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                                                      S&C Draft of April 1, 1998



                          WESTERN WIRELESS CORPORATION

                       CLASS A COMMON STOCK, NO PAR VALUE

                      UNDERWRITING AGREEMENT (U.S. VERSION)

                                                                  April __, 1998


Goldman, Sachs & Co.,
[Name(s) of Co-Representative(s)]
 As representatives of the several Underwriters
    named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:

        Certain shareholders named in Schedule II hereto (the "Selling
Shareholders") of Western Wireless Corporation, a Washington corporation (the
"Company"), propose, subject to the terms and conditions stated herein, to sell
to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate
of ____ shares (the "Firm Shares") and, at the election of the Underwriters, up
to ___ additional shares (the "Optional Shares") of Class A Common Stock, no par
value per share ("Stock"), of the Company (the Firm Shares and the Optional
Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are
herein collectively called the "Shares").

        It is understood and agreed to by all parties that the Company and the
Selling Shareholders are concurrently entering into an agreement (the
"International Underwriting Agreement") providing for the sale by the Selling
Shareholders of up to a total of _______ shares of Stock (the "International
Shares"), including the overallotment option thereunder, through arrangements
with certain underwriters outside the United States (the "International
Underwriters"), for whom Goldman Sachs International,
____________________________ , and _________________________________ are acting
as lead managers. Anything herein or therein to the contrary notwithstanding,
the respective closings under this Agreement and the International Underwriting
Agreement are hereby expressly made conditional on one another. The Underwriters
hereunder and the International Underwriters are simultaneously entering into an
Agreement between U.S. and International Underwriting Syndicates (the "Agreement
between Syndicates") which provides, among other things, for the transfer of
shares of Stock between the two syndicates. Two forms of prospectus are to be
used in connection with the offering and sale of shares of Stock contemplated by
the foregoing, one relating to the Shares hereunder and the other relating to
the International Shares. The latter form of prospectus will be identical to the
former except for certain substitute pages. Except as used in Sections 2, 3, 4,
9 and 11 herein, and except as the context may otherwise require, references
hereinafter to the Shares shall include all the shares of Stock which may be
sold pursuant to either this Agreement or the International Underwriting
Agreement, and references herein to any



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prospectus whether in preliminary or final form, and whether as amended or
supplemented, shall include both the U.S. and international versions thereof.

        1. (a) The Company represents and warrants to, and agrees with, each of
the Underwriters that:

            (i) A registration statement on Form S-3 (File No. 333-____) (the
       "Initial Registration Statement") in respect of the Shares has been filed
       with the Securities and Exchange Commission (the "Commission"); the
       Initial Registration Statement and any post-effective amendment thereto,
       each in the form heretofore delivered to you, and, excluding exhibits
       thereto but including all documents incorporated by reference in the
       prospectus contained therein, to you for each of the other Underwriters,
       have been declared effective by the Commission in such form; other than a
       registration statement, if any, increasing the size of the offering (a
       "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b)
       under the Securities Act of 1933, as amended (the "Act"), which became
       effective upon filing, no other document with respect to the Initial
       Registration Statement or document incorporated by reference therein has
       heretofore been filed with the Commission; and no stop order suspending
       the effectiveness of the Initial Registration Statement, any
       post-effective amendment thereto or the Rule 462(b) Registration
       Statement, if any, has been issued and no proceeding for that purpose has
       been initiated or threatened by the Commission (any preliminary
       prospectus included in the Initial Registration Statement or filed with
       the Commission pursuant to Rule 424(a) of the rules and regulations of
       the Commission under the Act is hereinafter called a "Preliminary
       Prospectus"; the various parts of the Initial Registration Statement and
       the Rule 462(b) Registration Statement, if any, including all exhibits
       thereto and including (i) the information contained in the form of final
       prospectus filed with the Commission pursuant to Rule 424(b) under the
       Act in accordance with Section 5(a) hereof and deemed by virtue of Rule
       430A under the Act to be part of the Initial Registration Statement at
       the time it was declared effective or such part of the Rule 462(b)
       Registration Statement, if any, became or hereafter becomes effective and
       (ii) the documents incorporated by reference in the prospectus contained
       in the Initial Registration Statement at the time such part of the
       Initial Registration Statement became effective, in each of clause (i)
       and (ii) each as amended at the time such part of the Initial
       Registration Statement became effective, are hereinafter collectively
       called the "Registration Statement"; such final prospectus in the form
       first filed pursuant to Rule 424(b) under the Act, is hereafter called
       the "Prospectus"); and any reference herein to any Preliminary Prospectus
       or the Prospectus shall be deemed to refer to and include the documents
       incorporated by reference therein pursuant to Item 12 of Form S-3 under
       the Act, as of the date of such Preliminary Prospectus or Prospectus, as
       the case may be; any reference to any amendment or supplement to any
       Preliminary Prospectus or the Prospectus shall be deemed to refer to and
       include any documents filed after the date of such Preliminary Prospectus
       or Prospectus, as the case may be, under the Securities Exchange Act of
       1934, as amended (the "Exchange Act"), and incorporated by reference in
       such Preliminary Prospectus or Prospectus, as the case may be; and any
       reference to any amendment to the Registration Statement shall be deemed
       to refer to and include any annual report of the Company filed pursuant
       to Section 13(a) or 15(d) of the Exchange Act after the effective date of
       the Initial Registration Statement that is incorporated by reference in
       the Registration Statement);



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           (ii) No order preventing or suspending the use of any Preliminary
       Prospectus has been issued by the Commission, and each Preliminary
       Prospectus, at the time of filing thereof, conformed in all material
       respects to the requirements of the Act and the rules and regulations of
       the Commission thereunder, and did not contain an untrue statement of a
       material fact or omit to state a material fact required to be stated
       therein or necessary to make the statements therein, in the light of the
       circumstances under which they were made, not misleading; provided,
       however, that this representation and warranty shall not apply to any
       statements or omissions made in reliance upon and in conformity with
       information furnished in writing to the Company by an Underwriter through
       Goldman, Sachs & Co. expressly for use therein or by a Selling
       Shareholder expressly for use in the preparation of the answers therein
       to Item 7 of Form S-3;

          (iii) The documents incorporated by reference in the Prospectus, when
       they became effective or were filed with the Commission, as the case may
       be, conformed in all material respects to the requirements of the Act or
       the Exchange Act, as applicable, and the rules and regulations of the
       Commission thereunder, and none of such documents contained an untrue
       statement of a material fact or omitted to state a material fact required
       to be stated therein or necessary to make the statements therein not
       misleading; and any further documents so filed and incorporated by
       reference in the Prospectus or any further amendment or supplement
       thereto, when such documents become effective or are filed with the
       Commission, as the case may be, will conform in all material respects to
       the requirements of the Act or the Exchange Act, as applicable, and the
       rules and regulations of the Commission thereunder and will not contain
       an untrue statement of a material fact or omit to state a material fact
       required to be stated therein or necessary to make the statements therein
       not misleading; provided, however, that this representation and warranty
       shall not apply to any statements or omissions made in reliance upon and
       in conformity with information furnished in writing to the Company by an
       Underwriter through Goldman, Sachs & Co. expressly for use therein;

           (iv) The Registration Statement conforms, and the Prospectus and any
       further amendments or supplements to the Registration Statement or the
       Prospectus will conform, in all material respects to the requirements of
       the Act and the rules and regulations of the Commission thereunder and do
       not and will not, as of the applicable effective date as to the
       Registration Statement and any amendment thereto and as of the applicable
       filing date as to the Prospectus and any amendment or supplement thereto,
       contain an untrue statement of a material fact or omit to state a
       material fact required to be stated therein or necessary to make the
       statements therein not misleading; provided, however, that this
       representation and warranty shall not apply to any statements or
       omissions made in reliance upon and in conformity with information
       furnished in writing to the Company by an Underwriter through Goldman,
       Sachs & Co. expressly for use therein or by a Selling Shareholder
       expressly for use in the preparation of the answers therein to Item 7 of
       Form S-3;

            (v) Neither the Company nor any of its subsidiaries has sustained
       since the date of the latest audited financial statements included or
       incorporated by reference in the Prospectus any material loss or
       interference with its business from fire, explosion, flood or other
       calamity, whether or not covered by insurance, or from any labor dispute
       or court or governmental action, order or decree, otherwise than as set
       forth or



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       contemplated in the Prospectus; and, since the respective dates as of
       which information is given in the Registration Statement and the
       Prospectus, there has not been any change in the capital stock or
       partnership interests and there has not been any increase in the
       short-term debt or long-term debt of the Company or any of its
       subsidiaries, or any material adverse change, or any development
       involving a prospective material adverse change, in or affecting the
       general affairs, management, financial position, shareholders' equity or
       results of operations of the Company and its subsidiaries (a "Material
       Adverse Effect"), otherwise than as set forth or contemplated in the
       Prospectus;

