Fallen Heroes of Operation Iraqi Freedom

Remembering the servicemembers who died in the service of their country.

Army Master Sgt. William L. Payne

46, of Otsego, Michigan.
Payne was examining unexploded ordnance in Haswah, Iraq when the ordnance exploded causing his death. He was assigned to 2nd Battalion, 70th Armor Regiment, Fort Riley, Kansas. Died on May 16, 2003.

Payne leaves behind a wife, Karin, and two sons, John, 21, and Nick, 15.

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The Iraq Page - Master Sgt. William L. Payne
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"During the invasion north, he was the TC for our tracked vehicle designated Mixed Nuts as he was responsible for three LTs (MI, CHEM, and EN). We went to war with him but he was always there for everyone."
Major (then 1LT) Jon-Paul Leos of San Antonio, TX

"I remember being a lost Private, nominated for solider of the quarter and Top Payne was on my board. I didn't win and walking back to Cobra Company 2/70AR, with my head down, feeling like a failure....Top Payne, said, "Private Bubny, get the bleep over here!" He then proceeded to remind me of the few bonehead wrong answers I gave but in typical Top Payne fashion, told me that some day I was going to make one hell of an NCO. A year and a half later, I got my stripes and those words never left the back of mind....Thanks Top...I'll never forget the man you were. Hard, fair, motivating and one of best NCO's I ever met!"
Sgt. Chris Bubny of Orlando, FL

"MSG Payne, I often remember our conversations and the advice you gave me as a 2LT. I try my best to pass those lessons on to others whenever appropriate. Your mentorship continues to mean a great deal to me. You are a true hero."
Christian of Baltimore

"First Sergeant Payne "TOP" was an outstanding soldier, man, and friend. I served as his training NCO for a year at Fort Riley. I had the extreme privilege of serving him daily. I learned how to be an NCO under his reign and took those lessons with me throughout my 21 year career in the Army. I am deeply saddened by his loss and please accept my sincere condolences."
Samuel Minton, SFC (Retired) of El Paso, Texas

"Day is gone, gone the sun, from the hills, from the sky.
All is well, safely rest, safely rest, all is well.
Fading light dims the sight, and a star gems the sky.
Gleaming bright from afar, drawing nigh, falls the night.
Dear one, rest!

Memorial Day 2014
Gone but never forgotten!"
Karin Payne of Corpus Christi, Tx

"I miss you Top....you taught me how to be an NCO...Your a great friend....theres not a morning i wake or a night i lay down to sleep that you dont cross my mind....You left a great legacy of great leaders that learned to lead from you....LOVE YOU TOP PAYNE"
SGT ROBERT MILLER of buffalo wyoming

"1sg Payne you were one of my 1st first sergeants it was great serving under you. You are and never will be forgotten 2/70 Ar always"
Vet Ssg Perez, David R of Lancaster, CA USA

"M/Sgt Payne,
Sir, I would just like to say thank you for your service and sacrifice for our Country-not just during OIF-but alsw when you served in Desert Storm as well. And to your family and loved ones, I wish to extend my deepest sympathy."
Mike C. of El Paso, Texas

"I meet and became friends with Bill when he as a tank commander in A Co. 2/32 AR. BN. Kirchgeons Germany. Karin, I am sorry your loss."
Terry L. Roberts of Tucson, Arizona


"As a young E-5, I will never forget our journey during OIF I. MSG Payne took it upon himself as the great leader he was to wake up in the middle of the night check on Soldiers and keep us at ease regardless of the danger ahead."

"What I remember about MSG Payne is that he didnt take any crap from anybody. He was the type of person that I wanted to be and I believe that everybody had my same opinion. A lot of soldiers that I knew feared him. I didnt I respected him and still do to this day. His devistating death touch everyone that was apart of 2/70th armor. The last thing I want to say Is he didnt know me very well but, I miss him a lot, he brought out the best in everybody."
SGT Ronald Breeze of Grovecity, Ohio

"During my last assignment before retiring, Bill was my 1SG. We had a circle of friends that used to go to each others houses to have a good time. Fentons, Lilygrens, Donaldsons, Levers, Padgetts, Lawrences, Heards, and a few others. Everyone was pretty much welcomed by Bill and Karin and their boys. MAJ Geisbert was my commander then. We used to joke about some of Bill's expressions, like "Tell your idiots." Bill loved to hunt, especially elk. Once he was talking about it, saying," I Love elk. If there was a recipe for elk nut stew, I'd probly make that.""
Tom Smith of Butler, PA

"I was serching for some help to complete a poem to my wife - it began with "Grace is what you showed me when we first met" - google brought me to your memorial page. I salute you Msgt William L. Payne.

