<PAGE>
                                                                     EXHIBIT 4.4

                                                                  EXECUTION COPY




                          REGISTRATION RIGHTS AGREEMENT


            THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of June 11, 2003 between Western Wireless Corporation, a
Washington corporation (the "Company"), on the one hand, and Citigroup Global
Markets Inc., J.P. Morgan Securities Inc. and Wachovia Securities, Inc. (the
"Initial Purchasers"), on the other hand, pursuant to the Purchase Agreement,
dated June 5, 2003 (the "Purchase Agreement"), among the Company and the Initial
Purchasers. In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement. The execution of this Agreement is a condition to the closing
under the Purchase Agreement.

            The Company agrees with the Initial Purchasers, (i) for their
benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Notes (as defined
herein), and the beneficial owners from time to time of the Underlying Common
Stock (as defined herein) issuable upon conversion of the Notes (each of the
foregoing a "Holder" and together the "Holders"), as follows:

            SECTION 1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. In addition to the terms that are defined elsewhere in this
Agreement, the following terms shall have the following meanings:

            "Additional Amount" has the meaning specified in Section 2(e)
hereof.

            "Additional Amount Accrual Period" has the meaning specified in
Section 2(e) hereof.

            "Additional Amount Payment Date" means each June 15 and December 15.

            "Additional Notes" means up to an additional $15,000,000 aggregate
original principal amount of 4.625% Convertible Subordinated Notes due 2023 of
the Company to be purchased pursuant to the Purchase Agreement.

            "Affiliate", with respect to any specified person, has the meaning
specified in Rule 144.

            "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.

            "Common Stock" means any shares of the Class A common stock, no par
value, of the Company and any other shares of common stock as may constitute
<PAGE>
"Common Stock" for purposes of the Indenture, including the Underlying Common
Stock.

            "Company" has the meaning specified in the first paragraph of this
Agreement.

            "Conversion Price" means $15.456 per share.

            "Deferral Notice" has the meaning specified in Section 3(i) hereof.

            "Deferral Period" has the meaning specified in Section 3(i) hereof.

            "Effectiveness Deadline Date" has the meaning specified in Section
2(a) hereof.

            "Effectiveness Period" means the earlier of (i) the period of two
years from the Issue Date or, if later, two years from the last date on which
any Additional Notes are issued upon the exercise of the Initial Purchasers'
option to purchase Additional Notes pursuant to the Purchase Agreement and (ii)
the period ending on the date that all Registrable Securities have ceased to be
Registrable Securities.

            "Event" has the meaning specified in Section 2(e) hereof.

            "Event Date" has the meaning specified in Section 2(e) hereof.

            "Event Termination Date" has the meaning specified in Section 2(e)
hereof.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

            "Filing Deadline Date" has the meaning specified in Section 2(a)
hereof.

            "Firm Notes" means an aggregate of $100,000,000 original principal
amount of the 4.625% Convertible Subordinated Notes due 2023 of the Company to
be purchased pursuant to the Purchase Agreement.

            "Holder" has the meaning specified in the second paragraph of this
Agreement.

            "Indenture" means the Indenture dated as of the date hereof, as
amended from time to time, between the Company and The Bank of New York, as
trustee, pursuant to which the Notes are being issued.

            "Initial Purchasers" has the meaning specified in the first
paragraph of this Agreement.

                                       2
<PAGE>
            "Initial Shelf Registration Statement" has the meaning specified in
Section 2(a) hereof.

            "Issue Date" means June 11, 2003.

            "Material Event" has the meaning specified in Section 3(i) hereof.

            "Notes" means the Firm Notes and the Additional Notes.

            "Notice and Questionnaire" means a written notice delivered to the
Company containing substantially the information called for by the Selling
Security Holder Notice and Questionnaire attached as Annex A to the Offering
Memorandum dated June 5, 2003 of the Company relating to the Notes.

            "Notice Holder" means on any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.

            "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 415 promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

            "Purchase Agreement" has the meaning specified in the first
paragraph of this Agreement.

            "Record Holder" means, with respect to any Additional Amount Payment
Date relating to any Note or shares of Underlying Common Stock as to which any
Additional Amount has accrued, the registered holder of such Note or such shares
of Underlying Common Stock, as the case may be, on the 15th day immediately
prior to the next succeeding Additional Amount Payment Date.

            "Registrable Securities" means the Notes until such time as they
have been converted and, at all times subsequent to any such conversion, the
Underlying Common Stock into which such Notes have been converted, and any
security issued with respect thereto upon any stock dividend, split, merger or
similar event until, in the case of any such security, the earliest of (i) its
effective registration under the Securities Act and resale in accordance with
the Registration Statement covering it, (ii) expiration of the holding period
that would be applicable thereto under Rule 144(k) were it not held by an
Affiliate of the Company, or (iii) its sale to the public pursuant to Rule 144.

            "Registration Expenses" has the meaning specified in Section 5
hereof.

                                       3
<PAGE>
            "Registration Statement" means any registration statement of the
Company that covers any of the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

            "Restricted Securities" has the meaning assigned to such term in
Rule 144.