           (vi) The Company and its subsidiaries have valid title in fee simple
       to all real property and valid title to all personal property owned by
       them, in each case free and clear of all liens, encumbrances and defects
       except those that are described in the Prospectus, those that could not
       reasonably be expected to have a Material Adverse Effect and those that
       do not interfere with the use made and proposed to be made of such
       property by the Company and its subsidiaries; and any real property and
       buildings held under lease by the Company and its subsidiaries are held
       by them under valid, subsisting and enforceable leases with such
       exceptions as could not reasonably be expected to have a Material Adverse
       Effect, and do not interfere with the use made and proposed to be made of
       such property and buildings by the Company and its subsidiaries;

          (vii) The Company has been duly incorporated and is validly existing
       as a corporation under the laws of the State of Washington, with power
       and authority (corporate and other) to own its properties and conduct its
       business as described in the Prospectus, and has been duly qualified as a
       foreign corporation for the transaction of business and is in good
       standing under the laws of each other jurisdiction in which it owns or
       leases properties or conducts any business so as to require such
       qualification, or is subject to no material liability or disability by
       reason of the failure to be so qualified in any such jurisdiction; and
       each subsidiary of the Company listed on Exhibit 21 to the Company's
       Annual Report on Form 10-K for the year ended December 31, 1997 (the
       "Significant Subsidiaries," or the "Significant Subsidiary," as the case
       may be) has been duly incorporated and is validly existing as a
       corporation in good standing under the laws of its jurisdiction of
       incorporation;

         (viii) The Company has an authorized capitalization as set forth in the
       Prospectus, and all of the issued shares of capital stock of the Company
       have been duly and validly authorized and issued, are fully paid and
       non-assessable and conform to the description of the capital stock
       contained in the Prospectus; and all of the issued shares of capital
       stock or partnership interests of each Significant Subsidiary of the
       Company have been duly and validly authorized and issued, are fully paid
       and non-assessable and (except for minority interests representing less
       than 10% of such Significant Subsidiary) are owned directly or indirectly
       by the Company, free and clear of all liens, encumbrances, equities or
       claims other than liens granted pursuant to the Loan Agreement, dated May
       6, 1996, with The Toronto-Dominion Bank, Barclays Bank, PLC, and Morgan
       Guaranty Trust Company of New York, as Managing Agents (the "Credit
       Facility") or the Loan Agreement, dated June 30, 1995, with Northern
       Telecom Inc. (the "NORTEL Facility" and, together with the Credit
       Facility, the "Senior Secured Facilities");



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           (ix) The compliance by the Company with all of the provisions of this
       Agreement and the International Underwriting Agreement and the
       consummation of the transactions herein and therein contemplated will not
       conflict with or result in a breach or violation of any of the terms or
       provisions of, or constitute a default under, any indenture, mortgage,
       deed of trust, loan agreement, shareholders agreement, registration
       rights agreement or other material agreement or instrument to which the
       Company or any of its subsidiaries is a party or by which the Company or
       any of its subsidiaries is bound or to which any of the property or
       assets of the Company or any of its subsidiaries is subject, nor will
       such action result in any violation of the provisions of the Articles of
       Incorporation or By-laws of the Company or any statute or any order, rule
       or regulation of any court or governmental agency or body having
       jurisdiction over the Company or any of its subsidiaries or any of their
       properties; and no consent, approval, authorization, order, registration
       or qualification of or with any such court or governmental agency or body
       is required for the sale of the Shares or the consummation by the Company
       of the transactions contemplated by this Agreement and the International
       Underwriting Agreement, except the registration under the Act of the
       Shares and such consents, approvals, authorizations, registrations or
       qualifications as may be required under state or foreign securities or
       Blue Sky laws in connection with the purchase and distribution of the
       Shares by the Underwriters and the International Underwriters;

            (x) Neither the Company nor any of its Significant Subsidiaries is
       (a) in violation of its Articles or Certificate of Incorporation, as the
       case may be, or By-laws or (b) in default in the performance or
       observance of any material obligation, agreement, covenant or condition
       contained in any indenture, mortgage, deed of trust, loan agreement,
       lease, shareholders agreement, registration rights agreement or other
       agreement or instrument to which it is a party or by which it or any of
       its properties may be bound, except, in the case of this clause (b), for
       defaults that individually or in the aggregate would not have a Material
       Adverse Effect;

           (xi) The statements set forth in the Prospectus under the caption
       "Description of Capital Stock," insofar as they purport to constitute a
       summary of the terms of the Stock and the Class B Common Stock, and under
       the captions "Underwriting," "Risk Factors--Competition," "--Intellectual
       Property and Branding," "--Governmental Regulation," "Description of
       Indebtedness," "Business--Competition" and "Business--Governmental
       Regulation" insofar as they purport to describe the provisions of the
       laws and documents to which the Company or any subsidiary is a party
       referred to therein are accurate, complete and fair in all material
       respects;

          (xii) Other than as set forth or contemplated in the Prospectus, there
       are no legal or governmental proceedings pending to which the Company or
       any of its subsidiaries is a party or of which any property of the
       Company or any of its subsidiaries is the subject which, if determined
       adversely to the Company or any of its subsidiaries, would individually
       or in the aggregate have a material adverse effect on the current or
       future consolidated financial position, shareholders' equity or results
       of operations of the Company and its subsidiaries taken as a whole; and,
       to the best of the Company's knowledge, no such proceedings are
       threatened or contemplated by governmental authorities or threatened by
       others;



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         (xiii) The Company is not and, after giving effect to the offering and
       sale of the Shares, will not be an "investment company" or an entity
       "controlled" by an "investment company," as such terms are defined in the
       Investment Company Act of 1940, as amended (the "Investment Company
       Act");

          (xiv) Arthur Andersen LLP, who have certified certain financial
       statements of the Company and its subsidiaries, are independent public
       accountants as required by the Act and the rules and regulations of the
       Commission thereunder;

           (xv) Except as otherwise disclosed or contemplated by the Prospectus,
       the Company and its subsidiaries have such certificates of convenience or
       necessity, easements, rights-of-way, operating rights, permits, licenses,
       franchises and authorizations of governmental or regulatory authorities
       ("Permits"), including Permits issued by the Federal Communications
       Commission (the "FCC"), as are necessary to own their respective
       properties and to conduct their respective businesses substantially in
       the manner described in the Prospectus, except for any such Permits the
       absence of which could not reasonably be expected to result in a Material
       Adverse Effect; the Company and its subsidiaries have fulfilled all their
       material obligations with respect to such Permits and no event has
       occurred which allows (or after notice or lapse of time would allow)
       revocation or termination thereof or results in any other material
       impairment of the rights of the holder of any such Permit, in each case
       which could reasonably be expected to result in a Material Adverse
       Effect; and, except as described in the Prospectus, none of such Permits
       contains any restriction that is burdensome to the Company or any of its
       subsidiaries, except for restrictions that could not reasonably be
       expected to have a Material Adverse Effect; and

          (xvi) Except as otherwise disclosed or contemplated by the Prospectus,
       the Company and its subsidiaries own or possess all trademarks, trademark
       registrations, service marks, service mark registrations, trade names,
       licenses relating to intellectual property, trade secrets and rights
       ("Intellectual Property") described in the Prospectus as being owned or
       possessed by them or any of them, and the Company is not aware of any
       claim to the contrary or any challenge by any other person to the rights
       of the Company or any of its subsidiaries with respect to the foregoing,
       which claim or challenge could reasonably be expected to have a Material
       Adverse Effect.

        (b) Each of the Selling Shareholders severally and not jointly
represents and warrants to, and agrees with, each of the Underwriters and the
Company that:

            (i) All consents, approvals, authorizations and orders necessary for
       the execution and delivery by such Selling Shareholder of this Agreement,
       the International Underwriting Agreement, the Custody Agreement and Power
       of Attorney hereinafter referred to, and for the sale and delivery of the
       Shares to be sold by such Selling Shareholder hereunder and under the
       International Underwriting Agreement, have been obtained; and such
       Selling Shareholder has full right, power and authority to enter into
       this Agreement, the International Underwriting Agreement, the Custody
       Agreement and Power of Attorney and to sell, assign, transfer and deliver
       the Shares to be sold by such Selling Shareholder hereunder and under the
       International Underwriting Agreement;



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           (ii) The sale of the Shares to be sold by such Selling Shareholder
       hereunder and under the International Underwriting Agreement and the
       compliance by such Selling Shareholder with all of the provisions of this
       Agreement, the International Underwriting Agreement, the Custody
       Agreement and Power of Attorney and the consummation of the transactions
       herein and therein contemplated will not conflict with or result in a
       breach or violation of any of the terms or provisions of, or constitute a
       default under any indenture, mortgage, deed of trust, loan agreement,
       shareholders agreement, registration rights agreement or other material
       agreement or instrument to which such Selling Shareholder is a party or
       by which such Selling Shareholder is bound, or to which any of the
       property or assets of such Selling Shareholder is subject, nor will such
       action result in any violation of the provisions of the Articles or
       Certificate of Incorporation, as the case may be, or By-laws of such
       Selling Shareholder if such Selling Shareholder is a corporation, the
       Partnership Agreement of such Selling Shareholder if such Selling
       Shareholder is a partnership, or any statute or any order, rule or
       regulation of any court or governmental agency or body having
       jurisdiction over such Selling Shareholder or the property of such
       Selling Shareholder;

