEMENT (this "Agreement") dated as of January 9, 2005, among

ALLTEL Corporation, a corporation organized under the laws of the State of

Delaware ("Parent"), and each person listed on the signature page hereof as a

shareholder (each, a "Shareholder" and, collectively, the "Shareholders").

RECITALS

A. Western Wireless Corporation is a corporation organized under the laws

of the State of Washington (the "Company"). Each Shareholder "beneficially owns"

(as such term is defined in Rule 13d-3 promulgated under the Securities Exchange

Act of 1934, as amended) and is entitled to dispose of (or to direct the

disposition of) and to vote (or to direct the voting of) the number of shares of

Class A Common Stock, no par value per share, of the Company (the "Class A

Common Stock") and of Class B Common Stock, no par value per share, of the

Company (the "Class B Common Stock" and, together with the Class A Common Stock,

the "Common Stock") set forth opposite such Shareholder's name on Schedule A

hereto (such shares of Common Stock, together with all other shares of capital

stock of the Company acquired by any Shareholder after the date hereof and

during the term of this Agreement, being collectively referred to herein as the

"Subject Shares").

B. Concurrently with the execution and delivery of this Agreement, Parent,

Wigeon Acquisition LLC, a limited liability company organized under the laws of

the State of Washington ("Merger Sub"), and the Company are entering into an

Agreement and Plan of Merger (the "Merger Agreement") providing for the merger

of the Company with and into Merger Sub, with Merger Sub surviving the Merger

(the "Merger") upon the terms and subject to the conditions set forth therein.

C. As a condition to entering into the Merger Agreement, Parent has

required that the Shareholders enter into this Agreement, and the Shareholders

desire to enter into this Agreement to induce Parent to enter into the Merger

Agreement.

D. The Board of Directors of the Company has taken all actions so that the

restrictions contained in the Company's articles of incorporation and the

Washington Business Corporation Act (the "WBCA") applicable to a "significant

business transaction" (as defined in Section 23B.19 of the WBCA) will not apply

to the execution, delivery or performance of this Agreement or the Merger

Agreement, or to the consummation of the Merger, this Agreement and the Merger

Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual premises,

representations, warranties, covenants and agreements contained herein, the

parties hereto, intending to be legally bound, hereby agree as follows:

<PAGE>

1. Representations and Warranties of Each Shareholder.

Each Shareholder, jointly and severally, represents and warrants to Parent

as follows:

(a) Authority. Such Shareholder, if not an individual, is duly

organized, validly existing and in good standing under the laws of its

jurisdiction of incorporation or organization (as applicable). Such Shareholder

has all requisite legal power (corporate or other) and authority to execute and

deliver this Agreement and to consummate the transactions contemplated hereby.

This Agreement has been duly authorized, executed and delivered by such

Shareholder and constitutes a valid and binding obligation of such Shareholder

enforceable in accordance with its terms subject to (i) bankruptcy, insolvency,

moratorium and other similar laws now or hereafter in effect relating to or

affecting creditors' rights generally, and (ii) general principles of equity

(regardless of whether considered in a proceeding at law or in equity). If such

Shareholder is married and the Subject Shares of such Shareholder constitute

community property or otherwise need spousal or other approval for this

Agreement to be legal, valid and binding with respect to such Subject Shares,

this Agreement has been duly authorized, executed and delivered by, and

constitutes a valid and binding agreement of, such Shareholder's spouse,

enforceable against such spouse in accordance with its terms subject to (i)

bankruptcy, insolvency, moratorium and other similar laws now or hereafter in

effect relating to or affecting creditors' rights generally, and (ii) general

principles of equity (regardless of whether considered in a proceeding at law or

in equity). If such Shareholder is a trust, no consent of any beneficiary is

required for the execution and delivery of this Agreement or the consummation of

the transactions contemplated hereby.

(b) No Conflicts. (i) No filing by any Shareholder with any

governmental body or authority, and no authorization, consent or approval of any

other person is necessary for the execution of this Agreement by any Shareholder

and the consummation by any Shareholder of the transactions contemplated hereby

and (ii) none of the execution and delivery of this Agreement by such

Shareholders, the consummation by any Shareholder of the transactions

contemplated hereby or compliance by any Shareholder with any of the provisions

hereof shall (A) if such shareholder is not an individual, conflict with or

result in any breach of the organizational documents of any Shareholder, (B)

result in, or give rise to, a violation or breach of or a default under (with or

without notice or lapse of time, or both) any of the terms of any material

contract, trust agreement, loan or credit agreement, note, bond, mortgage,

indenture, lease, permit, understanding, agreement or other instrument or

obligation to which any Shareholder is a party or by which any Shareholder or

any of its Subject Shares or assets may be bound, or (C) violate any applicable

order, writ, injunction, decree, judgment, statute, rule or regulation, except

for any of the foregoing as would not reasonably be expected to prevent any

Shareholder from performing its obligations under this Agreement.