            "Rule 144" means Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or any similar or successor Rule or regulation
hereafter adopted by the SEC having substantially the same effect as such Rule.

            "Rule 144A" means Rule 144A under the Securities Act, as such Rule
may be amended from time to time, or any similar or successor Rule or regulation
hereafter adopted by the SEC having substantially the same effect as such Rule.

            "SEC" means the United States Securities and Exchange Commission and
any successor agency.

            "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated by the SEC thereunder.

            "Shelf Registration Statement" has the meaning specified in Section
2(a) hereof.

            "Subsequent Shelf Registration Statement" has the meaning specified
in Section 2(b) hereof.

            "TIA" means the Trust Indenture Act of 1939, as amended.

            "Trustee" means The Bank of New York (or any successor entity), the
Trustee under the Indenture.

            "Underlying Common Stock" means the Common Stock into which the
Notes are convertible or issued upon any such conversion.

            SECTION 2. Shelf Registration.

            (a) The Company shall prepare and file or cause to be prepared and
filed with the SEC no later than a date which is ninety (90) days after the
Issue Date (the "Filing Deadline Date") a Registration Statement for an offering
to be made on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act (a "Shelf Registration Statement") registering the resale from
time to time by Holders of all of the Registrable Securities (the "Initial Shelf
Registration Statement"). The Initial Shelf Registration Statement shall be on
Form S-3 or another appropriate form permitting registration of

                                       4
<PAGE>
such Registrable Securities for resale by such Holders in accordance with the
methods of distribution reasonably elected by the Holders and set forth in the
Initial Shelf Registration Statement; provided that in no event will such
method(s) of distribution take the form of an underwritten offering of the
Registrable Securities without the prior agreement of the Company. The Company
shall use commercially reasonable efforts to cause the Initial Shelf
Registration Statement to be declared effective under the Securities Act no
later than the date (the "Effectiveness Deadline Date") that is one hundred and
eighty (180) days after the Issue Date, and to keep, subject to Section 3(i)(A),
the Initial Shelf Registration Statement (or any Subsequent Shelf Registration
Statement) continuously effective under the Securities Act until the expiration
of the Effectiveness Period. Each Holder that became a Notice Holder on or prior
to the date ten (10) Business Days prior to the time that the Initial Shelf
Registration Statement became effective shall be named as a selling security
holder in the Initial Shelf Registration Statement and the related Prospectus in
such a manner as to permit such Holder to deliver such Prospectus to purchasers
of Registrable Securities in accordance with applicable federal securities law
(other than laws not generally applicable to all such Holders). Notwithstanding
the foregoing, no Holder shall be entitled to have the Registrable Securities
held by it covered by such Shelf Registration Statement unless such Holder has
provided a Notice and Questionnaire in accordance with Section 2(d) and is in
compliance with Section 4. The Company shall not permit any of its security
holders (other than the Holders of Registrable Securities) to include any of the
Company's securities in the Shelf Registration Statement (or any Subsequent
Shelf Registration Statement).

            (b) If the Initial Shelf Registration Statement or any Subsequent
Shelf Registration Statement ceases to be effective for any reason at any time
during the Effectiveness Period, the Company shall use commercially reasonable
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within thirty (30) days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner
reasonably expected by the Company to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional Shelf Registration
Statement covering all of the securities that as of the date of such filing are
Registrable Securities (a "Subsequent Shelf Registration Statement"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use
commercially reasonable efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as is reasonably practicable after
such filing or, if filed during a Deferral Period, after the expiration of such
Deferral Period, and to keep such Registration Statement (or Subsequent Shelf
Registration Statement), subject to Section 3(i)(A), continuously effective
until the end of the Effectiveness Period.

            (c) The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement,
if required by the Securities Act or, to the extent to which the Company does
not reasonably object, as

                                       5
<PAGE>
reasonably requested by the Initial Purchasers or by the Trustee on behalf of
the registered Holders.