          (iii) Such Selling Shareholder has, and immediately prior to each Time
       of Delivery (as defined in Section 4 hereof) such Selling Shareholder
       will have, valid title to the Shares to be sold by such Selling
       Shareholder hereunder and under the International Underwriting Agreement,
       free and clear of all liens, encumbrances, equities or claims; and, upon
       delivery of such Shares and payment therefor pursuant hereto and thereto,
       valid title to such Shares, free and clear of all liens, encumbrances,
       equities or claims, will pass to the several Underwriters or the
       International Underwriters, as the case may be;

           (iv) During the period beginning from the date hereof and continuing
       to and including the date 90 days after the date of the Prospectus, not
       to offer, sell, contract to sell or otherwise dispose of, except as
       provided hereunder or under the International Underwriting Agreement, any
       securities of the Company that are substantially similar to the Shares,
       including but not limited to any securities that are convertible into or
       exchangeable for, or that represent the right to receive, Stock or any
       such substantially similar securities (other than pursuant to employee
       stock option plans existing on, or upon the conversion or exchange of
       convertible or exchangeable securities outstanding as of, the date of
       this Agreement), except (a) as a gift or gifts, provided the donee or
       donees thereof agree to be bound by this restriction, or (b) with the
       prior written consent of the representatives of the Underwriters;

            (v) Such Selling Shareholder has not taken and will not take,
       directly or indirectly, any action which is designed to or which has
       constituted or which might reasonably be expected to cause or result in
       stabilization or manipulation of the price of any security of the Company
       to facilitate the sale or resale of the Shares;

           (vi) To the extent that any statements or omissions made in the
       Registration Statement, any Preliminary Prospectus, the Prospectus or any
       amendment or supplement thereto are made in reliance upon and in
       conformity with written information furnished to the Company by such
       Selling Shareholder expressly for use therein, such Preliminary
       Prospectus and the Registration Statement did, and the Prospectus and any
       further amendments or supplements to the Registration Statement



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       and the Prospectus, when they become effective or are filed with the
       Commission, as the case may be, will conform in all material respects to
       the requirements of the Act and the rules and regulations of the
       Commission thereunder and will not contain any untrue statement of a
       material fact or omit to state any material fact required to be stated
       therein or necessary to make the statements therein not misleading;

          (vii) In order to document the Underwriters' compliance with the
       reporting and withholding provisions of the Tax Equity and Fiscal
       Responsibility Act of 1982 with respect to the transactions herein
       contemplated, such Selling Shareholder will deliver to you prior to or at
       the First Time of Delivery (as hereinafter defined) a properly completed
       and executed United States Treasury Department Form W-9 (or other
       applicable form or statement specified by Treasury Department regulations
       in lieu thereof);

         (viii) Certificates in negotiable form representing all of the Shares
       to be sold by such Selling Shareholder hereunder and under the
       International Underwriting Agreement have been placed in custody under a
       Custody Agreement and Power of Attorney, in the form heretofore furnished
       to you (the "Custody Agreement and Power of Attorney"), duly executed and
       delivered by such Selling Shareholder to Preston Gates & Ellis, as
       custodian (the "Custodian"). The persons indicated in Schedule II hereto,
       and each of them, have been appointed pursuant to the Custody Agreement
       and Power of Attorney as such Selling Shareholder's attorneys-in-fact
       (the "Attorneys-in-Fact") with authority to execute and deliver this
       Agreement and the International Underwriting Agreement on behalf of such
       Selling Shareholder to determine as provided in the Custody Agreement and
       Power of Attorney the purchase price to be paid by the Underwriters and
       the International Underwriters to the Selling Shareholders as provided in
       Section 2 hereof, to authorize the delivery of the Shares to be sold by
       such Selling Shareholder hereunder and otherwise to act on behalf of such
       Selling Shareholder in connection with the transactions contemplated by
       this Agreement, the International Underwriting Agreement and the Custody
       Agreement and Power of Attorney; and

           (ix) The Shares represented by the certificates held in custody for
       such Selling Shareholder under the Custody Agreement and Power of
       Attorney are subject to the interests of the Underwriters hereunder and
       the International Underwriters under the International Underwriting
       Agreement; the arrangements made by such Selling Shareholder for such
       custody, and the appointment by such Selling Shareholder of the
       Attorneys-in-Fact by the Custody Agreement and Power of Attorney, to the
       extent set forth therein are irrevocable; the obligations of the Selling
       Shareholders hereunder shall not be terminated by operation of law,
       whether by the death or incapacity of any individual Selling Shareholder
       or, in the case of an estate or trust, by the death or incapacity of any
       executor or trustee or the termination of such estate or trust, or in the
       case of a partnership or corporation, by the dissolution of such
       partnership or corporation, or by the occurrence of any other event; if
       any individual Selling Shareholder or any such executor or trustee should
       die or become incapacitated, or if any such estate or trust should be
       terminated, or if any such partnership or corporation should be
       dissolved, or if any other such event should occur, before the delivery
       of the Shares hereunder, certificates representing the Shares shall be
       delivered by or on behalf of the Selling Shareholders in accordance with
       the terms and conditions of this Agreement, of the International
       Underwriting Agreement and of the Custody Agreement



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<PAGE>   9

       and Power of Attorney; and actions taken by the Attorneys-in-Fact
       pursuant to the Custody Agreement and Power of Attorney shall be as valid
       as if such death, incapacity, termination, dissolution or other event had
       not occurred, regardless of whether or not the Custodian, the
       Attorneys-in-Fact, or any of them, shall have received notice of such
       death, incapacity, termination, dissolution or other event.

        2. Subject to the terms and conditions herein set forth, (a) each of the
Selling Shareholders agrees, severally and not jointly, to sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from each of the Selling Shareholders, at a purchase price per share of
$___________, the number of Firm Shares (to be adjusted by you so as to
eliminate fractional shares) determined by multiplying the aggregate number of
Firm Shares to be sold by each of the Selling Shareholders as set forth opposite
their respective names in Schedule II hereto by a fraction, the numerator of
which is the aggregate number of Firm Shares to be purchased by such Underwriter
as set forth opposite the name of such Underwriter in Schedule I hereto and the
denominator of which is the aggregate number of Firm Shares to be purchased by
all of the Underwriters from all of the Selling Shareholders hereunder and (b)
in the event and to the extent that the Underwriters shall exercise the election
to purchase Optional Shares as provided below, each of the Selling Shareholders
agrees, severally and not jointly, to sell to each of the Underwriters, and each
of the Underwriters agrees, severally and not jointly, to purchase from each of
the Selling Shareholders, at the purchase price per share set forth in clause
(a) of this Section 2, that portion of the number of Optional Shares as to which
such election shall have been exercised (to be adjusted by you so as to
eliminate fractional shares) determined by multiplying such number of Optional
Shares by a fraction, the numerator of which is the maximum number of Optional
Shares which such Underwriter is entitled to purchase as set forth opposite the
name of such Underwriter in Schedule I hereto and the denominator of which is
the maximum number of Optional Shares that all of the Underwriters are entitled
to purchase hereunder.

        The Selling Shareholders, as and to the extent indicated in Schedule II
hereto, hereby grant, severally and not jointly, to the Underwriters the right
to purchase at their election up to _________ Optional Shares, at the purchase
price per share set forth in the paragraph above, for the sole purpose of
covering overallotments in the sale of the Firm Shares. Any such election to
purchase Optional Shares shall be made in proportion to the number of Optional
Shares to be sold by each Selling Shareholder. Any such election to purchase
Optional Shares may be exercised by written notice from you to the
Attorneys-in-Fact, given within a period of 30 calendar days after the date of
this Agreement and setting forth the aggregate number of Optional Shares to be
purchased and the date on which such Optional Shares are to be delivered, as
determined by you but in no event earlier than the First Time of Delivery (as
defined in Section 4 hereof) or, unless you and the Attorneys-in-Fact otherwise
agree in writing, earlier than two or later than ten business days after the
date of such notice.