I am a former Marine and we could have been contemporaries. All I can say is God Bless you and your family - and - Semper Fi."
Dimitrios Kaparos of Tenafly, NJ

"”Honor and Remember” - “Project Compassion” We love our Soldiers! We love our country and we cannot express enough love and compassion to the families of our fallen heroes. War does not discriminate – It breaks our hearts to see the faces of the fallen. We want to give this gift to the hero’s Mother, Father and/or spouse. We are a 501c3 nonprofit organization! Almost 2,000 portraits have been completed and shipped to the parents and or spouse - at no cost as this is a gift from one American to another!
This is a gift! We have wonderful sponsors who help with the costs, and want you know that everyone here at Project Compassion does and will always CARE.
Contact us directly at Projectcompassion@manti.com or go to www.heropaintings.com . If you have already had a portrait completed, we pray that you are enjoying the portrait and God Bless You.
Sincerely and Respectfully,

"1SG Payne was the 1SG of Bravo Company when I arrived at FT. Riley back in about 1998. I had been in the Army for several years by then and 1SG Payne was exactly what a 1SG should have been. He was firm fair and consistent. I can still remember at the end of formations when he would always ask everyone if they had any gripes, complaints or snide remarks.... Like anyone would have been brave enough to make them!!!
He is fondly remembered by many."
Shawn McClay of Hutchinson, Ks

"MSG Payne was the father I never had. I tell stories of him often and not a day goes by that I don't think of him. On Memorial Day I flew a flag in his memory here in Tallil, Iraq. Never in my life did I think I would be here once without him, let alone twice without him. I can not get in my car or truck without putting on my seatbelt because he is always looking over my shoulder telling me to "put it on"! He was a mentor and a powerful leader. He will forever be in my heart. Karin, may god bless you and one day I hope see you again.

SPC Naomi Smith (Sheldon)
1st Armored Division, 3rd Brigade, S4"
SPC Smith, Naomi of McKinney, TX

"To this day I measure the quality of a company 1SG against the standard that 1SG Payne showed me as a new 2LT."
MAJ Steven Cole of Ft Myer, VA

"I always remember 1SG Payne during an inspection asking me Miller are you a "Killer". Man that guy could motivate anyone. He was a great NCO and I was deeply saddened that I never got to properly say good bye to him. The last time I talked to him in the states he told me I don't think you brigade recon boys are even going to go. 1SG you are gone but not forgotten."
SSG Tim Miller of Windsor CA

"I was shocked beyond belief to find out that 1SG Payne was no longer with us. I still recall the days of him standing out in front of formation, telling the other 1SG's just what he thought. He was never worried about ruffling anyone's feathers, not even the CSM's. He was a major influence to me in the military and how I looked at and compared other 1SGs to. Never did I come across another that quite measured up to him.

He was there for me and my family when we lost our daughter at Ft. Riley. He understood the tragedy we went through and supported us through it all. He was a mentor and a friend.

1SG Payne, you will never be forgotten by my family or by me. God bless you."
Charles Bertrand of Clarksville, TN

"Thanks for all the notices on here. Guess, Bill is gone, but not forgotten!
If anyone would like to get in touch with me, my e-mail is karinpayne@hotmail.com"
Karin of C.C. TX

