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                                                                     EXHIBIT 4.2

                                                               EXECUTION VERSION

                         WESTERN WIRELESS CORPORATION

                          9.250% SENIOR NOTES DUE 2013

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                        July 16, 2003

Goldman, Sachs & Co.,
J.P. Morgan Securities Inc.
Wachovia Capital Markets, LLC
     As representatives of the several Purchasers
     named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         Western Wireless Corporation, a Washington corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its 9.250% Senior Notes
due 2013. As an inducement to the Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Company agrees with the Purchasers for the benefit of
holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows:

         1.       Certain Definitions.

         For purposes of this Exchange and Registration Rights Agreement, the
following terms shall have the following respective meanings:

                  (a)      The term "broker-dealer" shall mean any broker or
         dealer registered with the Commission under the Exchange Act.

                  (b)      "business day" shall mean each Monday, Tuesday,
         Wednesday, Thursday, Friday which is not a day on which banking
         institutions in New York City, the State of Washington or the State of
         California are authorized or obligated by law or executive order to
         close.

                  (c)      "Closing Date" shall mean the date on which the
         Securities are initially issued.

                  (d)      "Commission" shall mean the Securities and Exchange
         Commission, or any other federal agency at the time administering the
         Exchange Act or the Securities Act, whichever is the relevant statute
         for the particular purpose.

                  (e)      "Deferral Period" shall have the meaning assigned
         thereto in Section 2(c) hereof.

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                  (f)      "Effective Time", in the case of (i) an Exchange
         Registration, shall mean the time and date as of which the Commission
         declares the Exchange Registration Statement effective or as of which
         such Exchange Registration Statement otherwise becomes effective and
         (ii) a Shelf Registration, shall mean the time and date as of which the
         Commission declares the Shelf Registration Statement effective or as of
         which the Shelf Registration Statement otherwise becomes effective.

                  (g)      "Electing Holder" shall mean any holder of
         Registrable Securities that has returned a completed and signed Notice
         and Questionnaire to the Company in accordance with Section 3(c)(ii) or
         3(c)(iii) hereof.

                  (h)      "Exchange Act" shall mean the Securities Exchange Act
         of 1934, or any successor thereto, and the rules, regulations and forms
         promulgated thereunder, all as the same shall be amended from time to
         time.

                  (i)      "Exchange Offer" shall have the meaning assigned
         thereto in Section 2(a) hereof.

                  (j)      "Exchange Registration" shall have the meaning
         assigned thereto in Section 3(f) hereof.

                  (k)      "Exchange Registration Statement" shall have the
         meaning assigned thereto in Section 2(a) hereof.

                  (l)      "Exchange Securities" shall have the meaning assigned
         thereto in Section 2(a) hereof.

                  (m)      The term "holder" shall mean each of the Purchasers
         and other persons who acquire Registrable Securities from time to time
         (including any successors or assigns), in each case for so long as such
         person owns any Registrable Securities.

                  (n)      "Indenture" shall mean the Indenture, dated as of
         July 16, 2003, between the Company and The Bank of New York, as
         Trustee, as the same shall be amended from time to time.

                  (o)      "Notice and Questionnaire" means a Notice of
         Registration Statement and Selling Securityholder Questionnaire
         substantially in the form of Exhibit A hereto.

                  (p)      The term "person" shall mean a corporation,
         association, partnership, limited liability company, trust or estate,
         joint venture, organization, business, individual, government or
         political subdivision thereof or governmental agency, or any other
         entity.

                  (q)      "Purchase Agreement" shall mean the Purchase
         Agreement, dated as of July 11, 2003, between the Purchasers and the
         Company relating to the Securities.

                  (r)      "Purchasers" shall mean the Purchasers named in
         Schedule I to the Purchase Agreement.

                  (s)      "Registrable Securities" shall mean the Securities;
         provided, however, that such Securities shall cease to be Registrable
         Securities when (i) in the circumstances contemplated by Section 2(a)
         hereof, such Securities either have been exchanged for

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         Exchange Securities in an Exchange Offer as contemplated in Section
         2(a) or the holder thereof, other than the Purchasers, has failed to
         tender the same for Exchange Securities prior to the expiration of an
         Exchange Offer effected in accordance with and in the manner
         contemplated by this Agreement (provided that any Exchange Security
         received by a broker-dealer in an Exchange Offer in exchange for a
         Registrable Security that was not acquired by the broker-dealer
         directly from the Company will also be a Registerable Security through
         and including the earlier of the 90th day after the Exchange Offer is
         completed or such time as such broker-dealer no longer owns such
         Security); (ii) in the circumstances contemplated by Section 2(b)
         hereof, a registration statement registering such Securities under the
         Securities Act has been declared or becomes effective and such
         Securities have been sold or otherwise transferred by the holder
         thereof pursuant to such effective registration statement; (iii) such
         Securities are sold pursuant to Rule 144 under circumstances in which
         any legend borne by such Securities relating to restrictions on
         transferability thereof, under the Securities Act or otherwise, is
         removed by the Company or pursuant to the Indenture or such Securities
         are eligible to be sold pursuant to paragraph (k) of Rule 144; or (iv)
         such Securities shall cease to be outstanding.