        3. Upon the authorization by you of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus.

        4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior
notice to the Selling Shareholders, shall be delivered by or on behalf of the
Selling Shareholders to Goldman, Sachs & Co., through the



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facilities of The Depository Trust Company ("DTC") for the account of such
Underwriter, against payment by or on behalf of such Underwriter of the purchase
price therefor by wire transfer of Federal (same-day) funds to the account
specified by each of the Selling Shareholders, as their interests may appear, to
Goldman, Sachs & Co. at least forty-eight hours in advance. The Company will
cause the certificates representing the Shares to be made available for checking
and packaging at least twenty-four hours prior to the Time of Delivery (as
defined below) with respect thereto at the office of DTC or its designated
custodian (the "Designated Office"). The time and date of such delivery and
payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City
time, on April __, 1998 or such other time and date as Goldman, Sachs & Co. and
the Selling Shareholders may agree upon in writing, and, with respect to the
Optional Shares, 9:30 a.m., New York time, on the date specified by Goldman,
Sachs & Co. in the written notice given by Goldman, Sachs & Co. of the
Underwriters' election to purchase such Optional Shares, or such other time and
date as Goldman, Sachs & Co. and the Selling Shareholders may agree upon in
writing. Such time and date for delivery of the Firm Shares is herein called the
"First Time of Delivery," such time and date for delivery of the Optional
Shares, if not the First Time of Delivery, is herein called the "Second Time of
Delivery," and each such time and date for delivery is herein called a "Time of
Delivery".

        (b) The documents to be delivered at each Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the cross
receipt for the Shares and any additional documents requested by the
Underwriters pursuant to Section 7(n) hereof, will be delivered at the offices
of Preston Gates & Ellis, 701 Fifth Avenue, Seattle, Washington 98104-7078 (the
"Closing Location"), and the Shares will be delivered at the Designated Office,
all at such Time of Delivery. A meeting will be held at the Closing Location at
1:00 p.m., Seattle time, on the New York Business Day next preceding such Time
of Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business Day" shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close.

        5. The Company agrees with each of the Underwriters:

        (a) To prepare the Prospectus in a form approved by you and to file the
Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's
close of business on the second business day following the execution and
delivery of this Agreement, or, if applicable, such earlier time as may be
required by Rule 430A(a)(3) under the Act; to make no further amendment or any
supplement to the Registration Statement or Prospectus which shall be
disapproved by you promptly after reasonable notice thereof; to advise you,
promptly after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed and to furnish you
copies thereof; to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of the Prospectus and for so long as the delivery of a prospectus is
required in connection with the offering or sale of the Shares; to advise you,
promptly after it receives notice thereof, of the issuance by the Commission of
any stop order or of any order preventing or suspending the use of any
Preliminary Prospectus or prospectus, of the suspension of the



                                       10

<PAGE>   11

qualification of the Shares for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or Prospectus or for additional information; and, in the event of the
issuance of any stop order or of any order preventing or suspending the use of
any Preliminary Prospectus or prospectus or suspending any such qualification,
promptly to use its best efforts to obtain the withdrawal of such order;

        (b) Promptly from time to time to take such action as you may reasonably
request to qualify the Shares for offering and sale under the securities laws of
such jurisdictions as you may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such jurisdictions for
as long as may be necessary to complete the distribution of the Shares, provided
that in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction;

        (c) Prior to 10:00 a.m., New York City time, on the New York Business
Day next succeeding the date of this Agreement and from time to time, to furnish
the Underwriters with copies of the Prospectus in New York City in such
quantities as you may reasonably request, and, if the delivery of a prospectus
is required at any time in connection with the offering or sale of the Shares
and if at such time any events shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made when such Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary to amend or supplement the Prospectus or to file
under the Exchange Act any document incorporated by reference in the Prospectus
in order to comply with the Act or the Exchange Act, to notify you and upon your
request to file such document and to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many copies as you may reasonably
request of an amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance, and in case any
Underwriter is required to deliver a prospectus in connection with sales of any
of the Shares at any time nine months or more after the time of issue of the
Prospectus, upon your request but at the expense of such Underwriter, to prepare
and deliver to such Underwriter as many copies as you may from time to time
reasonably request of an amended or supplemented Prospectus complying with
Section 10(a)(3) of the Act;

        (d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule
158);

        (e) During the period beginning from the date hereof and continuing to
and including the date 90 days after the date of the Prospectus, not to offer,
sell, contract to sell or otherwise dispose of, except as provided hereunder and
under the International Underwriting Agreement, any securities of the Company
that are substantially similar to the Shares, including but not limited to any
securities that are convertible into or exchangeable for, or that represent the
right to receive, Stock or any such substantially similar securities (other than



                                       11

<PAGE>   12

pursuant to employee stock option plans existing on, or upon the conversion or
exchange of convertible or exchangeable securities outstanding as of, the date
of this Agreement), without your prior written consent;

        (f) To furnish to its shareholders as soon as practicable after the end
of each fiscal year an annual report (including a balance sheet and statements
of income, shareholders' equity and cash flows of the Company and its
consolidated subsidiaries certified by independent public accountants) and, as
soon as practicable after the end of each of the first three quarters of each
fiscal year (beginning with the fiscal quarter ending after the effective date
of the Registration Statement), consolidated summary financial information of
the Company and its subsidiaries for such quarter in reasonable detail;

        (g) During a period of five years from the effective date of the
Registration Statement, to furnish to you copies of all reports or other
communications (financial or other) furnished to shareholders, and to deliver to
you (i) as soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any inter-dealer
quotation system or national securities exchange on which any class of
securities of the Company is listed; and (ii) such additional information
concerning the business and financial condition of the Company as you may from
time to time reasonably request (such financial statements to be on a
consolidated basis to the extent the accounts of the Company and its
subsidiaries are consolidated in reports furnished to its shareholders generally
or to the Commission);

        (h) To use the net proceeds received by it from the sale of the Shares
pursuant to this Agreement and the International Underwriting Agreement in the
manner specified in the Prospectus under the caption "Use of Proceeds";

        (i) To use its best efforts to list for quotation the Shares on the
National Association of Securities Dealers Automated Quotations National Market
System ("NASDAQ"); and

        (j) If the Company elects to rely upon Rule 462(b), the Company shall
file a Rule 462(b) Registration Statement with the Commission in compliance with
Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement,
and the Company shall at the time of filing either pay to the Commission the
filing fee for the Rule 462(b) Registration Statement or give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act.

        6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Shares under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the International Underwriting
Agreement, the Agreement between Syndicates, the Selling Agreement, the Blue Sky
Memorandum, closing documents (including compilations thereof) and any other
documents in connection with the offering, purchase, sale and delivery of the
Shares; (iii) all expenses in connection with the qualification of the Shares
for offering and sale under state securities laws as provided in Section 5(b)
hereof, including the reasonable fees and disbursements of counsel for the
Underwriters in connection with such



                                       12

<PAGE>   13

qualification and in connection with the Blue Sky survey; (iv) all fees and
expenses in connection with listing the Shares on NASDAQ; (v) the filing fees
incident to, and the fees and disbursements of counsel for the Underwriters in
connection with, securing any required review by the NASD of the terms of the
sale of the Shares; (vi) the cost of preparing stock certificates; (vii) the
cost and charges of any transfer agent or registrar; and (viii) all other costs
and expenses incident to the performance of its obligations hereunder which are
not otherwise specifically provided for in this Section. Each Selling
Shareholder will pay or cause to be paid all costs and expenses incident to the
performance of such Selling Shareholder's obligations hereunder which are not
otherwise specifically provided for in this Section, including (i) any fees and
expense of counsel for such Selling Shareholder, (ii) such Selling Shareholder's
pro rata share of the fees and expenses of the Attorneys-in-Fact and the
Custodian and (iii) all expenses and taxes incident to the sale and delivery of
the Shares to be sold by such Selling Shareholder to the Underwriters hereunder.
In connection with clause (ii) of the preceding sentence, Goldman, Sachs & Co.
agrees to pay New York State stock transfer tax, and the Selling Shareholder
agrees to reimburse Goldman, Sachs & Co. for associated carrying costs if such
tax payment is not rebated on the day of payment and for any portion of such tax
payment not rebated. It is understood, however, that the Company shall bear, and
the Selling Shareholders shall not be required to pay or to reimburse the
Company for, except as provided in this Section, and Sections 8 and 11 hereof,
the cost of any other matters not directly relating to the sale and purchase of
the Shares pursuant to this Agreement and that the Underwriters will pay all of
their own costs and expenses, including the fees of their counsel, stock
transfer taxes on resale of any of the Shares by them, and any advertising
expenses connected with any offers they may make.

