Friedman Kaplan is advising Western Wireless Corporation (Nasdaq: WWCA) in connection with its merger agreement with ALLTEL Corporation (NYSE: AT). In this stock-and-cash acquisition of Western Wireless by ALLTEL valued at approximately $6 billion, ALLTEL will gain about 1.4 million domestic wireless customers in 19 western and midwestern states that are contiguous to existing properties, giving ALLTEL 10 million domestic wireless customers in 33 states and creating additional scale and scope in attractive and complementary markets. It also adds 1.6 million international customers in six countries.

Friedman Kaplan partners Barry A. Adelman and Gregg S. Lerner, who have represented Western Wireless since its formation, are advising Western Wireless in connection with the transaction, along with counsel Norman Alpert and associates Craig J. Codlin and John E. Freeland. Wachtell Lipton Rosen & Katz partners Daniel A. Neff and Mark Gordon and associate Umut Ergun are also advising Western Wireless in connection with the transaction. Bear, Stearns & Co. Inc. is serving as Western Wireless's investment banker.

Under the terms of the merger agreement, approved by the boards of both companies, each share of Western Wireless common stock will be exchanged for .535 shares of ALLTEL common stock and $9.25 in cash. Western Wireless shareholders will have the right to make an all-stock or all-cash election, subject to proration. In the aggregate, ALLTEL will issue approximately 60 million shares of stock and pay approximately $1 billion in cash. ALLTEL also will assume estimated net debt of $1.5 billion.

The transaction is subject to regulatory approvals, approval by Western Wireless shareholders, and customary closing conditions. The transaction is expected to be completed by mid-year 2005.

Western Wireless Corporation, owner of the Cellular One brand, is a leading provider of rural wireless communications services to more than 1.4 million customers in the western United States. Headquartered in Bellevue, Washington, Western Wireless Corporation operates wireless cellular phone systems and company-owned retail stores in 19 western states under the Western Wireless and Cellular One brand names and licenses the Cellular One name in 16 additional states and the Caribbean. Cellular One has been one of America's most recognized wireless brands for more than 20 years. More information about Western Wireless Corporation may be found at www.WesternWireless.com. Information on Cellular One may be found at www.CellularOne.com.

ALLTEL Corporation is a customer-focused communications company with more than 13 million customers and $8 billion in annual revenues. ALLTEL provides wireless, local telephone, long-distance, Internet and high-speed data services to residential and business customers in 26 states.