                  (t)      "Registration Default" shall have the meaning
         assigned thereto in Section 2(c) hereof.

                  (u)      "Registration Expenses" shall have the meaning
         assigned thereto in Section 4 hereof.

                  (v)      "Resale Period" shall have the meaning assigned
         thereto in Section 2(a) hereof.

                  (w)      "Restricted Holder" shall mean (i) a holder that is
         an affiliate of the Company within the meaning of Rule 405, (ii) a
         holder who acquires Exchange Securities outside the ordinary course of
         such holder's business, (iii) a holder who has arrangements or
         understandings with any person to participate in the Exchange Offer for
         the purpose of distributing Exchange Securities or (iv) a holder that
         is a broker-dealer, but only with respect to Exchange Securities
         received by such broker-dealer pursuant to an Exchange Offer in
         exchange for Registrable Securities acquired by the broker-dealer
         directly from the Company.

                  (x)      "Rule 144", "Rule 405" and "Rule 415" shall mean, in
         each case, such rule promulgated under the Securities Act (or any
         successor provision), as the same shall be amended from time to time.

                  (y)      "Securities" shall mean, collectively, the 9.250%
         Senior Notes due 2013 of the Company to be issued and sold to the
         Purchasers, and securities issued in exchange therefor or in lieu
         thereof pursuant to the Indenture.

                  (z)      "Securities Act" shall mean the Securities Act of
         1933, or any successor thereto, and the rules, regulations and forms
         promulgated thereunder, all as the same shall be amended from time to
         time.

                  (aa)     "Shelf Registration" shall have the meaning assigned
         thereto in Section 2(b) hereof.

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                  (bb)     "Shelf Registration Statement" shall have the meaning
         assigned thereto in Section 2(b) hereof.

                  (cc)     "Special Interest" shall have the meaning assigned
         thereto in Section 2(c) hereof.

                  (dd)     "Trust Indenture Act" shall mean the Trust Indenture
         Act of 1939, or any successor thereto, and the rules, regulations and
         forms promulgated thereunder, all as the same shall be amended from
         time to time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

         2.       Registration Under the Securities Act.

                  (a)      Except as set forth in Section 2(b) below, the
         Company agrees to file under the Securities Act, as soon as
         practicable, but no later than 60 days after the Closing Date, a
         registration statement relating to an offer to exchange (such
         registration statement, the "Exchange Registration Statement", and such
         offer, the "Exchange Offer") any and all of the Registrable Securities
         for a like aggregate principal amount of debt securities issued by the
         Company, which debt securities are substantially identical to the
         Registrable Securities (and are entitled to the benefits of a trust
         indenture which is substantially identical to the Indenture or is the
         Indenture and which has been qualified under the Trust Indenture Act),
         except that they have been registered pursuant to an effective
         registration statement under the Securities Act and do not contain
         provisions for the additional interest contemplated in Section 2(c)
         below (such new debt securities hereinafter called "Exchange
         Securities"). The Company agrees to use commercially reasonable efforts
         to cause such Exchange Registration Statement to become effective under
         the Securities Act as soon as practicable, but no later than 150 days
         after the Closing Date. The Exchange Offer will be registered under the
         Securities Act on the appropriate form and will comply with all
         applicable tender offer rules and regulations under the Exchange Act.
         The Company further agrees to use commercially reasonable efforts to
         commence and complete the Exchange Offer promptly, but no later than 45
         days, after such Exchange Registration Statement has become effective,
         hold the Exchange Offer open for at least 20 business days and exchange
         Exchange Securities for all Registrable Securities that have been
         properly tendered and not withdrawn on or prior to the expiration of
         the Exchange Offer. The Exchange Offer will be deemed to have been
         completed only if the debt securities received by holders other than
         Restricted Holders in the Exchange Offer for Registrable Securities
         are, upon receipt, transferable by each such holder without restriction
         under the Securities Act and the Exchange Act and without material
         restrictions under the Blue Sky or securities laws of a substantial
         majority of the States of the United States of America. The Exchange
         Offer shall be deemed to have been completed upon the earlier to occur
         of (i) the Company having exchanged the Exchange Securities for all
         outstanding Registrable Securities pursuant to the Exchange Offer and
         (ii) the Company having exchanged, pursuant to the Exchange Offer,
         Exchange Securities for all Registrable Securities that have been
         properly tendered and not withdrawn before the expiration of the
         Exchange Offer, which shall be on a date that is at least 20 business
         days following the commencement of the Exchange Offer. The

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         Company agrees (x) to include in the Exchange Registration Statement a
         prospectus for use in connection with any resales of Exchange
         Securities by a broker-dealer, other than resales of Exchange
         Securities received by a broker-dealer pursuant to an Exchange Offer in
         exchange for Registrable Securities acquired by the broker-dealer
         directly from the Company, and (y) to keep such Exchange Registration
         Statement effective for a period (the "Resale Period") beginning when
         Exchange Securities are first issued in the Exchange Offer and ending
         upon the earlier of the expiration of the 90th day after the Exchange
         Offer has been completed or such time as such broker-dealers no longer
         own any Exchange Securities. With respect to such Exchange Registration
         Statement, each broker-dealer that holds Exchange Securities received
         in an Exchange Offer in exchange for Registerable Securities not
         acquired by it directly from the Company shall have the benefit of the
         rights of indemnification and contribution set forth in Sections 6(a),
         (c), (d) and (e) hereof.