        7. The obligations of the Underwriters hereunder, as to the Shares to be
delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties and other statements of
the Company and of the Selling Shareholders herein are, at and as of such Time
of Delivery, true and correct, the condition that the Company and the Selling
Shareholders shall have performed all of their respective obligations hereunder
theretofore to be performed, and the following additional conditions:

        (a) The U.S. Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with Section
5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule
462(b) Registration Statement shall have become effective by 10:00 p.m.,
Washington, D.C. time, on the date of this Agreement; no stop order suspending
the effectiveness of the Registration Statement or any part thereof shall have
been issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with to your reasonable
satisfaction;

        (b) Sullivan & Cromwell, counsel for the Underwriters, shall have
furnished to you such opinion or opinions (a draft of each such opinion is
attached as Annex II(a) hereto), dated such Time of Delivery, with respect to
the matters covered in paragraphs (i), (ii), (vi) and (xiii) of subsection (c)
below as well as such other related matters as you may reasonably request, and
such counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;



                                       13

<PAGE>   14

        (c) Preston Gates & Ellis, counsel for the Company, shall have furnished
to you their written opinion (a draft of such opinion is attached as Annex II(b)
hereto), dated such Time of Delivery, in form and substance satisfactory to you,
to the effect that:

            (i) The Company has been duly incorporated and is validly existing
         as a corporation under the laws of the State of Washington, with
         corporate power and authority to own its properties and conduct its
         business as described in the Prospectus;

           (ii) The Company has an authorized capitalization as set forth in the
         Prospectus, and all of the issued shares of capital stock of the
         Company (including the Shares being delivered at such Time of Delivery)
         have been duly and validly authorized and issued and are fully paid and
         nonassessable; and the Shares conform to the description of the Stock
         contained in the Prospectus;

          (iii) The Company has been duly qualified as a foreign corporation for
         the transaction of business and is in good standing under the laws of
         each jurisdiction in which it owns or leases properties or conducts any
         business so as to require such qualification, other than such
         jurisdictions in which the failure to be so qualified would not result
         in a Material Adverse Effect (such counsel being entitled to rely in
         respect of the opinion in this clause upon opinions of local counsel
         and in respect of matters of fact upon certificates of officers of the
         Company, provided that such counsel shall state that they believe that
         both you and they are justified in relying upon such opinions and
         certificates);

           (iv) Each Significant Subsidiary of the Company has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of its jurisdiction of incorporation; and all of the
         issued shares of capital stock or partnership interests of each
         Significant Subsidiary have been duly and validly authorized and
         issued, are fully paid and non-assessable, and (except for minority
         interests representing less than 10% of such Significant Subsidiary)
         are owned directly or indirectly by the Company, free and clear of all
         liens, encumbrances, equities or claims other than liens granted
         pursuant to the Senior Secured Facilities (such counsel being entitled
         to rely in respect of the opinion in this clause upon opinions of local
         counsel and in respect to matters of fact upon certificates of officers
         of the Company or its Significant Subsidiaries, provided that such
         counsel shall state that they believe that both you and they are
         justified in relying upon such opinions and certificates);

            (v) To the best of such counsel's knowledge and other than as set
         forth in the Prospectus, there are no legal or governmental proceedings
         pending to which the Company or any of its subsidiaries is a party or
         of which any property of the Company or any of its subsidiaries is the
         subject which, if determined adversely to the Company or any of its
         subsidiaries, would individually or in the aggregate have a Material
         Adverse Effect; and, to the best of such counsel's knowledge and other
         than as set forth in the Prospectus, no such proceedings are threatened
         or contemplated by governmental authorities or threatened by others;

           (vi) This Agreement and the International Underwriting Agreement have
         been duly authorized, executed and delivered by the Company;



                                       14

<PAGE>   15

          (vii) The compliance by the Company with all of the provisions of this
         Agreement and the International Underwriting Agreement and the
         consummation of the transactions herein and therein contemplated will
         not conflict with or result in a breach or violation of any of the
         terms or provisions of, or constitute a default under, any indenture,
         mortgage, deed of trust, loan agreement, shareholders agreement,
         registration rights agreement or other material agreement or instrument
         known to such counsel to which the Company or any of its subsidiaries
         is a party or by which the Company or any of its subsidiaries is bound
         or to which any of the property or assets of the Company or any of its
         subsidiaries is subject, nor will such action result in any violation
         of the provisions of the Articles of Incorporation or By-laws of the
         Company or any statute or any order, rule or regulation known to such
         counsel of any court or governmental agency or body having jurisdiction
         over the Company or any of its subsidiaries or any of their properties;

           (viii) No consent, approval, authorization, order, registration or
         qualification of or with any court or governmental agency or body
         having jurisdiction over the Company or any of its subsidiaries and, in
         the case of any court, known to such counsel is required for sale of
         the Shares or the consummation by the Company of the transactions
         contemplated by this Agreement and the International Underwriting
         Agreement, except the registration under the Act of the Shares, and
         such consents, approvals, authorizations, registrations or
         qualifications as may be required under state or foreign securities or
         Blue Sky laws in connection with the purchase and distribution of the
         Shares by the Underwriters and the International Underwriters;

           (ix) Neither the Company nor any of its Significant Subsidiaries is
         (a) in violation of its Articles or Certificate of Incorporation, as
         the case may be, or By-laws or (b) in default in the performance or
         observance of any material obligation, agreement, covenant or condition
         contained in any indenture, mortgage, deed of trust, loan agreement,
         lease, shareholders agreement, registration rights agreement or other
         agreement or instrument, which such agreement or instrument is known to
         such counsel, to which it is a party or by which it or any of its
         properties may be bound, except, in the case of this clause (b), for
         defaults that individually or in the aggregate would not have a
         Material Adverse Effect;

            (x) The statements set forth in the Prospectus under the caption
         "Description of Capital Stock," insofar as they purport to constitute a
         summary of the terms of the Stock and the Class B Common Stock, and
         under the captions "Description of Indebtedness" and "Underwriting,"
         insofar as they purport to describe the provisions of the laws and
         documents to which the Company or a subsidiary of the Company is a
         party referred to therein are accurate, complete and fair in all
         material respects;

           (xi) The Company is not an "investment company" or an entity
         "controlled" by an "investment company," as such terms are defined in
         the Investment Company Act;

          (xii) The documents incorporated by reference in the Prospectus or any
         further amendment or supplement thereto made by the Company prior to
         the Time of Delivery (other than the financial statements and related
         schedules therein, as to which such counsel need express no opinion),
         when they became effective or were filed with the Commission, as the
         case may be, complied as to form in all material respects with the



                                       15

<PAGE>   16

         requirements of the Act or the Exchange Act, as applicable, and the
         rules and regulations of the Commission thereunder; and they have no
         reason to believe that any of such documents, when such documents
         became effective or were so filed, as the case may be, contained, in
         the case of a registration statement which became effective under the
         Act, an untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, or, in the case of other documents
         which were filed under the Exchange Act with the Commission, an untrue
         statement of a material fact or omitted to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made when such documents were so
         filed, not misleading; and

           (xiii) The Registration Statement and the Prospectus and any further
         amendments and supplements thereto made by the Company prior to such
         Time of Delivery (other than the financial statements and related
         schedules or other financial data therein, as to which such counsel
         need express no opinion) comply as to form in all material respects
         with the requirements of the Act and the rules and regulations
         thereunder, although they do not assume any responsibility for the
         accuracy, completeness or fairness of the statements contained in the
         Registration Statement or the Prospectus, except for those referred to
         in the opinion in subsection (x) of this Section 7(c).

                 In addition, such counsel shall state that nothing has come to
         their attention that would cause them to believe that, as of its
         effective date, the Registration Statement or any further amendment
         thereto made by the Company prior to such Time of Delivery (other than
         the financial statements and related schedules or other financial data
         therein, as to which such counsel need express no belief) contained an
         untrue statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading or that, as of its date, the Prospectus or any
         further amendment or supplement thereto made by the Company prior to
         such Time of Delivery (other than the financial statements and related
         schedules or other financial data therein, as to which such counsel
         need express no belief) contained an untrue statement of a material
         fact or omitted to state a material fact necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading or that, as of such Time of Delivery, either
         the Registration Statement or the Prospectus or any further amendment
         or supplement thereto made by the Company prior to such Time of
         Delivery (other than the financial statements and related schedules or
         other financial data therein, as to which such counsel need express no
         belief) contains an untrue statement of a material fact or omits to
         state a material fact necessary to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;
         and they do not know of any amendment to the Registration Statement
         required to be filed or of any contracts or other documents of a
         character required to be filed as an exhibit to the Registration
         Statement or required to be incorporated by reference into the
         Prospectus or required to be described in the Registration Statement or
         the Prospectus which are not filed or incorporated by reference or
         described as required.