(c) The Subject Shares. Schedule A sets forth, opposite each

Shareholder's name, the number of Subject Shares over which such Shareholder has

record or beneficial ownership as of the date hereof. As of the date hereof,

each Shareholder is the record or beneficial owner of the Subject Shares denoted

as being

 

 

2

<PAGE>

owned by such Shareholder on Schedule A (or is trustee of a trust that is the

record holder of and whose beneficiaries are the beneficial owners of such

Subject Shares) and has the sole power to vote (or cause to be voted) such

Subject Shares. Except as set forth on such Schedule A, no Shareholder nor any

controlled affiliate of a Shareholder owns or holds any right to acquire any

additional shares of any class of capital stock of the Company or other

securities of the Company or any interest therein or any voting rights with

respect to any securities of the Company. Each Shareholder has good and valid

title to the Subject Shares denoted as being owned by such Shareholder on

Schedule A, free and clear of any and all pledges, mortgages, liens, charges,

proxies, voting agreements, encumbrances, adverse claims, options, security

interests and demands of any nature or kind whatsoever, other than those created

by this Agreement, as disclosed on Schedule A, or as would not prevent any

Shareholder from performing its obligations under this Agreement.

(d) Reliance By Parent. Such Shareholder understands and

acknowledges that Parent is entering into, and causing Merger Sub to enter into,

the Merger Agreement in reliance upon such Shareholder's execution and delivery

of this Agreement.

(e) Litigation. As of the date hereof, there is no action,

proceeding or investigation pending or threatened against such Shareholder that

questions the validity of this Agreement or any action taken or to be taken by

such Shareholder in connection with this Agreement.

2. Representations and Warranties of Parent.

Parent hereby represents and warrants to the Shareholders as follows:

(a) Due Organization, etc. Parent is duly organized, validly

existing and in good standing under the laws of the State of Delaware. Parent

has all requisite corporate power and authority to execute and deliver this

Agreement and to consummate the transactions contemplated hereby. This Agreement

has been duly authorized, executed and delivered by Parent and constitutes a

valid and binding obligation of Parent enforceable in accordance with its terms

subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or

hereafter in effect relating to or affecting creditors' rights generally, and

(ii) general principles of equity (regardless of whether considered in a

proceeding at law or in equity).

(b) Conflicts. (i) No filing by Parent with any governmental body or

authority, and no authorization, consent or approval of any other person is

necessary for the execution of this Agreement by Parent and the consummation by

Parent of the transactions contemplated hereby and (ii) none of the execution

and delivery of this Agreement by Parent, the consummation by Parent of the

transactions contemplated hereby or compliance by Parent with any of the

provisions hereof shall (A) conflict with or result in any breach of the

organizational documents of Parent, (B) result in, or give rise to, a violation

or breach of or a default under (with or without notice or lapse of time, or

both) any of the terms of any material contract, loan or credit agreement, note,

bond,

 

 

3

<PAGE>

mortgage, indenture, lease, permit, understanding, agreement or other instrument

or obligation to which Parent is a party or by which Parent or any of its assets

may be bound, or (C) violate any applicable order, writ, injunction, decree,

judgment, statute, rule or regulation, except for any of the foregoing as would

not prevent Parent from performing its obligations under this Agreement.

(c) Reliance by the Shareholders. Parent understands and

acknowledges that the Shareholders are entering into this Agreement in reliance

upon the execution and delivery of the Merger Agreement by Parent.

3. Covenants of Each Shareholder.

Until the termination of this Agreement in accordance with Section 5, each

Shareholder, in its capacity as such, agrees as follows:

(a) At the Company Meeting or at any adjournment, postponement or

continuation thereof or in any other circumstances occurring prior to the

Company Meeting upon which a vote, consent or other approval (including by

written consent) with respect to the Merger and the Merger Agreement is sought ,

each Shareholder shall vote (or cause to be vo