                  (b)      If (i) on or prior to the consummation of the
         Exchange Offer existing Commission interpretations are changed such
         that the debt securities received by holders other than Restricted
         Holders in the Exchange Offer for Registrable Securities are not or
         would not be, upon receipt, transferable by each such holder without
         restriction under the Securities Act, (ii) the Exchange Offer has not
         been completed within 255 days following the Closing Date or (iii) the
         Exchange Offer is not available to any holder of the Securities, the
         Company shall, in lieu of (or, in the case of clause (iii), in addition
         to) conducting the Exchange Offer contemplated by Section 2(a), file
         under the Securities Act as soon as practicable, but no later than 60
         days after the time such obligation to file arises, a "shelf
         registration" statement providing for the registration of, and the sale
         on a continuous or delayed basis by the holders of, all of the
         Registrable Securities, pursuant to Rule 415 or any similar rule that
         may be adopted by the Commission (such filing, the "Shelf
         Registration", and such registration statement, the "Shelf Registration
         Statement"). The Company agrees to use commercially reasonable efforts
         (x) to cause the Shelf Registration Statement to become or be declared
         effective no later than 150 days after such Shelf Registration
         Statement is filed and to keep such Shelf Registration Statement
         effective (except during a Deferral Period) for a period ending on the
         earlier of the second anniversary of the Effective Time or such time as
         there are no longer any Registrable Securities outstanding, provided,
         however, that no holder shall be entitled to be named as a selling
         securityholder in the Shelf Registration Statement or to use the
         prospectus forming a part thereof for resales of Registrable Securities
         unless such holder is an Electing Holder, and (y) except during a
         Deferral Period, after the Effective Time of the Shelf Registration
         Statement, promptly upon the request of any holder of Registrable
         Securities that is not then an Electing Holder, to take any action
         reasonably necessary to enable such holder to use the prospectus
         forming a part thereof for resales of Registrable Securities,
         including, without limitation, any action necessary to identify such
         holder as a selling securityholder in the Shelf Registration Statement,
         provided, however, that nothing in this clause (y) shall relieve any
         such holder of the obligation to return a completed and signed Notice
         and Questionnaire to the Company in accordance with Section 3(c)(iii)
         hereof. The Company further agrees to supplement or make amendments to
         the Shelf Registration Statement, as and when required by the rules,
         regulations or instructions applicable to the registration form used by
         the Company for such Shelf Registration Statement or by the Securities
         Act or rules and regulations thereunder for shelf registration, and the
         Company agrees to furnish to each Electing Holder copies of any such
         supplement or amendment prior to its being used or promptly following
         its filing with the Commission. The Company may suspend the
         availability of the Shelf Registration Statement during a Deferral
         Period and each holder of Registrable Securities

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         agrees not to sell any Registrable Securities pursuant to the Shelf
         Registration Statement during a Deferral Period.

                  (c)      In the event that (i) the Company has not filed the
         Exchange Registration Statement or Shelf Registration Statement on or
         before the date on which such registration statement is required to be
         filed pursuant to Section 2(a) or 2(b), respectively, (ii) such
         Exchange Registration Statement or Shelf Registration Statement has not
         become effective or been declared effective by the Commission on or
         before the date on which such registration statement is required to be
         declared effective pursuant to Section 2(a) or 2(b), respectively,
         (iii) the Exchange Offer has not been completed within 45 days after
         the initial effective date of the Exchange Registration Statement
         relating to the Exchange Offer (if the Exchange Offer is then required
         to be made) (it being understood that the Company shall only be
         required to hold the Exchange Offer open for at least 20 business days)
         or (iv) any registration statement required by Section 2(a) or 2(b)
         hereof is filed and declared effective but shall thereafter either be
         withdrawn by the Company or shall become subject to an effective stop
         order issued pursuant to Section 8(d) of the Securities Act suspending
         the effectiveness of such registration statement (except as
         specifically permitted herein) without being succeeded as soon as
         reasonably practicable by an additional registration statement filed
         and declared effective (each such event referred to in clauses (i)
         through (iv), a "Registration Default"; provided that no more than one
         Registration Default shall be deemed to be in effect at any one time),
         then, as liquidated damages for such Registration Default, subject to
         the provisions of Section 9(b), the per annum interest rate on the
         Securities shall be increased by adding 0.25% thereto (e.g., such
         interest rate, if initially 9.250%, would be increased to 9.500%) for
         the period from the first day on which the Registration Default occurs
         to the first day on which no Registration Default is in effect (at
         which time the interest rate on the Securities will be restored to its
         initial rate) ("Special Interest"). For each 90-day period that the
         Registration Default continues, the per annum rate of such Special
         Interest will increase by an additional 0.25%, provided that such rate
         shall in no event exceed 1.0% per annum in the aggregate.
         Notwithstanding the foregoing, a Registration Default shall be deemed
         suspended and Special Interest shall not accrue during one or more
         periods in which the existence of any development, event, fact,
         situation or circumstance relating to the Company makes it, in the sole
         discretion of the Company, appropriate to suspend the availability of
         the Shelf Registration Statement and the prospectus included therein
         (any such period, a "Deferral Period"); provided, however, that no
         Deferral Period or Deferral Periods shall exceed an aggregate of 30
         days in any three-month period or an aggregate of 90 days in any
         twelve-month period.

