WESTERN WIRELESS CORP
EXHIBIT 10.45
<DOCUMENT>
<TYPE>EX-10.45
<SEQUENCE>7
<FILENAME>v72556ex10-45.txt
<DESCRIPTION>EXHIBIT 10.45
<TEXT>

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                                                                  EXHIBIT 10.45


January 22, 2001

Gerald J. Baker
3650 131st Avenue SE
Bellevue, WA 98006

Dear Jerry:


This letter (the "Letter Agreement") sets forth the terms of your employment
with Western Wireless Corporation ("WWC"), effective February 1, 2001.

1.      Your title will be Senior Vice President, Engineering and Technical
        Operations. In that capacity you will report to the President of WWC
        (the "President").

2.      Your responsibilities will include supervision of all engineering and
        technical operations functions, together with such other duties as may
        be assigned to you by the President. You will devote substantially all
        of your business time and attention to the obligations delineated in
        this Letter Agreement.

3.      Your base compensation will be $150,000, payable in accordance with
        standard payroll practices of WWC. In addition, you will have an
        opportunity, as determined by WWC, to earn a performance bonus targeted
        at $60,000 per year, to be paid quarterly. You will also receive options
        to purchase 25,000 shares of WWC's common stock in connection with the
        Company's FY2001 option grant, and will be eligible to continue, during
        the course of your employment, participation in the option program at a
        level to be determined by WWC. Your options will have a 4-year vesting
        and shall contain change of control language consistent with other
        officers of WWC. It is understood that nothing contained herein will
        prevent WWC, in its sole and absolute discretion, from, at any time,
        increasing your compensation, either permanently or for a limited
        period, whether in base compensation, by bonus or otherwise, if WWC in
        its sole discretion, shall deem it advisable to do so in order to
        recognize and fairly compensate you for the value of your services to
        WWC; provided, however, that nothing contained in this paragraph three
        shall in any manner obligate WWC to make any such increase or provide
        any such additional compensation or benefits.

4.      WWC will reimburse you for all reasonable out-of-pocket business
        expenses paid or incurred by you in connection with the performance of
        your duties, upon submission of signed, itemized lists of such expenses
        on general forms established for that purpose by WWC.

5.      You will be entitled to participate in all group health and insurance
        programs and all other fringe benefit or retirement plans or other plans
        effective generally with respect to executives of WWC.

6.      To the extent you have been granted Performance Units in the Western
        Wireless International Corporation 1998 Stock Appreciation Plan
        (hereinafter "Plan") as of the date of this letter, those Units will
        continue to vest during your employment with WWC and be governed by the
        terms and conditions of the Plan. As set forth in the Plan, if you
        terminate your employment with WWC and any of its subsidiaries,
        including Western Wireless International, your rights with respect to
        the Units will terminate and be forfeited.


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7.      WWC will enter into an Indemnification Agreement with you pursuant to
        which WWC will agree to indemnify you against certain liabilities
        arising by reason of your affiliation with WWC.

8.      (a) Notwithstanding any other provision of this Letter Agreement, your
        employment by WWC may be terminated by WWC at any time, with or without
        Cause, as defined below. In the event of a termination for Cause you
        will have no rights to severance payments. Termination for "Cause" means
        (i) your gross neglect or willful material breach of your principal
        employment responsibilities or duties, (ii) a final judicial
        adjudication that you are guilty of a felony, (iii) fraudulent conduct
        as determined by a court of competent jurisdiction in the course of your
        employment with WWC or any of its subsidiaries, (iv) the breach by you
        of the covenant set forth in paragraph nine, below, or (v) the material
        breach by you of any other provision of this Letter Agreement which
        continues uncured for a period of thirty (30) days after notice thereof
        by WWC. In the event of your voluntary termination of employment with
        WWC, you will have no rights to severance benefits.

        (b) In the event of an involuntary termination for other than Cause
        (which shall include your resignation as a direct result of (i) a
        reduction in your base compensation and/or incentive bonus target
        percentage, or (ii) the material breach by the Company of any provision
        of this Letter Agreement which continues uncured for a period of thirty
        (30) days after notice thereof by you), then (A) you will be entitled to
        receive a severance payment in an amount equal to your accrued but
        unpaid existing annual targeted incentive bonus through the date of
        termination, 6 months of your then base compensation and an amount equal
        to 6 months of your existing annual targeted incentive bonus; (B) WWC
        will, at its expense, make all COBRA benefit payments on behalf of you
        and your dependents for six (6) months following such involuntary
        termination; and (C) with respect to any stock options previously
        granted to you by WWC which remain unvested at the time of the
        involuntary termination, notwithstanding the vesting language in the
        stock option agreement pursuant to which such options were granted,
        there shall be immediate vesting of that portion of each such grant of
        unvested stock options as equals the product of the total number of such
        options under such grant which remain unvested multiplied by a fraction
        the numerator of which is the sum of (i) the number of days from the
        date on which the last vesting of options under such grant took place to
        and including the date on which the termination occurs plus (ii) 183 and
        the denominator of which is the number of days remaining from the date
        on which the last vesting of options under such grant took place to and
        including the date on which the final vesting under such grant would
        have occurred.