"Karin, Haeme and I give our sincerest condolence for your loss. We have all lost a great friend and person with Bill's loss. I was reminscing last night about my time in the Army. I was wondering what happened to some of the soldiers I served with. We were shocked to see that Bill was one of the soldiers killed in Iraq. We all tend to get caught up in our own worlds and not see the world change around us.
Bill and I go back a long time. We first met in 1975 when we were assigned to the Headquarters tank section of 2/67 AR 2nd AD, Ft. Hood, TX. I remember one time about six of us bought a cooler of beer and went to the drive in theater on Rancier in Killeen. We got so drunk we almost burnt Bill,s new Ford pick-up truck up. Bill was always a fun loving person. Another time when we went on Brigade 75 from Texas to Grafenwohr for 6 months. It was in Feburary of 1976 and very cold in the motor pool. Back then we had what was called straight 60,s. Old tankers will know what I,m talking about. We had 1 working heater in our 3 tanks. Me ,Bill, this guy named Caldwell wanted to get in our tank to turn on the heater and get warm. Bill climbed up on the tank first and opened the loaders hatch. The tank was packed with a bunch of guys from the mortar platoon. We were pissed. Bill suggested that we plug the heater exhaust to make the heater shut off and fill the tank with smoke. That would make everyone get out of the tank and we could get in after the smoke cleared out. I said we should pull the Tarp over the turret to make it harder for them to get out. So I stood by the heater exhaust outside the tank while Bill climbed up on the tank to pull the tarp over the turret. With my gloved hand I pushed a can over the heater exhaust and Bill pulled the tarp. The ones in tank started coughing and tried to open the loaders hatch. The tarp was over it but couldn't stop it from opening. They were cursing and coughing as they fought with the hatch trying to push it open. We were all laughing at them as they tried to get out of the tank. Caldwell and I said "RUN" but Bill was still up on the tank. So Bill jumped from one tank to the next. There was ice on the next tank Bill did not see. He slipped on that ice and bounced chest first into the side of that tank then down into the track of the tank with ice on it. Kind of like a ping pong ball. He got up and ran over to us. We did'nt know what was funnier, watching the guy's try to get out of the tank or seeing Bill bounce between two tanks. Bill laughed with us. He was great. Our military careers criss-crossed over time. I retired in 1998 and have gotten older, but I always remember my military service. But when I remember those times, I always remember Bill "Pugsley" Payne. I am proud to say he was and will always be my friend."
Robert L. Dycus of Florida

"MSG payne I seemed to always end up on your "details" you gave me advice and talked to me, I looked up to you like a father, we joked alot and as a SPC its rare because of the rank difference but MSG payne was different, he was a MAN amung men and his garden was taken care of in his memory, he will always be in my memory...for the family members you have my complete condolences as you gave the greatest sacrifice....be well"
John Schneider of harrisonville, Mo USA

"January 19, 2008
To the family of Master Sgt. William L. Payne:
William gave the ultimate sacrifice and will be held in the hearts of Americans forever. I cannot and will not let our fallen heroes be forgotten. My deepest sympathy to you. "Some gave all."
Peggy Childers
"Don't Let The Memory Of Them Drift Away"
Peggy Childers of Carson City, NV

"Master Sgt Payne,
I would like to say thank you for your service and sacrifice for our Country. And to your family and loved ones, I wish to extend my deepest sympathy. After reading all the reflections left here for you all I can say is that I wish that I had the privilege of serving with you when I was in the Military. You lived the NCO Creed.

"Strike Swiftly"(70th Armor Motto)"

"I was stationed with Bill at Fort Knox, KY when we were both instructors in the Master Gunner Branch. His dedication to duty was exemplary and his sense of humor made him a joy to work with. Over the years, I have found myself remembering some of the things that he did while we were instructors that made me and the studens laugh.

I understand his going to the war. During the first Gulf War, the instructors of the Master Gunner Branch wanted to return to our old units to be with those we had trained, but were not allowed to do so. One of my greatest regrets in life was leaving the 2nd ACR the year before the war. Bill did what we all wished we could."
Timothy J. Riley, MSG (RET) of Owensboro, KY

Halfway down the trail to hell,
in a shady nmeadow green,
Are the souls of our dead troopers camped
Near a good old-time canteen,
And this eternal resting place
is known as Fiddlers Green.

Marching past, striaght through to hell,
The Infantry are seen,
Accompanyied by the Engineers,
Artillery and Marines,
For none but the shades of Cavalrymen
Dismount at Fiddlers Green.