     (d) A Senior Vice President of the Company responsible for real estate
matters shall furnish to you a certificate on behalf of the Company, dated such
Time of Delivery, in form and



                                       16

<PAGE>   17

substance satisfactory to you, stating that to the best of his knowledge and
without any independent investigation (i) the Company and its subsidiaries have
valid title in fee simple to all real property owned by them, in each case free
and clear of all liens, encumbrances and defects except those that are described
in the Prospectus and those that could not reasonably be expected to have a
Material Adverse Effect; and (ii) any real property and buildings held under
lease by the Company and its subsidiaries are held by them under valid,
subsisting and enforceable leases with such exceptions as could not reasonably
be expected to have a Material Adverse Effect;

     (e) Gurman, Blask & Freedman Chartered, regulatory counsel for the Company,
shall have furnished to you their written opinion (a draft of such opinion is
attached as Annex II(c) hereto), dated such Time of Delivery, in form and
substance satisfactory to you, to the effect that:

            (i) None of the Company or any of its subsidiaries has failed to
         obtain any Permit from the FCC which is material to the conduct of the
         Company's or such subsidiary's business. The Company and its
         subsidiaries have all Permits from the FCC necessary to own their
         respective properties and to conduct their respective
         telecommunications businesses in the manner described in the
         Prospectus, which Permits are material to the conduct of the Company's
         or such subsidiary's business;

           (ii) The compliance by the Company with all of the provisions of this
         Agreement and the International Underwriting Agreement and the
         consummation of the transactions herein and therein contemplated will
         not result in any conflict with or result in a breach or violation of
         the Communications Act or the Commission's Rules or any Permit issued
         to the Company or any of its subsidiaries, as the case may be, under or
         pursuant to authority granted under the Communications Act;

          (iii) No consent, approval, authorization, order, registration or
         qualification under the Communications Act or the Commission's Rules is
         required for the sale of the Shares as described in the Prospectus or
         the consummation by the Company of the transactions contemplated by
         this Agreement and the International Underwriting Agreement;

           (iv) Other than as set forth or contemplated in the Prospectus, such
         counsel does not know of any legal or governmental proceedings pending
         before the FCC to which the Company or any of its subsidiaries is a
         party or of which any property of the Company or any of its
         subsidiaries is the subject which, if determined adversely to the
         Company or any of its subsidiaries, would individually or in the
         aggregate have a material adverse effect on the current or future
         consolidated financial position, shareholders' equity or results of
         operations of the Company and its subsidiaries taken as a whole; and
         such counsel does not know of any such proceedings that are threatened
         or contemplated by the FCC; and

            (v) The statements set forth in the Prospectus under the captions
         "Risk Factors--Governmental Regulation," "Business--Competition" and
         "Business--Governmental Regulation," insofar as they purport to
         describe the provisions of the Communications Act and the Commission's
         Rules and documents to which the



                                       17

<PAGE>   18

         Company or a subsidiary of the Company is a party referred to therein
         are accurate, complete and fair in all material respects;

   (f) The respective counsel for each of the Selling Shareholders, as indicated
in Schedule II hereto, each shall have furnished to you their written opinion
with respect to each of the Selling Shareholders for whom they are acting as
counsel, dated such Time of Delivery, in form and substance satisfactory to you,
to the effect that:

            (i) A Custody Agreement and Power of Attorney has been duly executed
         and delivered by such Selling Shareholder and constitutes a valid and
         binding agreement of such Selling Shareholder in accordance with its
         terms;

           (ii) This Agreement and the International Underwriting Agreement have
         been duly executed and delivered by or on behalf of such Selling
         Shareholder; and the sale of the Shares to be sold by such Selling
         Shareholder hereunder and thereunder and the compliance by such Selling
         Shareholder with all of the provisions of this Agreement and the
         International Underwriting Agreement and the Custody Agreement and
         Power of Attorney and the consummation of the transactions herein and
         therein contemplated will not conflict with or result in a breach or
         violation of any terms or provisions of, or constitute a default under,
         any indenture, mortgage, deed of trust, loan agreement or other
         material agreement or instrument known to such counsel to which such
         Selling Shareholder is a party or by which such Selling Shareholder is
         bound, or to which any of the property or assets of such Selling
         Shareholder is subject, nor will such action result in any violation of
         the provisions of the Articles or Certificate of Incorporation, as the
         case may be, or By-laws of such Selling Shareholder if such Selling
         Shareholder is a corporation, the partnership agreement of such Selling
         Shareholder if such Selling Shareholder is a partnership or any order,
         rule or regulation known to such counsel of any court or governmental
         agency or body having jurisdiction over such Selling Shareholder or the
         property of such Selling Shareholder;

          (iii) No consent, approval, authorization, order, registration or
         qualification of or with any court or governmental agency or body is
         required for the sale of the Shares or the consummation of the
         transactions contemplated by this Agreement and the International
         Underwriting Agreement in connection with the Shares to be sold by such
         Selling Shareholder hereunder or thereunder, except which have been
         duly obtained and are in full force and effect, such as have been
         obtained under the Act and such as may be required under state or
         foreign securities or Blue Sky laws in connection with the purchase and
         distribution of such Shares by the Underwriters and the International
         Underwriters;

           (iv) Immediately prior to such Time of Delivery such Selling
         Shareholder had valid title to the Shares to be sold at such Time of
         Delivery by such Selling Shareholder under this Agreement and the
         International Underwriting Agreement, free and clear of all liens,
         encumbrances, equities or claims, and full right, power and authority
         to sell, assign, transfer and deliver the Shares to be sold by such
         Selling Shareholder hereunder and thereunder; and



                                       18

<PAGE>   19

            (v) Valid title to such Shares, free and clear of all liens,
         encumbrances, equities or claims, has been transferred to each of the
         several Underwriters or International Underwriters, as the case may be.

         In rendering such opinion, such counsel may state that they express no
     opinion as to the laws of any jurisdiction outside the United States and in
     rendering the opinion in subparagraph (iv) and (v) such counsel may rely
     upon a certificate of such Selling Shareholder in respect of matters of
     fact as to ownership of, and liens, encumbrances, equities or claims on the
     Shares sold by such Selling Shareholder, provided that such counsel shall
     state that they believe that both you and they are justified in relying
     upon such certificate;

     (g) On the date of the Prospectus at a time prior to the execution of this
Agreement, at 9:30 a.m., New York City time, on the effective date of any
post-effective amendment to the Registration Statement filed subsequent to the
date of this Agreement and also at each Time of Delivery, Arthur Andersen LLP
shall have furnished to you a letter or letters, dated the respective dates of
delivery thereof, in form and substance satisfactory to you, to the effect set
forth in Annex I hereto (the executed copy of the letter delivered prior to the
execution of this Agreement is attached as Annex I(a) hereto and a draft of the
form of letter to be delivered on the effective date of any post-effective
amendment to the Registration Statement and as of each Time of Delivery is
attached as Annex I(b) hereto);

     (h)(i) Neither the Company nor any of its subsidiaries shall have sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Prospectus, and
(ii) since the respective dates as of which information is given in the
Prospectus there shall not have been any change in the capital stock,
partnership interests, short-term debt or long-term debt of the Company or any
of its subsidiaries or any change, or any development involving a prospective
change, in or affecting the general affairs, management, financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Prospectus, the
effect of which, in any such case described in Clause (i) or (ii), is in the
judgment of the Representatives so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Shares being delivered at such Time of Delivery on the terms and in the
manner contemplated in the Prospectus;

     (i) On or after the date hereof (i) no downgrading shall have occurred in
the rating according the Company's debt securities by any "national recognized
statistical rating organization", as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall
have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company's debt securities.

     (j) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange or on NASDAQ; (ii) a suspension or
material limitation in trading in the Company's securities on NASDAQ; (iii) a
general moratorium on commercial banking activities declared



                                       19

<PAGE>   20

by either Federal or New York or Washington State authorities; or (iv) the
outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if the effect
of any such event specified in this Clause (iv) in the judgment of the
Representatives makes it impracticable or inadvisable to proceed with the public
offering or the delivery of the Shares being delivered at such Time of Delivery
on the terms and in the manner contemplated in the Prospectus;

     (k) The Shares to be sold by the Selling Shareholders at the Time of
Delivery shall have been duly listed for quotation on NASDAQ;

     (l) The Company has obtained and delivered to the Underwriters executed
copies of an agreement from each of the shareholders listed on Schedule III
substantially to the effect set forth in Section 5(e) hereof in form and
substance satisfactory to you;

     (m) The Company shall have complied with the provisions of Section 5(c)
hereof with respect to the furnishing of prospectuses on the New York Business
Day next succeeding the date of this Agreement; and

     (n) The Company and each of the Selling Shareholders shall have furnished
or caused to be furnished to you at such Time of Delivery certificates of
officers of the Company and of the Selling Shareholders, respectively,
satisfactory to you as to the accuracy of the representations and warranties of
the Company and each of the Selling Shareholders, respectively, herein at and as
of such Time of Delivery, as to the performance by the Company and each of the
Selling Shareholders of all of their respective obligations hereunder to be
performed at or prior to such Time of Delivery, and as to such other matters as
you may reasonably request, and the Company shall have furnished or caused to be
furnished certificates as to the matters set forth in subsections (a) and (h) of
this Section, and as to such other matters as you may reasonably request.

     8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement
or the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through Goldman, Sachs & Co. expressly for use therein.

     (b) Each of the Selling Shareholders severally and not jointly will
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based



                                       20

<PAGE>   21

upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement or the Prospectus or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Selling Stockholder expressly for
use therein; and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that such Selling Stockholder shall not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement
or the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through Goldman, Sachs & Co. expressly for use therein; provided, further, that
the liability of a Selling Shareholder pursuant to this subsection (b) shall not
exceed the product of the number of Shares sold by such Selling Shareholder and
the public offering price of the Shares as set forth in the Prospectus.