                  (d)      The Company shall take all actions necessary or
         advisable to be taken by it to ensure that the transactions
         contemplated herein are effected as so contemplated.

                  (e)      Any reference herein to a registration statement as
         of any time shall be deemed to include any document incorporated, or
         deemed incorporated, therein by reference as of such time and any
         reference herein to any post-effective amendment to a registration
         statement shall be deemed to include any document incorporated, or
         deemed incorporated, therein by reference as of such time.

         3.       Registration Procedures.

         If the Company files a registration statement pursuant to Section 2(a)
or Section 2(b), the following provisions shall apply:

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                  (a)      At or before the Effective Time of the Exchange Offer
         or the Shelf Registration, as the case may be, the Company shall
         qualify the Indenture under the Trust Indenture Act of 1939.

                  (b)      In the event that such qualification would require
         the appointment of a new trustee under the Indenture, the Company shall
         appoint a new trustee thereunder pursuant to the applicable provisions
         of the Indenture.

                  (c)      In connection with the Company's obligations with
         respect to the Shelf Registration, if applicable, the Company shall use
         commercially reasonably efforts to cause the Shelf Registration to
         permit the disposition of the Registrable Securities by the holders
         thereof in accordance with the intended method or methods of
         disposition thereof provided for in the Shelf Registration Statement.
         In connection therewith, the Company shall, as soon as reasonably
         possible (or as otherwise specified):

                           (i)      prepare and file with the Commission, as
                  soon as practicable but in any case within the time period
                  specified in Section 2(b), a Shelf Registration Statement on
                  any form which may be utilized by the Company and which shall
                  register all of the Registrable Securities for resale by the
                  holders thereof in accordance with the intended method or
                  methods thereof, as specified in writing by a majority in
                  interest of the holders of the Registrable Securities, and use
                  commercially reasonably efforts to cause such Shelf
                  Registration Statement to become effective as soon as
                  practicable but in any case within the time period specified
                  in Section 2(b);

                           (ii)     not less than 30 calendar days prior to the
                  Effective Time of the Shelf Registration Statement, mail the
                  Notice and Questionnaire to the holders of Registrable
                  Securities; no holder shall be entitled to be named as a
                  selling securityholder in the Shelf Registration Statement as
                  of the Effective Time, and no holder shall be entitled to use
                  the prospectus forming a part thereof for resales of
                  Registrable Securities at any time, unless such holder has
                  returned a completed and signed Notice and Questionnaire to
                  the Company by the deadline for response set forth therein;
                  provided, however, holders of Registrable Securities shall
                  have at least 25 calendar days from the date on which the
                  Notice and Questionnaire is first mailed to such holders
                  before which a completed and signed Notice and Questionnaire
                  must be received by the Company;

                           (iii)    after the Effective Time of the Shelf
                  Registration Statement, upon the request of any holder of
                  Registrable Securities that is not then an Electing Holder,
                  promptly send a Notice and Questionnaire to such holder;
                  provided, that the Company shall not be required to take any
                  action to name such holder as a selling securityholder in the
                  Shelf Registration Statement or to enable such holder to use
                  the prospectus forming a part thereof for resales of
                  Registrable Securities until such holder has returned to the
                  Company and the Company has received a completed and signed
                  Notice and Questionnaire;

                           (iv)     as soon as practicable prepare and file with
                  the Commission such amendments and supplements to such Shelf
                  Registration Statement and the prospectus included therein as
                  may be necessary to effect and maintain the effectiveness of
                  such Shelf Registration Statement for the period specified in
                  Section 2(b) hereof and as may be required by the applicable
                  rules and

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                  regulations of the Commission and the instructions applicable
                  to the form of such Shelf Registration Statement, and furnish
                  to the holders of the Registrable Securities copies of any
                  such supplement or amendment simultaneously with or prior to
                  its being used or filed with the Commission;

                           (v)      comply, as to all matters within the
                  Company's control, with the provisions of the Securities Act
                  with respect to the disposition of all of the Registrable
                  Securities covered by such Shelf Registration Statement in
                  accordance with the intended methods of disposition by the
                  Electing Holders provided for in such Shelf Registration
                  Statement;

                           (vi)     provide (A) the Electing Holders, (B) the
                  underwriters (which term, for purposes of this Exchange and
                  Registration Rights Agreement, shall include a person deemed
                  to be an underwriter within the meaning of Section 2(11) of
                  the Securities Act), if any, thereof, (C) the sales or
                  placement agent, if any, therefor, (D) counsel for any such
                  underwriter or agent and (E) not more than one counsel for all
                  the Electing Holders the opportunity to participate in the
                  preparation of such Shelf Registration Statement, each
                  prospectus included therein or filed with the Commission and
                  each amendment or supplement thereto;