Though some go curving down the trail
To seek a warmer scene,
No trooper ever gets to hell
Ere he's emptied his canteen,
And so rides back to drink again
With friends at Fiddlers Green.
And so when man and horse go down
Beneath a saber keen,
Or in a roaring charge of fierce melee
You stop a bullet clean
And the hostile come to get your scalp
Just empty your canteen,
And put your pistol to your head
And go to Fiddlers Green.
Autor unknown.
You always like this poem. I remember when you recited it so many times. I thought you were crazy.
I love you and miss you, even so you have been gone for 4 years. Still in my heart and always will be!!
Your loving wife"
karin of J.C. KS

"I will never forget the first time I met 1SG Payne. I was just a private out of AIT there was a bunch of us waiting to go to NTC and he was walking through the barracks with his hat on. He looked me in the eyes and asked me if I thought he should take he hat off. Being the smart-* that I am, I said "You are setting the example First Sergeant!" He had a sly smirk on his face and told me that he was in charge and if I was in the Army as long as him I could wear my hat in the building. The next time I saw him he was shaking my hand as we were getting off the bus from NTC. This time he just smiled and said "Welcome Back!" I will never forget you Top!!"
SPC (P) Licher, Wesley J of FOB Warhorse, IRAQ (Ft Carson, CO)

"Today, 20 Sept. you would be 50 years old! Gone 3 years,4 month and 4 days. I miss you so very much!
Always and forever in my heart!"
Karin of J.C. KS

"TOP PAYNE... The best memory I have, is when I was first assigned to the Brigade, you fought for me to be assigned to 2-70th Armor. You could tell that I didn't need to be stuck in the S-3 shop, and that I should be in a platoon with the rest of the "bug eatin' Scouts". My first cup of coffee during the war came from none other than MSG Payne. Thank you for seeing the Scout in me. Thank you for being the kind of leader who didn't care about what anyone thought as long as you were taking care of Soldiers and accomplishing missions. I will never forget you!!!"
SSG Jeremy S. Strasser of Holstein, Iowa

"MSG PAYNE. Its been just over three years since you left. I can still hear you calling us "those bug-eattin' Scouts!". I will never forget that fateful day- We ("Horse 5" & "Horse 6") were chasing the "mad mortarman" after a recent attack and the call came over the radio that we lost "Thunder 2N". We were all devastated. I not only lost a comrade, a leader I looked up to, a coffee drinking buddy; but a small piece of me died that day too.Time wont heal this wound. You'll never be forgotten!"
John W. Norman (SSG) of Chambersburg, Pa. U.S.

"I served under 1SG Payne as the B Co. Communications Specialist, and he was the first face I saw at Ft. Riley. He was hard, (even threatened to kill me once or twice, in a "friendly" manor), but he was fair. I have never to this day seen an NCO so willing to go to bat for his Soldiers, and fight as fiercly as he did to protect them. My condolences to 1SG's family and friends, and to the Bountyhunters and Thunderbolts who lost a great leader, mentor and friend."
SGT Thompson, Jusitn J. (Bounty Commo) of Bagram AB, Afghanistan

"I served with MSG Payne with 2/70th AR BN Ft Riley Kansas as my 1SG. I always say no payne no gain..I was only a PV2 when I served under him. 1SG Payne is a very tough one, but he showed us how to become a leader and the same time taking care of soldiers. 1SG you showed me a great deal of example how to become a mean, good and fair NCO which Im wearing today, because from the beginning you became my 1SG you showed a good example which I idolized till this day. Thank you and may your soul rest in peace..Bounty Hunters all the way ..SGT Cabulong"
SGT Cabulong of West Covina, CA

"To the family of:William L. Payne I am so sorry for the loss of your love one. He died a hero defending freedom. May you have the peace and understanding that only comes from God. Prayerfully, we will meet in Heaven one day where we will rest in the arms of Jesus. If you need prayer or need someone to talk to, please call or write my pastor: Rev. John Pearrell, Gateway Community Church, 11677 Brown Bridge Rd., Covington, GA 30016. (770)787-1015. Your friend in Jesus Christ,"
Polly Ballew of Covington,Ga