            (d) Each Holder of Registrable Securities agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration Statement
and related Prospectus, it will do so only in accordance with this Section 2(d)
and Section 3(i) and Section 4. Each Holder of Registrable Securities wishing to
sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus agrees to deliver a Notice and Questionnaire to the Company
at any time before or after the Initial Shelf Registration Statement is declared
effective that is at least five (5) Business Days prior to any intended
distribution of Registrable Securities under the Shelf Registration Statement.
From and after the date the Initial Shelf Registration Statement is declared
effective, the Company shall, as promptly as is reasonably practicable after the
date a fully completed and legible Notice and Questionnaire is received by the
Company, but in any event within ten (10) Business Days of such receipt, (i) if
required by applicable law, file with the SEC a post-effective amendment to the
Shelf Registration Statement or prepare and, if required by applicable law, file
a supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other document required
by the SEC so that the Holder delivering such Notice and Questionnaire is named
as a selling security holder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of the Registrable Securities in accordance with applicable
federal securities law (other than laws not generally applicable to all Holders
of Registrable Securities wishing to sell Registrable Securities pursuant to the
Shelf Registration Statement and related Prospectus) and, if the Company shall
file a post-effective amendment to the Shelf Registration Statement, use
reasonable efforts to cause such post-effective amendment to be declared
effective under the Securities Act as promptly as is reasonably practicable;
(ii) provide such Holder copies of any documents filed pursuant to Section
2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable
after the effectiveness under the Securities Act of any post-effective amendment
filed pursuant to Section 2(d)(i); provided that if such Notice and
Questionnaire is delivered during a Deferral Period, the Company shall so inform
the Holder delivering such Notice and Questionnaire and shall take the actions
set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral
Period in accordance with Section 3(i), provided further that if under
applicable law the Company has more than one option as to the type or manner of
making any such filing, it will make the required filing or filings in the
manner or of a type that is reasonably expected to result in the earliest
availability of the Prospectus for effecting resales of Registrable Securities.
Notwithstanding anything contained herein to the contrary, the Company shall be
under no obligation to name any Holder that is not a Notice Holder as a selling
security holder in any Registration Statement or related Prospectus; provided,
however, that any Holder that becomes a Notice Holder pursuant to the provisions
of Section 2(d) of this Agreement (whether or not such Holder was a Notice
Holder at the time the Registration Statement was initially declared effective)
shall be named as a selling security holder in

                                       6
<PAGE>
the Registration Statement or related Prospectus subject to and in accordance
with the requirements of this Section 2(d).

            (e) The parties agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain the extent
of such damages with precision, if (i) the Initial Shelf Registration Statement
has not been filed on or prior to the Filing Deadline Date, (ii) the Initial
Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the
aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period pursuant to Section 3(i) (each of the events
of a type described in any of the foregoing clauses (i) through (iii) is
individually referred to herein as an "Event," and the Filing Deadline Date in
the case of clause (i), the Effectiveness Deadline Date in the case of clause
(ii), and the date on which the aggregate duration of Deferral Periods in any
period exceeds the number of days permitted by Section 3(i) in the case of
clause (iii), being referred to herein as an "Event Date"). Events shall be
deemed to continue until the "Event Termination Date," which shall be the
following dates with respect to the respective types of Events: the date the
Initial Shelf Registration Statement is filed in the case of an Event of the
type described in clause (i), the date the Initial Shelf Registration Statement
is declared effective under the Securities Act in the case of an Event of the
type described in clause (ii), and termination of the Deferral Period that
caused the limit on the aggregate duration of Deferral Periods in a period set
forth in Section 3(i) to be exceeded in the case of the commencement of an Event
of the type described in clause (iii).

            Accordingly, commencing on (and including) any Event Date and ending
on (but excluding) the next date after an Event Termination Date (an "Additional
Amount Accrual Period"), the Company agrees to pay an additional amount (the
"Additional Amount"), payable on the Additional Amount Payment Dates to Record
Holders of then outstanding Notes that are Registrable Securities or of then
outstanding shares of Underlying Common Stock issued upon conversion of Notes
that are Registrable Securities, as the case may be, accruing, for each portion
of such Additional Amount Accrual Period beginning on and including an
Additional Amount Payment Date (or, in respect of the first time that the
Additional Amount is to be paid to Holders on a Additional Amount Payment Date
as a result of the occurrence of any particular Event, from the Event Date) and
ending on but excluding the first to occur of (A) the date of the end of the
Additional Amount Accrual Period or (B) the next Additional Amount Payment Date,
at a rate per annum equal to one-quarter of one percent (0.25%), for the first
ninety (90)-day period from the Event Date, and at a rate per annum equal to
one-half of one percent (0.50%), thereafter, of each $1,000 principal amount of
Notes or the Conversion Price of each share of Underlying Common Stock, as the
case may be, in each case determined as of the Business Day immediately
preceding the next Additional Amount Payment Date; provided that any Additional
Amount accrued with respect to any Note or portion thereof called for redemption
on a redemption date or converted into Underlying Common Stock on a conversion
date shall, in any such event, be paid instead to the Holder who submitted such
Note or portion thereof for redemption or conversion

                                       7
<PAGE>
on the applicable redemption date or conversion date, as the case may be, on
such date (or promptly following the conversion date, in the case of
conversion). Notwithstanding the foregoing, no Additional Amounts shall accrue
as to any Registrable Security from and after the earlier of (x) the date such
security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Additional Amount with respect
to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events. Following the cure
of all Events requiring the payment by the Company of Additional Amounts to the
Holders of Registrable Securities pursuant to this Section, the accrual of
Additional Amounts will cease (without in any way limiting the effect of any
subsequent Event requiring the payment of the Additional Amount by the Company).

            The Trustee, subject to the applicable provisions of the Indenture,
shall be entitled on behalf of Holders of Notes to seek any available remedy for
the enforcement of this Agreement, including for the payment of any Additional
Amount. Notwithstanding the foregoing, the parties agree that the sole monetary
damages payable for a violation of the terms of this Agreement with respect to
which additional amounts are expressly provided shall be such Additional Amount.
Nothing shall preclude a Notice Holder or Holder of Registrable Securities from
pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.