                           (vii)    for a reasonable period prior to the filing
                  of such Shelf Registration Statement, and throughout the
                  period specified in Section 2(b), make available at reasonable
                  times at the Company's principal place of business or such
                  other reasonable place for inspection by the persons referred
                  to in Section 3(c)(vi) who shall certify to the Company that
                  they have a current intention to sell the Registrable
                  Securities pursuant to the Shelf Registration Statement such
                  financial and other information and books and records of the
                  Company, and cause the officers, employees, counsel and
                  independent certified public accountants of the Company to
                  respond to such inquiries, as shall be reasonably necessary,
                  in the judgment of the respective counsel referred to in such
                  Section, to conduct a reasonable investigation within the
                  meaning of Section 11 of the Securities Act; provided,
                  however, that each such party shall be required to maintain in
                  confidence and not to disclose to any other person any
                  non-public information or records, until such time as (A) such
                  information becomes a matter of public record (whether by
                  virtue of its inclusion in the Shelf Registration Statement or
                  otherwise), (B) such person shall be required so to disclose
                  such information pursuant to a subpoena or order of any court
                  or other governmental agency or body having jurisdiction over
                  the matter (subject to the requirements of such order, and
                  only after such person shall have given the Company prompt
                  prior written notice of such requirement) or (C) such
                  information is required to be set forth in such Shelf
                  Registration Statement or the prospectus included therein or
                  in an amendment to such Shelf Registration Statement or an
                  amendment or supplement to such prospectus in order that such
                  Shelf Registration Statement, prospectus, amendment or
                  supplement, as the case may be, complies with all applicable
                  requirements of the federal securities laws and rules and
                  regulations of the Commission and does not contain an untrue
                  statement of a material fact or omit to state therein a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading in light of the
                  circumstances then existing;

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                           (viii)   promptly notify each of the Electing
                  Holders, any sales or placement agent therefor and any
                  underwriter thereof (which notification may be made through
                  any managing underwriter that is a representative of such
                  underwriter for such purpose) and confirm such advice in
                  writing, (A) when such Shelf Registration Statement or the
                  prospectus included therein or any prospectus amendment or
                  supplement or post-effective amendment has been filed, and,
                  with respect to such Shelf Registration Statement or any
                  post-effective amendment, when the same has become effective,
                  (B) of any comments by the Commission or by the Blue Sky or
                  securities commissioner or regulator of any state with respect
                  thereto or any request by the Commission for amendments or
                  supplements to such Shelf Registration Statement or prospectus
                  or for additional information, (C) of the issuance by the
                  Commission of any stop order suspending the effectiveness of
                  such Shelf Registration Statement or the initiation or
                  threatening of any proceedings for that purpose, (D) if at any
                  time the representations and warranties of the Company
                  contemplated by Section 3(c)(xvii) or Section 5 cease to be
                  true and correct in all material respects, (E) of the receipt
                  by the Company of any notification with respect to the
                  suspension of the qualification of the Registrable Securities
                  for sale in any jurisdiction or the initiation or threatening
                  of any proceeding for such purpose, or (F) if at any time when
                  a prospectus is required to be delivered under the Securities
                  Act, that such Shelf Registration Statement, prospectus,
                  prospectus amendment or supplement or post-effective amendment
                  to such Shelf Registration Statement does not conform in all
                  material respects to the applicable requirements of the
                  Securities Act and the Trust Indenture Act and the rules and
                  regulations of the Commission thereunder or contains an untrue
                  statement of a material fact or omits to state any material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading in light of the
                  circumstances then existing;

                           (ix)     use commercially reasonably efforts to
                  obtain the withdrawal of any order suspending the
                  effectiveness of such Shelf Registration Statement or any
                  post-effective amendment thereto at the earliest practicable
                  date;

                           (x)      if requested by any managing underwriter or
                  underwriters, any placement or sales agent or any Electing
                  Holder, promptly incorporate in a prospectus supplement or
                  post-effective amendment to the Shelf Registration Statement
                  such information as is required by the applicable rules and
                  regulations of the Commission and as such managing underwriter
                  or underwriters, such agent or such Electing Holder specifies
                  should be included therein relating to the terms of the sale
                  of such Registrable Securities, including information with
                  respect to the principal amount of Registrable Securities
                  being sold by such Electing Holder or agent or to any
                  underwriters, the name and description of such Electing
                  Holder, agent or underwriter, the offering price of such
                  Registrable Securities and any discount, commission or other
                  compensation payable in respect thereof, the purchase price
                  being paid therefor by such underwriters and with respect to
                  any other terms of the offering of the Registrable Securities
                  to be sold by such Electing holder or agent or to such
                  underwriters; and make all required filings of such prospectus
                  supplement or post-effective amendment promptly after
                  notification of the matters to be incorporated in such
                  prospectus supplement or post-effective amendment;