"I want to thank my heroe Master Sgt. William Payne for everything he taught me when we were growing up. One thing that had always stuck with me, and I'm telling my kids the same thing, Billy always said; If your going to do something, do it right or don't do it at all. Dad, Jimmy, Tammy and me know Master Sgt William L.Payne as, Billy. We always could depend on him for advice, we may not have liked what he said at the time, but over the years I have remembered what he would tell me, and say; {twenty years later} oh, thats what Billy meant when he was trying to tell me, whatever it was, and it would all come together, Billy always followed through with what he said he would do. When he was younger like 11 or 12 Him and Jimmy always played "Army" so when he enlisted it didn't surprise us any. I think Mom was upset,what mother wouldn't be, but she knew that is what he wanted to do. In 1986 Billy,Karin John and Nick were stationed in Germany when Mom was in a car accident and in the hospital for 4 days before she died. Billy tried to get there as fast as he could but Mom died when he was in flight, and he didn't get to see her before she passed. I know that was hard for Billy. After Fourteen years I know our Mother was on the other side of the gates with open arms waiting for Billy. I miss you both so much, someday we'll meet again.

{Billy's little sister}"
Deanna Bodden (Payne) of Lewiston, Idaho

"To the family and friends of Master Sgt. William Payne:
May God's grace be with you during your time of grief. Please know that our thoughts and prayers are with you and we feel your loss and share in your sorrow. Top thanks for the sacrifices you made to make a better life for the rest of us.""
Willie Cunningham (SFC Ret.) of Radcliff, KY

"The loss of MSG Payne was devistating to the soldiers of 2/70th Armor Thunderbolts and his family. I have nothing but great mememories of him and how much fun he was to be around. I had known him for about ten years and he was my mentor, friend, boss, teacher and away from home father. He was a hard charger and meant business everyday he came to work. You wont find a anyone that will say a bad thing about him. I remember many of times when I had a bad day he would take me aside and help me and then remind me how other people had it worse and it made me feel better. He would help anybody and was always there to answer questions or tell you how to do it better. I spoke at his memorial service in Iraq and there wasnt a dry eye around. That is how much he meant to us all. He lost his life doing what he loved and helping others.

Just before we left for the war, we had a long conversation, which I tried to visit him everyday. The discussion was about him retiring and if he would. He looked me straight in the eye and said Brad I cant do that. I asked him why he had done enough. He told me that he couldnt because his soldiers,including myself were going to fight and he wouldnt leave there side. He explained how it was truely and honor to serve with these men and he would be proud to wear the combat patch from this Battalion. To him it was still his guard watch. He shook my hand and said now get back to work. But that was his way, hard but fair and expected the job to be done. So at his memorial service I placed his patch on his photo and let him know it was my turn to pull watch.

It was truely an honor and those around him to serve with him. Karin I remember him everyday and I am deeply sadend for your family's loss. He taught me alot of what I know and just wish and hope I can match up to him. The time he took with training me and teaching me about being a leader kept my men alive. I will never forget him and some day I hope to see him again. I know he was looking over us everyday with a smile at the job we accomplished. My thoughts and prayers are with you.
SFC Bradley Combs of Ekron, KY

"It's been 2 years today, 2 very long years without you!! We miss you very much and you will always be loved by us.
Your loving family
Karin, John & Nicholas"
Karin Payne of Junction City, KS

"I miss you Bill!! I'll always love you!! You are the love of my life!!!
Your Proud Wife"
Karin G Payne of junction city, ks

"Wild Bill, MSG Payne... I was his OIC for OIF. At the begining of the war he asked me what I need him to do. I told him to keep the three Lieutenants on his track straight, and safe. He did that. I just wish he could have come home with us. Thanks Top, I will miss you."
Major Jim Phillips, S-2, 2-70 AR BN of Kathleen, Georgia

"In Loving Memory..Its been a year..