            All of the Company's obligations set forth in this Section 2(e) that
are outstanding with respect to any Registrable Security at the time such
security ceases to be a Registrable Security shall survive until such time as
all such obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(k)).

            The parties agree that the Additional Amounts provided for in this
Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.

            SECTION 3. Registration Procedures. In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:

            (a) Before filing any Registration Statement or Prospectus or any
amendments or supplements (other than amendments or supplements that do nothing
more substantive than name one or more Notice Holders as selling security
holders) thereto with the SEC, furnish to the Initial Purchasers copies of all
such documents proposed to be filed and use reasonable efforts to reflect in
each such document when so filed with the SEC such comments as the Initial
Purchasers reasonably shall propose within three (3) Business Days of the
delivery of such copies to the Initial Purchasers.

            (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such


                                       8
<PAGE>
Registration Statement continuously effective for the applicable period
specified in Section 2(a); cause the related Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) under the Securities Act;
and use reasonable efforts to comply with the provisions of the Securities Act
applicable to it with respect to the disposition of all securities covered by
such Registration Statement during the Effectiveness Period in accordance with
the intended methods of disposition by the sellers thereof set forth in such
Registration Statement as so amended or such Prospectus as so supplemented.

            (c) As promptly as reasonably practicable give notice to the Notice
Holders and the Initial Purchasers (i) when any Prospectus, Prospectus
supplement, Registration Statement or post-effective amendment to a Registration
Statement has been filed with the SEC and, with respect to a Registration
Statement or any post-effective amendment, when the same has been declared
effective, (ii) of any request, following the effectiveness of the Initial Shelf
Registration Statement under the Securities Act, by the SEC or any other federal
or state governmental authority for amendments or supplements to any
Registration Statement or related Prospectus or for additional information
related thereto, (iii) of the issuance by the SEC or any other federal or state
governmental authority of any stop order or injunction suspending or enjoining
the use of any Prospectus or the effectiveness of any Registration Statement or
the initiation of any proceedings for that purpose, (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation of any proceeding for such purpose, (v) of
the occurrence of (but not the nature of or details concerning) a Material Event
(provided, however, that no notice by the Company shall be required pursuant to
this clause (v) in the event that the Company promptly files a Prospectus
supplement to update the Prospectus or the Company files a Current Report on
Form 8-K or other appropriate Exchange Act report that is incorporated by
reference into the Registration Statement, which, in either case, contains the
requisite information with respect to such Material Event that results in such
Registration Statement no longer containing any untrue statement of material
fact or omitting to state a material fact necessary to make the statements
contained therein not misleading) and (vi) of the determination by the Company
that a post-effective amendment to a Registration Statement will be filed with
the SEC, which notice may, at the discretion of the Company (or as required
pursuant to Section 3(i)), state that it constitutes a Deferral Notice, in which
event the provisions of Section 3(i) shall apply.

            (d) Use reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or the lifting of any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case at the earliest possible moment or, if any
such order or suspension is made effective during any Deferral Period, at the
earliest possible moment after the expiration of such Deferral Period.

                                       9
<PAGE>
            (e) If reasonably requested by the Initial Purchasers or any Notice
Holder, as promptly as reasonably practicable incorporate in a Prospectus
supplement or post-effective amendment to a Registration Statement such
information as the Initial Purchasers or such Notice Holder shall, on the basis
of an opinion of nationally recognized counsel experienced in such matters,
determine to be required to be included therein by applicable law and make any
required filings of such Prospectus supplement or such post-effective amendment
as required by applicable law; provided that the Company shall not be required
to take any actions under this Section 3(e) that are not, in the reasonable
opinion of counsel for the Company, in compliance with applicable law.

            (f) As promptly as reasonably practicable after the filing of such
documents with the SEC, furnish to each Notice Holder and the Initial
Purchasers, upon their request and without charge, at least one (1) conformed
copy of the Registration Statement and any amendment thereto, including
financial statements, but excluding schedules, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits (unless
requested in writing to the Company by such Notice Holder or the Initial
Purchasers, as the case may be).

            (g) During the Effectiveness Period (except during such periods that
a Deferral Notice is outstanding and has not been revoked), deliver to each
Notice Holder in connection with any sale of Registrable Securities pursuant to
a Registration Statement, without charge, as many copies of the Prospectus or
Prospectuses relating to such Registrable Securities and any amendment or
supplement thereto as such Notice Holder may reasonably request; and the Company
hereby consents (except during such periods that a Deferral Notice is
outstanding and has not been revoked) to the use of such Prospectus or each
amendment or supplement thereto by each Notice Holder in connection with any
offering and sale of the Registrable Securities covered by such Prospectus or
any amendment or supplement thereto in the manner set forth therein.