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                           (xi)     furnish to each Electing Holder, each
                  placement or sales agent, if any, therefor, each underwriter,
                  if any, thereof and the respective counsel referred to in
                  Section 3(c)(vi) an executed copy (or, in the case of an
                  Electing Holder, a conformed copy) of such Shelf Registration
                  Statement, each such amendment and supplement thereto (in each
                  case including all exhibits thereto (in the case of an
                  Electing Holder, upon request) and documents incorporated by
                  reference therein) and such number of copies of such Shelf
                  Registration Statement (excluding exhibits thereto and
                  documents incorporated by reference therein unless
                  specifically so requested by such Electing Holder, agent,
                  underwriter or counsel, as the case may be) and of the
                  prospectus included in such Shelf Registration Statement
                  (including each preliminary prospectus and any summary
                  prospectus), in conformity in all material respects with the
                  applicable requirements of the Securities Act and the Trust
                  Indenture Act and the rules and regulations of the Commission
                  thereunder, and such other documents, as such Electing Holder,
                  agent, if any, and underwriter, if any, may reasonably request
                  in order to facilitate the offering and disposition of the
                  Registrable Securities owned by such Electing Holder, offered
                  or sold by such agent or underwritten by such underwriter and
                  to permit such Electing Holder, agent and underwriter to
                  satisfy the prospectus delivery requirements of the Securities
                  Act; and the Company hereby consents to the use of such
                  prospectus (including such preliminary prospectus and summary
                  prospectus) and any amendment or supplement thereto by each
                  such Electing Holder and by any such agent and underwriter, in
                  each case in the form most recently provided to such person by
                  the Company, in connection with the offering and sale of the
                  Registrable Securities covered by the prospectus (including
                  such preliminary prospectus and summary prospectus) or any
                  supplement or amendment thereto;

                           (xii)    use commercially reasonably efforts to (A)
                  register or qualify the Registrable Securities to be included
                  in such registration statement under such securities laws or
                  Blue Sky laws of such United States jurisdictions as any
                  Electing Holder and each placement or sales agent, if any,
                  therefor and underwriter, if any, thereof shall reasonably
                  request, (B) keep such registrations or qualifications in
                  effect and comply with such laws so as to permit the
                  continuance of offers, sales and dealings therein in such
                  jurisdictions during the period the Shelf Registration
                  Statement is required to remain effective under Section 2(b)
                  above and for so long as may be necessary to enable any such
                  Electing Holder, agent or underwriter to complete its
                  distribution of Securities pursuant to such Shelf Registration
                  Statement and (C) take any and all other actions as may be
                  reasonably necessary or advisable to enable each such Electing
                  Holder, agent, if any, and underwriter, if any, to consummate
                  the disposition in such jurisdictions of such Registrable
                  Securities; provided, however, that the Company shall not be
                  required for any such purpose to (1) qualify as a foreign
                  corporation in any jurisdiction wherein it would not otherwise
                  be required to qualify but for the requirements of this
                  Section 3(c)(xii), (2) consent to general service of process
                  in any such jurisdiction or (3) make any changes to its
                  articles of incorporation or by-laws or any agreement between
                  it and its shareholders;

                           (xiii)   use commercially reasonably efforts to
                  obtain the consent or approval of each governmental agency or
                  authority, whether federal, state or local, which may be
                  required to effect the Shelf Registration or the offering or

                                      -10-
<PAGE>

                  sale in connection therewith or to enable the selling holder
                  or holders to offer, or to consummate the disposition of,
                  their Registrable Securities;

                           (xiv)    Unless any Registrable Securities shall be
                  in book-entry only form, cooperate with the Electing Holders
                  and the managing underwriters, if any, to facilitate the
                  timely preparation and delivery of certificates representing
                  Registrable Securities to be sold, which certificates, if so
                  required by any securities exchange upon which any Registrable
                  Securities are listed, shall be penned, lithographed or
                  engraved, or produced by any combination of such methods, on
                  steel engraved borders, and which shall not bear any
                  restrictive legends; and, in the case of an underwritten
                  offering, enable such Registrable Securities to be in such
                  denominations and registered in such names as the managing
                  underwriters may request at least two business days prior to
                  any sale of the Registrable Securities;

                           (xv)     provide a CUSIP number for all Registrable
                  Securities, no later than the applicable Effective Time;

                           (xvi)    enter into one or more underwriting
                  agreements, engagement letters, agency agreements, "best
                  efforts" underwriting agreements or similar agreements, as
                  appropriate, including customary provisions relating to
                  indemnification and contribution, and take such other actions
                  in connection therewith as holders of a majority in aggregate
                  principal amount of the Registrable Securities at the time
                  outstanding shall reasonably request in order to expedite or
                  facilitate the disposition of such Registrable Securities;
                  provided, that the Company shall not be required to enter into
                  any such agreement more than once with respect to all of the
                  Registrable Securities and may delay entering into such
                  agreement until the consummation of any underwritten public
                  offering which the Company shall have then undertaken and for
                  such time thereafter as the underwriters of such public
                  offering may reasonably request;