     (c) Each Underwriter will indemnify and hold harmless the Company and each
Selling Shareholder against any losses, claims, damages or liabilities, joint or
several, to which the Company or such Selling Shareholder may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through Goldman, Sachs & Co.
expressly for use therein; and will reimburse the Company and each Selling
Shareholder for any legal or other expenses reasonably incurred by the Company
or such Selling Shareholder in connection with investigating or defending any
such action or claim as such expenses are incurred.

     (d) Promptly after receipt by an indemnified party under subsection (a),
(b) or (c) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against an indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from



                                       21

<PAGE>   22

the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such
indemnified party under such subsection for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of any indemnified
party.

     (e) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a), (b)
or (c) above in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Selling Shareholders on the one hand and the
Underwriters on the other from the offering of the Shares. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (d) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and the Selling Shareholders on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations (including any
material prejudice as a result of any failure to give notice as required by
subsection (d) above). The relative benefits received by the Company and the
Selling Shareholders on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering
of the Shares purchased under this Agreement (before deducting expenses)
received by the Company and the Selling Shareholders in the underwritten public
offering bear to the total underwriting discounts and commissions received by
the Underwriters with respect to the Shares purchased under this Agreement, in
each case as set forth in the table on the cover page of the Prospectus. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or the Selling Shareholders on the one hand or the Underwriters on the
other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company, each
of the Selling Shareholders and the Underwriters agree that it would not be just
and equitable if contributions pursuant to this subsection (e) were determined
by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (e). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (e) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in



                                       22

<PAGE>   23

connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (e), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission and no Selling Shareholder shall be
required to contribute any amount in excess of the product of the number of
Shares sold by such Selling Shareholder and the public offering price of the
Shares as set forth in the Prospectus. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (e) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

     (f) The obligations of the Company and the Selling Shareholders under this
Section 8 shall be in addition to any liability which the Company and the
respective Selling Shareholders may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the Underwriters under
this Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company or any Selling Shareholder within the meaning of
the Act.

     9. (a) If any Underwriter shall default in its obligation to purchase the
Shares which it has agreed to purchase hereunder at a Time of Delivery, you may
in your discretion arrange for you or another party or other parties to purchase
such Shares on the terms contained herein. If within thirty-six hours after such
default by any Underwriter you do not arrange for the purchase of such Shares,
then the Selling Shareholders shall be entitled to a further period of
thirty-six hours within which to procure another party or other parties
satisfactory to you to purchase such Shares on such terms. In the event that,
within the respective prescribed periods, you notify the Selling Shareholders
that you have so arranged for the purchase of such Shares, or the Selling
Shareholders notify you that they have so arranged for the purchase of such
Shares, you or the Selling Shareholders shall have the right to postpone such
Time of Delivery for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement or
the Prospectus, or in any other documents or arrangements, and the Company
agrees to file promptly any amendments to the Registration Statement or the
Prospectus which in your opinion may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to this Agreement with respect to such Shares.

     (b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Selling
Shareholders as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased does not exceed one-eleventh of the aggregate
number of all the Shares to be purchased at such Time of Delivery, then the
Selling Shareholders shall have the right to require each non-defaulting
Underwriter to purchase the number of Shares which such Underwriter agreed to
purchase hereunder at such Time of Delivery and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the number
of Shares which such Underwriter agreed to purchase hereunder) of the Shares of
such defaulting Underwriter or 



                                       23

<PAGE>   24

Underwriters for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

     (c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Selling
Shareholders as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased exceeds one-eleventh of the aggregate number of
all the Shares to be purchased at such Time of Delivery, or if the Selling
Shareholders shall not exercise the right described in subsection (b) above to
require non-defaulting Underwriters to purchase Shares of a defaulting
Underwriter or Underwriters, then this Agreement (or, with respect to the Second
Time of Delivery, the obligations of the Underwriters to purchase and of the
Selling Shareholders to sell the Optional Shares) shall thereupon terminate,
without liability on the part of any non-defaulting Underwriter or the Company
or the Selling Shareholders, except for the expenses to be borne by the Company
and the Selling Shareholders and the Underwriters as provided in Section 6
hereof and the indemnity and contribution agreements in Section 8 hereof; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.

     10. The respective indemnities, agreements, representations, warranties and
other statements of the Company, the Selling Shareholders and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or the Company, or any of the Selling Shareholders, or any officer
or director or controlling person of the Company, or any controlling person of
any Selling Shareholder, and shall survive delivery of and payment for the
Shares.

     Anything herein to the contrary notwithstanding, the indemnity agreement of
the Company in subsection (a) of Section 8 hereof, the representations and
warranties in subsections (a)(ii), (a)(iii) or (a)(iv) of Section 1 hereof and
any representation or warranty as to the accuracy of the Registration Statement
or the Prospectus contained in any certificate furnished by the Company pursuant
to Section 7 hereof, insofar as they may constitute a basis for indemnification
for liabilities (other than payment by the Company of expenses incurred or paid
in the successful defense of any action, suit or proceeding) arising under the
Act, shall not extend to the extent of any interest therein of a controlling
person or partner of an Underwriter who is a director, officer or controlling
person of the Company when the Registration Statement has become effective or
who, with his or her consent, is named in the Registration Statement as about to
become a director of the Company, except in each case to the extent that an
interest of such character shall have been determined by a court of appropriate
jurisdiction as not against public policy as expressed in the Act. Unless in the
opinion of counsel for the Company the matter has been settled by controlling
precedent, the Company will, if a claim for such indemnification is asserted,
submit to a court of appropriate jurisdiction the question of whether the
extension of the indemnification by the Company to such interest is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

     11. If this Agreement shall be terminated pursuant to Section 9 hereof,
neither the Company nor the Selling Shareholders shall then be under any
liability to any Underwriter except as provided in Sections 6 and 8 hereof; but,
if for any other reason any Shares are not delivered by or on behalf of the
Selling Shareholders as provided herein, the Company will reimburse the
Underwriters through you for all out-of-pocket expenses approved in writing by



                                       24

<PAGE>   25

you, including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Shares not so delivered, but the Company and the Selling Shareholders shall then
be under no further liability to any Underwriter in respect of the Shares not so
delivered except as provided in Sections 6 and 8 hereof.

     12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives; and in all dealings with any Selling Shareholder hereunder, you
and the Company shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of such Selling Shareholder made or given by any
or all of the Attorneys-in-Fact for such Selling Shareholder.

     All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 85 Broad Street, New York, New York 10004, Attention: Registration
Department; if to any Selling Shareholder shall be delivered or sent by mail,
telex or facsimile transmission to counsel for such Selling Shareholder at its
address set forth in Schedule II hereto; and if to the Company shall be
delivered or sent by mail, telex or facsimile transmission to the address of the
Company set forth in the Registration Statement, Attention: Secretary; provided,
however, that any notice to an Underwriter pursuant to Section 8(d) hereof shall
be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company or the Selling Shareholders by you upon request. Any such statements,
requests, notices or agreements shall take effect upon receipt thereof.

     13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and the Selling Shareholders and, to the
extent provided in Sections 8 and 10 hereof, the officers and directors of the
Company and each person who controls the Company, any Selling Shareholder or any
Underwriter, and their respective heirs, executors, administrators, successors
and assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement. No purchaser of any of the Shares from any Underwriter
shall be deemed a successor or assign by reason merely of such purchase.

     14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

     15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

     16. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.



                                       25

<PAGE>   26


     If the foregoing is in accordance with your understanding, please sign and
return to us six counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement among each of the Underwriters, the Company and
each of the Selling Shareholders. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is pursuant to the authority set
forth in a form of Agreement among Underwriters (U.S. Version), the form of
which shall be submitted to the Company and the Selling Shareholders for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.

                                    Very truly yours,

                                    Western Wireless Corporation



                                    By: . . . . . . . . . . . . . . . . . . . . 

                                        Name:
                                        Title:

                                    [Names of Selling Shareholders]


                                    By: . . . . . . . . . . . . . . . . . . . . 
                                        Name:
                                        Title:
                                    As Attorney-in-Fact acting on behalf of each
                                    of the Selling Shareholders named in
                                    Schedule II to this Agreement

Accepted as of the date hereof:

Goldman, Sachs & Co.
[Co-Representatives]

By:...................................
    (Goldman, Sachs & Co.)