            (h) Subject to Section 3(i), prior to any public offering of the
Registrable Securities pursuant to the Shelf Registration Statement, use
reasonable efforts to register or qualify or cooperate with the Notice Holders
in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions within the United
States as any Notice Holder reasonably requests in writing (which request may be
included in the Notice and Questionnaire), it being agreed that no such
registration or qualification will be made unless so requested; prior to any
public offering of the Registrable Securities pursuant to the Shelf Registration
Statement, use reasonable efforts to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period
in connection with such Notice Holder's offer and sale of Registrable Securities
pursuant to such registration or qualification (or exemption therefrom) and do
any and all other acts or things necessary to enable the disposition in such
jurisdictions of such Registrable Securities in the manner set forth in the
relevant Registration Statement and the related Prospectus; provided that the
Company will not be required to (i) qualify as a foreign corporation or as a
dealer in

                                       10
<PAGE>
securities in any jurisdiction where it is not otherwise qualified or (ii) take
any action that would subject it to general service of process in suits or to
taxation in any such jurisdiction where it is not then so subject.

            (i) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d)
or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact (a "Material Event") as a result of which any Registration Statement
shall 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, or any Prospectus shall contain any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (including, in any such case, as a result of the
non-availability of financial statements), or (C) the occurrence or existence of
any development, event, fact, situation or circumstance relating to the Company
that, in the sole discretion of the Company, makes it appropriate to suspend the
availability of the Shelf Registration Statement and the related Prospectus, (i)
in the case of clause (B) above, subject to the next sentence, as promptly as
practicable prepare and file a post-effective amendment to such Registration
Statement or a supplement to the related Prospectus or any document incorporated
therein by reference or file any other required document that would be
incorporated by reference into such Registration Statement and Prospectus so
that such Registration Statement does 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, and such Prospectus
does not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
and, in the case of a post-effective amendment to a Registration Statement,
subject to the next sentence, use reasonable efforts to cause it to be declared
effective as promptly as is reasonably practicable, and (ii) in the case of
clauses (A), (B) and (C) above, give notice to the Notice Holders that the
availability of the Shelf Registration Statement is suspended (a "Deferral
Notice") and, upon receipt of any Deferral Notice, each Notice Holder agrees not
to sell any Registrable Securities pursuant to the Registration Statement until
such Notice Holder's receipt of copies of the supplemented or amended Prospectus
provided for in clause (i) above, or until it is advised in writing by the
Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such Prospectus. The Company will use reasonable efforts to
ensure that the use of the Prospectus may be resumed (x) in the case of clause
(A) above, as promptly as is practicable, (y) in the case of clause (B) above,
as soon as, in the sole judgment of the Company, public disclosure of such
Material Event would not be prejudicial to or contrary to the interests of the
Company or, if necessary to avoid unreasonable burden or expense, as soon as
reasonably practicable thereafter and (z) in the case of clause (C) above, as
soon as, in the sole discretion of the Company, such suspension is no longer
appropriate. So long as the

                                       11
<PAGE>
period during which the availability of the Registration Statement and any
Prospectus is suspended (the "Deferral Period") does not exceed thirty (30) days
during any three (3) month period or ninety (90) days during any twelve (12)
month period, the Company shall not incur any obligation to pay Additional
Amounts pursuant to Section 2(e).

            (j) If reasonably requested in writing in connection with a
disposition of Registrable Securities pursuant to a Registration Statement, make
reasonably available for inspection during reasonable business hours by a
representative for the Notice Holders of such Registrable Securities and any
broker-dealers, attorneys and accountants retained by such Notice Holders, all
relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the appropriate
executive officers, directors and designated employees of the Company and its
subsidiaries to make reasonably available for inspection during normal business
hours all relevant information reasonably requested by such representative for
the Notice Holders or any such broker-dealers, attorneys or accountants in
connection with such disposition, in each case as is customary for similar "due
diligence" examinations; provided, however, that such persons shall first agree
in writing with the Company that any information that is reasonably designated
by the Company in writing as confidential at the time of delivery of such
information shall be kept confidential by such persons and shall be used solely
for the purposes of exercising rights under this Agreement, unless (i)
disclosure of such information is required by court or administrative order or
is necessary to respond to inquiries of regulatory authorities; (ii) disclosure
of such information is required by law (including any disclosure requirements
pursuant to federal securities laws in connection with the filing of any
Registration Statement or the use of any Prospectus referred to in this
Agreement), (iii) such information becomes generally available to the public
other than as a result of a disclosure or failure to safeguard by any such
person or (iv) such information becomes available to any such person from a
source other than the Company and such source is not bound by a confidentiality
agreement or otherwise obligated to keep such information confidential; and
provided further that the foregoing inspection and information gathering shall,
to the greatest extent possible, be coordinated on behalf of all the Notice
Holders and the other parties entitled thereto by the counsel referred to in
Section 5.

            (k) Comply with all applicable rules and regulations of the SEC and
make generally available to its security holders earning statements (which need
not be audited) satisfying the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder (or any similar Rule promulgated under the Securities
Act) no later than forty-five (45) days after the end of any twelve (12)-month
period (or ninety (90) days after the end of any twelve (12)-month period if
such period is a fiscal year) commencing on the first day of the first fiscal
quarter of the Company commencing after the effective date of a Registration
Statement, which statements shall cover said twelve (12)-month periods.