                           (xvii)   whether or not an agreement of the type
                  referred to in Section (3)(c)(xvi) hereof is entered into and
                  whether or not any portion of the offering contemplated by the
                  Shelf Registration Statement is an underwritten offering or is
                  made through a placement or sales agent or any other entity,
                  (A) make such representations and warranties to the Electing
                  Holders and the placement or sales agent, if any, therefor and
                  the underwriters, if any, thereof in form, substance and scope
                  as are customarily made by the Company in connection with an
                  offering of debt securities pursuant to any appropriate
                  agreement or to a registration statement filed on the form
                  applicable to the Shelf Registration; (B) obtain an opinion of
                  counsel to the Company in customary form and covering such
                  matters, of the type customarily covered by such an opinion in
                  connection with an offering of debt securities by the Company,
                  as the managing underwriters or placement or sales agent, if
                  any, or as any Electing Holders of at least 25% in aggregate
                  principal amount of the Registrable Securities at the time
                  outstanding may reasonably request, addressed to such Electing
                  Holder or Electing Holders and the placement or sales agent,
                  if any, therefor and the underwriters, if any, thereof and
                  dated the effective date of such Shelf Registration Statement
                  (and if such Shelf Registration Statement contemplates an
                  underwritten offering of a part or all of the Registrable
                  Securities, dated the date of the closing under the
                  underwriting agreement relating thereto) (it being agreed that
                  the matters to be

                                      -11-
<PAGE>

                  covered by such opinion shall include the due incorporation
                  and valid existence of the Company and its significant
                  subsidiaries; the qualification of the Company and its
                  significant subsidiaries to transact business as foreign
                  corporations, other than such jurisdictions in which the
                  failure to be so qualified would not result in a material
                  adverse effect; the due authorization, execution and delivery
                  of the relevant agreement of the type referred to in Section
                  (3)(c)(xvi) hereof, the due authorization, execution,
                  authentication and issuance, and the validity and
                  enforceability, of the Securities; the absence of material
                  legal or governmental proceedings involving the Company or any
                  of its significant subsidiaries; the absence of a breach by
                  the Company or any of its significant subsidiaries of, or a
                  default under, material agreements binding upon the Company or
                  any significant subsidiary of the Company, except for defaults
                  disclosed in the Shelf Registration Statement or that
                  individually or in the aggregate would not have a material
                  adverse effect; the absence of governmental approvals required
                  to be obtained in connection with the Shelf Registration, the
                  offering and sale of the Registrable Securities, this Exchange
                  and Registration Rights Agreement or any agreement of the type
                  referred to in Section (3)(c)(xvi) hereof, except such
                  approvals as may be required under state securities or Blue
                  Sky laws; the material compliance as to form of such Shelf
                  Registration Statement and any documents incorporated by
                  reference therein and of the Indenture with the requirements
                  of the Securities Act and the Trust Indenture Act and the
                  rules and regulations of the Commission thereunder,
                  respectively; and a statement by such counsel to the effect
                  that nothing has come to their attention that would cause them
                  to believe that as of the date of the opinion and of the Shelf
                  Registration Statement or most recent post-effective amendment
                  thereto, as the case may be, such Shelf Registration Statement
                  and the prospectus included therein, as then amended or
                  supplemented, and the documents incorporated by reference
                  therein (in each case other than the financial statements and
                  other financial information contained therein) contain an
                  untrue statement of a material fact or omit to state therein a
                  material fact necessary to make the statements therein not
                  misleading (in the case of such documents, in the light of the
                  circumstances existing at the time that such documents were
                  filed with the Commission under the Exchange Act)); (C) obtain
                  a "cold comfort" letter or letters from the independent
                  certified public accountants of the Company addressed to the
                  Electing Holders, the placement or sales agent, if any,
                  therefor or the underwriters, if any, thereof, dated (i) the
                  effective date of such registration statement and (ii) the
                  effective date of any prospectus supplement to the prospectus
                  included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus (and, if such Shelf
                  Registration Statement contemplates an underwritten offering
                  pursuant to any prospectus supplement to the prospectus
                  included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus, dated the date of the
                  closing under the underwriting agreement relating thereto),
                  such letter or letters to be in customary form and covering
                  such matters of the type customarily covered by letters of
                  such type; (D) deliver certificates of officers of the Company
                  as to the accuracy of the representations and warranties of
                  the Company made pursuant to clause (A) above or those
                  contained in Section 5(a) hereof and the compliance with or

                                      -12-
<PAGE>

                  satisfaction of any agreements or conditions contained in the
                  underwriting agreement or other agreements entered into by the
                  Company and such other matters as may be reasonably requested
                  by any holders of at least 25% in aggregate principal amount
                  of the Registrable Securities at the time outstanding or the
                  placement or sales agent, if any, therefor and the managing
                  underwriters, if any, thereof; and (E) undertake such
                  obligations relating to expense reimbursement, indemnification
                  and contribution as are provided in Section 6 hereof;

                           (xviii)  notify in writing the Trustee of any
                  proposal by the Company to amend or waive any provision of
                  this Exchange and Registration Rights Agreement pursuant to
                  Section 9(h) hereof and of any amendment or waiver effected
                  pursuant thereto, each of which notices shall contain the text
                  of the amendment or waiver proposed or effected, as the case
                  may be;