At the rising of the sun and at its going down, We remember them.
At the blowing of the wind and in the chill of Winter, We remember them.
At the opening of buds and in the rebirth of Spring, We remember them.
At the blueness of the skies and in the warmth of Summer, We remember them.
At the rustling of leaves and the beauty of Autumn, We remember them.
At the beginning of the year and when it ends, We remember them.
As long as we live, they too will live;
for they are now a part of us, as we remember them.
Rest in Peace Dear Soldier! We will NEVER FORGET!!"
The Grogan Family of Lakeland, TN

Please KNOW so many people share your sadness, and we are remembering your family in your loss and your deep grief. Your HERO, Williams, will be remembered by name. Our thoughts and prayers are with you. God Bless you. Pat & Sandi Breckenridge from Montana "

"Sergeant Payne, goodbye soldier and thank you. You are my hero."
Bill of Houston, Texas

"I first met Top Payne when I reported in at B.CO. 2/70AR Ft. Riley, Kansas. He was the first person I met and the last person I will remember. When me and my family first got there, he took care of us and made sure that we had everything we needed. He was always there to listen to any problem or concern. The one thing that I always will remember is his fairness. He may not have been a big man in size, but he will always be a giant to me. I will never forget him and he will always have my respect and gratitude. He touched the lives of everyone he encountered and I believe I am a better person for knowing him. Those who came to know Top Payne, should consider themselves fortunate. It is not very often that you encounter someone of his compassion, fairness, and commitment to his troops. I am proud to have know him and to serve under him. My condolences go to his family and friends. Take comfort in know that he will not be forgotten and that those who knew him, are somehow a little bit better than they were."
Kevin Peters of Alabama, USA

"I will always have very fond memories of William Payne that date back to when we were together in Germany back in the early 80s. He was always the go to guy and someone that gained great respect. I remember that we could always go to him with our problems because he cared. I will miss you."
Paul Souza of New Bedford Ma

"Thank you Williams Payne, you will not be forgotten. Your bravery goes beyond words. I want to express my deepest gratitude for your sacrifice. To the family and friends, my prayers and deep condolences in your loss. May God strengthen you from knowing that fellow Americans and people around the world care about you and grieve with you in your loss. God bless you all. A very appreciative fellow American,"
Leo Titus of Grayslake, Illinios

"My name is Sgt Porterfield (now medically retired) I worked day in and day out with 1SG Payne in Bravo Company 2/70th AR. I was the orderly room clerk. For those who don’t know what that is I was his personal assistant kind of like Radar O'Riely from Mash... Anyway his loss came as quite a shock to me, this was a man so darn tough even the CSM would turn the corner and hide if he thought Payne was mad at him!!! yet his tough exterior was often hiding a kind and gentle interior, he was there for me when my mother past away, and was the first to tell me to take a few days rest... he also came to the hospital to be at my side several times when I would black out (I have problems with the Vegas nerves controlling my heart)this man was always there for his men...ALWAYS
This man who wasn't very tall in stature, had everyone around him "looking up " to him. this man "William L. Payne" will be remebered by many as Tough, Fair and True to his men. It was truly an honor to have known him, and the influence he had in my life will be past on to my children... his values and honor are the very thing that makes great men great, these are values all men should share with all the children in the world... William L. Payne did that. Thanks 1SG"
Daniel Porterfield of E-town, KY

"To the Family, Friends, and Soldiers who served with 1SGT Payne i am sorry for our loss. My name is Sean West and i served as a Specialist in HHC 3rd BDE with this great man. He was always awesome to be around even when he was dogging you out. I was walked away with a smile on my face when i left the orderly room. This was a man that you had to love, even if you didn't want to. I just learned of this loss and can not express enough how sorry i am. My wife also served in HHC 3rd Bde at the same time and neither of us can think of a time that was bad with this man. May God watch over you all and comfort you."
Sean E. West of Flatwoods, Ky

"To the family and friends of Master Sgt. William Payne:
May God's grace be with you during your time of grief. Please know that our thoughts and prayers are with you and we feel your loss and share in your sorrow. Bless William for the sacrifice he has made to make a better life for the rest of us."
The Ford Family of Wells, Nevada

"To the family and friends of Master Sgt. William Payne:
I am saddened by the loss of your loved one. He will always be remembered as a hero for fighting for freedom. I hope that this website will be a source of comfort and encouragement for you during this difficult time, and in the future as you recall the memories of William, who continues to live on in your heart."
Tim Rivera, of Powder Springs, Georgia

Honor them by remembering... Freedom - is their gift to us But his soul goes marching on