            (l) Cooperate with each Notice Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
sold pursuant to a Registration Statement, and cause such Registrable Securities
to be in such



                                       12
<PAGE>
denominations as are permitted by the Indenture and registered in such names as
such Notice Holder may request in writing at least two (2) Business Days prior
to any sale of such Registrable Securities.

            (m) Provide a CUSIP number for all Registrable Securities covered by
each Registration Statement not later than the effective date of such
Registration Statement and provide the Trustee for the Notes and the transfer
agent for the Common Stock with certificates for the Registrable Securities that
are in a form eligible for deposit with The Depository Trust Company.

            (n) Make a reasonable effort to provide such information as is
required for any filings required to be made with the National Association of
Securities Dealers, Inc.

            (o) Upon the effectiveness of the Initial Shelf Registration
Statement, announce the same, in each case by release to Businesswire, Reuters
Economic Services, Bloomberg Business News or any other means of dissemination
reasonably expected to make such information known publicly.

            (p) Take all actions reasonably necessary, or reasonably requested
by the holders of a majority of the Registrable Securities being sold, in order
to expedite or facilitate disposition of such Registrable Securities; provided
that the Company shall not be required to take any action in connection with an
underwritten offering without its consent.

            (q) Cause the Indenture to be qualified under the TIA not later than
the effective date of any Registration Statement; and in connection therewith,
cooperate with the Trustee to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use reasonable efforts to cause the Trustee to execute,
all documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner.

            (r) Cause all Underlying Common Stock to be listed on each
securities exchange or quotation system on which the Common Stock is then listed
no later than the date the Initial Shelf Registration Statement is declared
effective and, in connection therewith, to make such filings as may be required
under the Exchange Act and to have such filings declared effective as and when
required thereunder.

            SECTION 4. Holder's Obligations. Each Holder agrees, by acquisition
of the Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Registration
Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to
Section 2(d) hereof (including the information required to be included in such
Notice and Questionnaire) and the information set forth in the next sentence.
Each Notice Holder agrees to furnish promptly to the Company in



                                       13
<PAGE>
writing all information required to be disclosed in order to make the
information previously furnished to the Company by such Notice Holder not
misleading, any other information regarding such Notice Holder and the
distribution of such Registrable Securities as may be required to be disclosed
in the Registration Statement under applicable law or pursuant to SEC comments
and any information otherwise required by the Company to comply with applicable
law or regulations. Each Holder further agrees, following termination of the
Effectiveness Period, to notify the Company, within ten (10) Business Days of a
request, of the amount of Registrable Securities sold pursuant to the
Registration Statement and, in the absence of a response, the Company may assume
that all of the Holder's Registrable Securities were so sold.

            SECTION 5. Registration Expenses. The Company shall bear all fees
and expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any of the
Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws to the extent such
filings or compliance are required pursuant to this Agreement (including,
without limitation, reasonable fees and disbursements of the counsel specified
in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities)), (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities in a form eligible
for deposit with The Depository Trust Company), (iii) duplication expenses
relating to copies of any Registration Statement or Prospectus delivered to any
Holders hereunder, (iv) fees and disbursements of counsel for the Company in
connection with the Shelf Registration Statement, and (v) reasonable fees and
disbursements of the Trustee and its counsel and of the registrar and transfer
agent for the Common Stock. In addition, the Company shall bear or reimburse the
Notice Holders for the reasonable fees and disbursements of one firm of legal
counsel for the Holders, which shall, upon the written consent of the Initial
Purchasers (which shall not be unreasonably withheld), be a nationally
recognized law firm experienced in securities law matters designated by the
Company. In addition, the Company shall pay its internal expenses (including,
without limitation, all salaries and expenses of officers and employees
performing legal or accounting duties), and its expenses for any annual audit,
the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange on which the same securities of the
Company are then listed and the fees and expenses of any person, including
special experts, retained by the Company.

            SECTION 6. Indemnification; Contribution.

            (a) The Company agrees to indemnify and hold harmless each Initial
Purchaser and each Holder of Registrable Securities and each person, if any, who
controls any Initial Purchaser or any holder of Registrable Securities within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, as follows:

                                       14
<PAGE>
                  (i) against any and all loss, liability, claim, damage and
            expense whatsoever, as incurred, arising out of any untrue statement
            or alleged untrue statement of a material fact contained in the
            Registration Statement (or any amendment thereto), or the omission
            or alleged omission therefrom of a material fact required to be
            stated therein or necessary in order to make the statements therein,
            in light of the circumstances under which they were made, not
            misleading or arising out of any untrue statement or alleged untrue
            statement of a material fact included in any preliminary prospectus
            or the Prospectus (or any amendment or supplement thereto), or the
            omission or alleged omission therefrom of a material fact necessary
            in order to make the statements therein, in the light of the
            circumstances under which they were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
            expense whatsoever, as incurred, to the extent of the aggregate
            amount paid in settlement of any litigation, or any investigation or
            proceeding by any governmental agency or body, commenced or
            threatened, or of any claim whatsoever based upon any such untrue
            statement or omission, or any such alleged untrue statement or
            omission, provided that (subject to Section 6(d) below) any such
            settlement is effected with the prior written consent of the
            Company; and