        Your death or permanent disability will be deemed an involuntary
        termination for other than Cause. "Permanent disability" shall mean your
        inability substantially to render the services required hereunder for
        eight (8) months in any eighteen (18) month period because of a physical
        or mental condition, it being understood that until you have received
        notice from WWC terminating this Letter Agreement, you will continue to
        receive your base compensation and all other benefits to which you are
        entitled under this Letter Agreement.

        (c) You agree that upon termination of your employment by WWC for any
        reason you will surrender to WWC all proprietary records, lists and
        other documents obtained by you or entrusted to you during the course of
        your employment by WWC, together with all copies of all such documents.

9.      You agree not to disclose at any time, whether during the term of this
        Letter Agreement or thereafter, any secret or confidential information
        relating to WWC's or any of its subsidiaries' businesses, financial
        condition or prospects, which information you have obtained while
        employed by WWC or by any of its subsidiaries or any of the predecessors
        in interest of any of


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        them, except (i) as may be required in furtherance of the businesses of
        WWC or of any of its subsidiaries, (ii) with WWC's express prior written
        consent, (iii) if such information is made generally available to the
        public through no fault of yours, or (iv) if such disclosure is required
        by applicable law or regulation or by legal process and then only with
        prompt written notice to WWC in advance of any such disclosure.

10.     You agree that, during the term of your employment by WWC and for a
        period of one (1) year immediately following the termination of your
        employment with WWC for any reason whatsoever, you will not, either
        directly or indirectly, for compensation or any other consideration,
        individually or as an employee, broker, agent, consultant, lender,
        contractor, advisor, solicitor, stockholder (provided that ownership of
        5% or less of the outstanding stock of any corporation listed on a
        national securities exchange is not prohibited), proprietor, partner, or
        person having any other material economic interest in, affiliated with
        or rendering services to any other entity, engage in or provide services
        to or for a business that is substantially the same as or similar to
        WWC's or its subsidiaries businesses and which competes within the
        applicable commercial mobile radio services markets serviced by WWC or
        its subsidiaries, directly or indirectly.

11.     This Letter Agreement contains the entire agreement between you and WWC
        with respect to your employment by WWC, other than human resource and
        corporate policies which are to be executed by all employees. This
        Letter Agreement may not be amended, waived, changed, modified or
        discharged except by an instrument in writing executed by or on behalf
        of you and WWC.

12.     All notices, requests, demands and other communications with respect to
        this Letter Agreement will be in writing and will be deemed to have been
        duly given if delivered by hand, registered or certified mail (first
        class postage and fees prepaid, return receipt requested), telecopier or
        overnight courier guaranteeing next-day delivery, as follows:

        a)      to WWC:
                Western Wireless Corporation
                3650 - 131st Avenue SE, #400
                Bellevue, Washington  98006
                Attention:  President
                Telecopier:  (425) 586-8102

        b)      to you:
                Gerald J. Baker
                3650 131st Avenue SE
                Bellevue, WA 98006

        and/or to such other persons and addresses as either you or WWC has
        specified in writing to the other by notice as aforesaid.

13.     If any part of this Letter Agreement is hereafter construed to be
        invalid or unenforceable in any jurisdiction, the same will not affect
        the remainder of the Letter Agreement or the enforceability of such part
        in any other jurisdiction, which will be given full effect, without
        regard to the invalid portions or the enforceability in such other
        jurisdiction. If any part of this Letter Agreement is held to be
        unenforceable because of the scope thereof, you and WWC agree that the
        court making such determination will have the power to reduce the
        duration and/or area of such provision and,


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        in its reduced form, said provision shall be enforceable; provided,
        however, that such court's determination will not affect the
        enforceability of this Letter Agreement in any other jurisdiction beyond
        such court's authority.

14.     This Letter Agreement will be governed by and construed and interpreted
        in accordance with the laws of the State of Washington without reference
        to conflicts of laws principles.


Please signify your acceptance of the terms of this Letter Agreement by signing
where indicated below.



                                              Sincerely yours,


                                              WESTERN WIRELESS CORPORATION

                                              By: /s/ Mikal J. Thomsen
                                                  ----------------------------
                                                      Mikal J. Thomsen
                                                      President



AGREED TO AND ACCEPTED:

 /s/ Gerald J. Baker
-----------------------------------
Gerald J. Baker
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