On behalf of each of the Underwriters




                                       26

<PAGE>   27


                                   SCHEDULE I



<TABLE>
<CAPTION>
                                                                                  NUMBER OF
                                                                              OPTIONAL SHARES
                                                              TOTAL NUMBER     TO BE PURCHASED
                                                              OF FIRM SHARES    IF MAXIMUM
                                                                 TO BE            OPTION
UNDERWRITER                                                    PURCHASED        EXERCISED
--------------                                               -------------    --------------
<S>                                                          <C>              <C>
Goldman, Sachs & Co. ......................................
[Names of Co-Representatives]..............................
___________................................................
___________................................................
                                                             -------------    --------------
         Total.............................................
                                                             =============    ==============
</TABLE>



                                       27

<PAGE>   28



                                   SCHEDULE II



<TABLE>
<CAPTION>
                                                                           TOTAL NUMBER
                                                                           OF FIRM SHARES
                                                                            TO BE SOLD
                                                                           -------------
<S>                                                                        <C>
The Selling Shareholder(s):
        [Name of Selling Shareholder] (a) ............................
        ___________ ..................................................
        ___________ ..................................................
        ___________ ..................................................
        ___________ ..................................................








         Total........................................................
                                                                           =============
</TABLE>


        (a) This Selling Shareholder is represented by Preston Gates & Ellis and
has appointed John W. Stanton and Alan R. Bender, and each of them, as the
Attorneys-in-Fact for such Selling Shareholder.



                                       28

<PAGE>   29



                                  SCHEDULE III


John W. Stanton
Theresa E. Gillespie
Hellman & Friedman Capital Partners II, L.P.
H&F Orchard Partners, L.P.
H&F International Partners, L.P.
Media/Communications Partners II Limited Partnership
Media/Communications Investors Limited Partnership
The Goldman Sachs Group, L.P.
GS Capital Partners, L.P.
Bridge Street Fund 1992, L.P.
Stone Street Fund 1992, L.P.
Odyssey Partners, L.P.
Providence Media Partners, L.P.
Donald Guthrie
Robert A. Stapleton
Mikal J. Thomsen
Alan R. Bender
Cregg B. Baumbaugh



                                       29
<PAGE>   30



                                                                         ANNEX I



     Pursuant to Section 7(g) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

    (i) They are independent certified public accountants with respect to the
Company and its subsidiaries within the meaning of the Act and the applicable
published rules and regulations thereunder;

   (ii) In their opinion, the financial statements and any supplementary
financial information and schedules (and, if applicable, financial forecasts
and/or pro forma financial information) examined by them and included or
incorporated by reference in the Registration Statement or the Prospectus comply
as to form in all material respects with the applicable accounting requirements
of the Act or the Exchange Act, as applicable, and the related published rules
and regulations thereunder; and, if applicable, they have made a review in
accordance with standards established by the American Institute of Certified
Public Accountants of the consolidated interim financial statements, selected
financial data, pro forma financial information, financial forecasts and/or
condensed financial statements derived from audited financial statements of the
Company for the periods specified in such letter, as indicated in their reports
thereon, copies of which have been separately furnished to the representatives
of the Underwriters (the "Representatives");

  (iii) They have made a review in accordance with standards established by the
American Institute of Certified Public Accountants of the unaudited condensed
consolidated statements of income, consolidated balance sheets and consolidated
statements of cash flows included in the Prospectus and/or included in the
Company's Quarterly Report on Form 10-Q incorporated by reference into the
Prospectus as indicated in their reports thereon copies of which have been
separately furnished to the Representatives; and on the basis of specified
procedures including inquiries of officials of the Company who have
responsibility for financial and accounting matters regarding whether the
unaudited condensed consolidated financial statements referred to in paragraph
(vi)(A)(i) below comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the related
published rules and regulations, nothing came to their attention that caused
them to believe that the unaudited condensed consolidated financial statements
do not comply as to form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related published rules and
regulations;

   (iv) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company for the
five most recent fiscal years included in the Prospectus agrees with the
corresponding amounts (after restatements where applicable) in the audited
consolidated financial statements for such five fiscal years which were included
or incorporated by reference in the Company's Annual Reports on Form 10-K for
such fiscal years;

    (v) They have compared the information in the Prospectus under selected
captions with the disclosure requirements of Regulation S-K and on the basis of
limited procedures specified in such letter nothing came to their attention as a
result of the foregoing procedures that caused them to believe that this
information does not conform in all material respects with the disclosure
requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;



                                       I-1

<PAGE>   31



   (vi) On the basis of limited procedures, not constituting an examination in
accordance with generally accepted auditing standards, consisting of a reading
of the unaudited financial statements and other information referred to below, a
reading of the latest available interim financial statements of the Company and
its subsidiaries, inspection of the minute books of the Company and its
subsidiaries since the date of the latest audited financial statements included
in the Prospectus, inquiries of officials of the Company and its subsidiaries
responsible for financial and accounting matters and such other inquiries and
procedures as may be specified in such letter, nothing came to their attention
that caused them to believe that:

         (A) (i) the unaudited condensed consolidated statements of income,
     consolidated balance sheets and consolidated statements of cash flows
     included in the Prospectus and/or included or incorporated by reference in
     the Company's Quarterly Reports on Form 10-Q incorporated by reference in
     the Prospectus do not comply as to form in all material respects with the
     applicable accounting requirements of the Exchange Act and the related
     published rules and regulations, or (ii) any material modifications should
     be made to the unaudited condensed consolidated statements of income,
     consolidated balance sheets and consolidated statements of cash flows
     included in the Prospectus or included in the Company's Quarterly Reports
     on Form 10-Q incorporated by reference in the Prospectus, for them to be in
     conformity with generally accepted accounting principles;

         (B) any other unaudited income statement data and balance sheet items
     included in the Prospectus do not agree with the corresponding items in the
     unaudited consolidated financial statements from which such data and items
     were derived, and any such unaudited data and items were not determined on
     a basis substantially consistent with the basis for the corresponding
     amounts in the audited consolidated financial statements included or
     incorporated by reference in the Company's Annual Report on Form 10-K for
     the most recent fiscal year;

         (C) the unaudited financial statements which were not included in the
     Prospectus but from which were derived the unaudited condensed financial
     statements referred to in Clause (A) and any unaudited income statement
     data and balance sheet items included in the Prospectus and referred to in
     Clause (B) were not determined on a basis substantially consistent with the
     basis for the audited consolidated financial statements included or
     incorporated by reference in the Company's Annual Report on Form 10-K for
     the most recent fiscal year;

         (D) any unaudited pro forma consolidated condensed financial statements
     included or incorporated by reference in the Prospectus do not comply as to
     form in all material respects with the applicable accounting requirements
     of the Act and the published rules and regulations thereunder or the pro
     forma adjustments have not been properly applied to the historical amounts
     in the compilation of those statements;

         (E) as of a specified date not more than five days prior to the date of
     such letter, there have been any changes in the consolidated capital stock
     (other than issuances of capital stock upon exercise of options and stock
     appreciation rights, upon earn-outs of performance shares and upon
     conversions of convertible securities, in each case which were outstanding
     on the date of the latest balance sheet included or incorporated by
     reference in the Prospectus) or any increase in the consolidated long-term
     debt of the Company and its subsidiaries, or any decreases in consolidated
     net current assets or shareholders' equity or other items specified by the
     Representatives, or any increases in any items specified by the
     Representatives, in each case as compared with amounts



                                      I-2

<PAGE>   32

     shown in the latest balance sheet included or incorporated by reference in
     the Prospectus, except in each case for changes, increases or decreases
     which the Prospectus discloses have occurred or may occur or which are
     described in such letter; and

         (F) for the period from the date of the latest financial statements
     included or incorporated by reference in the Prospectus to the specified
     date referred to in Clause (E) there were any decreases in consolidated net
     revenues or operating profit or the total or per share amounts of
     consolidated net income or other items specified by the Representatives, or
     any increases in any items specified by the Representatives, in each case
     as compared with the comparable period of the preceding year and with any
     other period of corresponding length specified by the Representatives,
     except in each case for increases or decreases which the Prospectus
     discloses have occurred or may occur or which are described in such letter;
     and

  (vii) In addition to the examination referred to in their report(s) included
or incorporated by reference in the Prospectus and the limited procedures,
inspection of minute books, inquiries and other procedures referred to in
paragraphs (iii) and (vi) above, they have carried out certain specified
procedures, not constituting an examination in accordance with generally
accepted auditing standards, with respect to certain amounts, percentages and
financial information specified by the Representatives which are derived from
the general accounting records of the Company and its subsidiaries, which appear
in the Prospectus (excluding documents incorporated by reference) or in Part II
of, or in exhibits and schedules to, the Registration Statement specified by the
Representatives or in documents incorporated by reference in the Prospectus
specified by the Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting records of the Company
and its subsidiaries and have found them to be in agreement.



                                       I-3


<PAGE>   33



                                                                     ANNEX II(a)



                        [OPINION OF SULLIVAN & CROMWELL]





                                     II(a)-1



<PAGE>   34


                                                                     ANNEX II(b)



                       [OPINION OF PRESTON GATES & ELLIS]





                                     II(b)-1



<PAGE>   35


                                                                     ANNEX II(c)



                      [OPINION OF GURMAN, BLASK & FRIEDMAN]





                                     II(c)-1