                  (iii) subject to Section 6(c) below, against any and all
            expense whatsoever, as incurred (including the reasonable fees and
            disbursements of counsel), reasonably incurred in investigating,
            preparing or defending against any litigation, or any investigation
            or proceeding by any governmental agency or body, commenced or
            threatened, or any claim whatsoever based upon any such untrue
            statement or omission, or any such alleged untrue statement or
            omission, to the extent that any such expense is not paid under (i)
            or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of the Initial Purchasers, such Holder of Registrable Securities
(which also acknowledges the indemnity provisions herein) or any person, if any,
who controls any Initial Purchaser or any such Holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto), or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); provided further that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense (1) arising from an offer or sale of
Registrable Securities occurring during a Deferral Period, if a Deferral Notice
was given to such Notice Holder or (2) if the Holder fails to deliver at or
prior to the written confirmation of sale, the most recent Prospectus, as
amended or supplemented, and such Prospectus, as amended or supplemented, would
have corrected such untrue statement or omission or alleged untrue statement or
omission of a material fact and the delivery thereof was required by law.



                                       15
<PAGE>
            (b) In connection with any Shelf Registration Statement in which a
Holder, including, without limitation, the Initial Purchasers of Registrable
Securities is participating, in furnishing information relating to such Holder
of Registrable Securities to the Company in writing expressly for use in such
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto, the Holders of such Registrable Securities
agree, severally and not jointly, to indemnify and hold harmless the Initial
Purchasers and each person, if any, who controls any Initial Purchaser within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act and the Company and each person, if any, who controls the Company
within the meaning of either such Section, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Holder of Registrable Securities (which also acknowledges the indemnity
provisions herein) or any person, if any, who controls any such Holder of
Registrable Securities expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

            The Initial Purchasers agree severally to indemnify and hold
harmless the Company, the Holders of Registrable Securities, and each person, if
any, who controls the Company or any Holder of Registrable Securities within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act against any and all loss, liability, claim, damage and expense described in
the indemnity contained in subsection (a) of this Section 6, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto) or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Initial Purchasers expressly for
use in the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

            (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability hereunder to the extent it is not materially prejudiced
as a result thereof and in any event shall not relieve it from any liability
which it may have otherwise than on account of these indemnity provisions. The
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to

                                       16
<PAGE>
retain a separate firm as its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (A) the reasonable fees and
expenses of more than one firm (in addition to any local counsel) for the
Initial Purchasers, Holders of Registrable Securities, and all persons, if any,
who control any Initial Purchaser or Holder of Registrable Securities within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act or (B) the reasonable fees and expenses of more than one firm (in addition
to any local counsel) for the Company, its directors, and each person, if any,
who controls the Company within the meaning of either such Section, and that all
such reasonable fees and expenses shall be reimbursed as they are incurred. In
the event a separate firm is retained for the Initial Purchasers, Holders of
Registrable Securities, and control persons of the Initial Purchasers and
Holders of Registrable Securities, such firm shall be designated in writing by
the Initial Purchasers. In the event a separate firm is retained for the Company
and its directors, officers and control persons, such firm shall be designated
in writing by the Company. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 6 (whether or not the indemnified parties are
actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding 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.

            (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than sixty (60) days
after receipt by such indemnifying party of aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least forty-five (45) days prior to such settlement being entered into and (iii)
such indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement; provided that
an indemnifying party shall not be liable for any such settlement effected
without its consent if such indemnifying party (1) reimburses such indemnified
party in accordance with such request to the extent it considers such request to
be reasonable and (2) provides written notice to the indemnified party
describing any unpaid balance it believes is unreasonable and the reasons
therefor, in each case prior to the date of such settlement.



                                       17
<PAGE>
            (e) If the indemnification to which an indemnified party is entitled
under this Section 6 is for any reason unavailable to or insufficient although
applicable in accordance with its terms to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the indemnifying party or parties on the one hand and of
the indemnified party on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

            The relative fault of the Company on the one hand and the holders of
the Registrable Securities or the Initial Purchasers on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by the
holder of the Registrable Securities or the Initial Purchasers and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

            The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred
by an indemnified party and referred to above in this Section 6(e) shall be
deemed to include any out-of-pocket legal or other expenses reasonably incurred
by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

            Notwithstanding the provisions of this Section 6, neither the Holder
of any Registrable Securities nor any Initial Purchaser shall be required to
indemnify or contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such Holder of Registrable
Securities or by such Initial Purchaser, as the case may be, and distributed to
the public exceeds the amount of any damages that such Holder of Registrable
Securities or such Initial Purchaser has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.

            No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

            For purposes of this Section 6(e), each person, if any, who controls
any Initial Purchaser or any holder of Registrable Securities within the meaning
of Section 15

                                       18
<PAGE>
of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as such Initial Purchaser or such holder, and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to
contribution as the Company.

            SECTION 7. Information Requirements. The Company covenants that, if
at any time before the end of the Effectiveness Period the Company is not
subject to the reporting requirements of the Exchange Act, it will cooperate
with any Holder of Registrable Securities and take such further reasonable
action as any Holder of Registrable Securities may reasonably request in writing
(including, without limitation, making such reasonable representations as any
such Holder may reasonably request), all to the extent required from time to
time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitations of Rule 144 and Rule 144A under
the Securities Act and customarily taken in connection with sales pursuant to
such exemptions. Upon the written request of any Holder of Registrable
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such filing requirements, unless such a statement
has been included in the Company's most recent annual or quarterly report
required to be filed and filed pursuant to Section 13 or Section 15(d) of the
Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities under any
section of the Exchange Act.

            SECTION 8. Miscellaneous.

            (a) No Conflicting Agreements. The Company is not, as of the date
hereof, a party to, nor shall it, on or after the date of this Agreement, enter
into, any agreement with respect to the Company's securities that conflicts with
the rights granted to the Holders of Registrable Securities in this Agreement.
The Company represents and warrants that the rights granted to the Holders of
Registrable Securities hereunder do not in any way conflict with the rights
granted to the holders of the Company's securities under any other agreements.

            (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Notes deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Notes are or would be convertible or exchangeable
as of the date on which such consent is requested). Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders of Registrable
Securities whose securities are being sold pursuant to a Registration Statement
and that does not directly or indirectly affect the rights of other Holders of
Registrable Securities

                                       19
<PAGE>
may be given by Holders of at least a majority of the Registrable Securities
being sold by such Holders pursuant to such Registration Statement; provided
that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence. Each Holder of Registrable Securities outstanding at the
time of any such amendment, modification, supplement, waiver or consent or
thereafter shall be bound by any such amendment, modification, supplement,
waiver or consent effected pursuant to this Section 8(b), whether or not any
notice, writing or marking indicating such amendment, modification, supplement,
waiver or consent appears on the Registrable Securities or is delivered to such
Holder.

            (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier, or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

            if to a Holder of Registrable Securities that is not a Notice
Holder, at the address for such Holder then appearing in the register maintained
by the Registrar (as defined in the Indenture);

            if to a Notice Holder, at the most current address given by
such Holder to the Company in a Notice and Questionnaire or any amendment
thereto;

            if to the Company, to:

                  Western Wireless Corporation
                  3650 131st Avenue S.E.
                  Bellevue, Washington  98006
                  Telephone No. 425-586-8700
                  Facsimile No. 425-586-8102
                  Attention: General Counsel

            with a copy to:

                  Friedman Kaplan Seiler & Adelman LLP
                  1633 Broadway, 46th Floor
                  New York, New York  10019-6708
                  Telephone No. 212-833-1107
                  Facsimile No. 212-833-1250
                  Attention: Barry A. Adelman

            and

                                       20
<PAGE>
            if to the Initial Purchasers, to:

                  Citigroup Global Markets Inc.
                  390 Greenwich Street
                  New York, New York  10013
                  Attention: General Counsel
                  Telecopier: 212-816-7912

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

            (d) Approval of Holders. Whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its Affiliates (other than the
Initial Purchasers or subsequent Holders of Registrable Securities if such
subsequent Holders are deemed to be such affiliates solely by reason of their
holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.

            (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto and, without requiring any express assignment, shall inure to the benefit
of and be binding upon each Holder of any Registrable Securities; provided that
nothing herein shall be deemed to permit any assignment, transfer of other
disposition of Registrable Securities in violation of the terms of the Purchase
Agreement. If any transferee of any Holder shall acquire Registrable Securities
in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be subject to all of the terms of this Agreement and by taking
and holding such Registrable Securities, such person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement.

            (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

            (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

            (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and

                                       21
<PAGE>
effect and shall in no way be affected, impaired or invalidated thereby, and the
parties hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction, it being intended that all of
the rights and privileges of the parties hereto shall be enforceable to the
fullest extent permitted by law.

            (j) Entire Agreement. This Agreement is intended by the parties
hereto as a final expression of their agreement and is intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties hereto with respect to such registration rights.

            (k) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the expiration of the Effectiveness Period,
except for (i) any liabilities or obligations under Section 4, 5 or 6 hereof and
the obligations to make payments of and provide for Additional Amounts under
Section 2(e) hereof to the extent such liabilities or obligations accrue prior
to the end of the Effectiveness Period, each of which shall remain in effect in
accordance with its terms.



                                       22
<PAGE>
            IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.

                              Very truly yours,

                              WESTERN WIRELESS CORPORATION


                              By: /s/ M. Wayne Wisehart
                                  ------------------------------
                                  Name:  M. Wayne Wisehart
                                  Title: Executive Vice President and
                                         Chief Financial Officer



Agreed and accepted as of the date
first above written:

CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES INC.
WACHOVIA SECURITIES, INC.


By: CITIGROUP GLOBAL MARKETS INC.


    By: /s/ Vignesh Nagenthram
        ----------------------------
        Name:  Vignesh Nagenthram
        Title: Vice President

For themselves and the other
several Initial Purchasers