                           (xix)    in the event that any broker-dealer
                  registered under the Exchange Act shall underwrite any
                  Registrable Securities or participate as a member of an
                  underwriting syndicate or selling group or "assist in the
                  distribution" (within the meaning of the Conduct Rules (the
                  "Conduct Rules") of the National Association of Securities
                  Dealers, Inc. ("NASD") or any successor thereto, as amended
                  from time to time) thereof, whether as a holder of such
                  Registrable Securities or as an underwriter, a placement or
                  sales agent or a broker or dealer in respect thereof, or
                  otherwise, assist such broker-dealer in complying with the
                  requirements of such Conduct Rules, including by (A) if such
                  Conduct Rules shall so require, engaging a "qualified
                  independent underwriter" (as defined in such Conduct Rules) to
                  participate in the preparation of the Shelf Registration
                  Statement relating to such Registrable Securities, to exercise
                  usual standards of due diligence in respect thereto and, if
                  any portion of the offering contemplated by such Shelf
                  Registration Statement is an underwritten offering or is made
                  through a placement or sales agent, to recommend the yield of
                  such Registrable Securities, (B) indemnifying any such
                  qualified independent underwriter to the extent of the
                  indemnification of underwriters provided in Section 6 hereof
                  (or to such other customary extent as may be requested by such
                  underwriter) and (C) providing such information to such
                  broker-dealer as may be required in order for such
                  broker-dealer to comply with the requirements of the Conduct
                  Rules; and

                           (xx)     comply with all applicable rules and
                  regulations of the Commission, and make generally available to
                  its security holders as soon as practicable but in any event
                  not later than eighteen months after the effective date of
                  such Shelf Registration Statement, an earning statement of the
                  Company and its subsidiaries complying with Section 11(a) of
                  the Securities Act (including, at the option of the Company,
                  Rule 158 thereunder).

                  (d)      In the event that the Company would be required,
         pursuant to Section 3(c)(viii)(F) above, to notify the Electing
         Holders, the placement or sales agent, if any, therefor and the
         managing underwriters, if any, thereof, the Company shall without delay
         prepare and furnish to each of the Electing Holders, to each placement
         or sales agent, if any, and to each such underwriter, if any, a
         reasonable number of copies of a prospectus supplemented or amended so
         that, as thereafter delivered to purchasers of Registrable Securities,
         such prospectus shall conform in all material respects to the
         applicable requirements of the Securities Act and the Trust Indenture
         Act and the rules and

                                      -13-
<PAGE>

         regulations of the Commission thereunder and shall 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 in light of the circumstances then existing.
         Each Electing Holder agrees that upon receipt of any notice from the
         Company pursuant to Section 3(c)(viii)(F) hereof, such Electing Holder
         shall forthwith discontinue the disposition of Registrable Securities
         pursuant to the Shelf Registration Statement applicable to such
         Registrable Securities until such Electing Holder shall have received
         copies of such amended or supplemented prospectus, and if so directed
         by the Company, such Electing Holder shall deliver to the Company (at
         the Company's expense) all copies, other than permanent file copies,
         then in such Electing Holder's possession of the prospectus covering
         such Registrable Securities at the time of receipt of such notice.

                  (e)      Until the earlier of the expiration of two years
         after the Closing Date or until all outstanding Securities cease to be
         Registrable Securities, the Company will not, and will not permit any
         of its "affiliates" (as defined in Rule 144) to, resell any of the
         Registrable Securities that have been reacquired by any of them except
         pursuant to an effective registration statement under the Act.

                  (f)      In connection with the Company's obligations with
         respect to the registration of Exchange Securities as contemplated by
         Section 2(a) (the "Exchange Registration"), if applicable, the Company
         shall, as soon as reasonably possible (or as otherwise specified):

                           (i)      prepare and file with the Commission, as
                  soon as practicable but no later than 60 days after the
                  Closing Date, an Exchange Registration Statement on any form
                  which may be utilized by the Company and which shall permit
                  the Exchange Offer and resales of Exchange Securities by
                  broker-dealers during the Resale Period to be effected as
                  contemplated by Section 2(a), and use commercially reasonably
                  efforts to cause such Exchange Registration Statement to
                  become effective as soon as practicable thereafter, but no
                  later than 150 days after the Closing Date;

                           (ii)     as soon as practicable prepare and file with
                  the Commission such amendments and supplements to such
                  Exchange Registration Statement and the prospectus included
                  therein as may be necessary to effect and maintain the
                  effectiveness of such Exchange Registration Statement for the
                  periods and purposes contemplated in Section 2(a) hereof and
                  as may be required by the applicable rules and regulations of
                  the Commission and the instructions applicable to the form of
                  such Exchange Registration Statement, and promptly provide
                  each broker-dealer holding Exchange Securities with such
                  number of copies of the prospectus included therein (as then
                  amended or supplemented), in conformity in all material
                  respects with the requirements of the Securities Act and the
                  Trust Indenture Act and the rules and regulations of the
                  Commission thereunder, as such broker-dealer reasonably may
                  request prior to the expiration of the Resale Period, for use
                  in connection with resales of Exchange Securities;

                           (iii)    promptly notify each broker-dealer that has
                  requested or received copies of the prospectus included in
                  such Exchange Registration Statement, and confirm such advice
                  in writing, (A) when such Exchange Registration Statement or
                  the prospectus included therein or any prospectus amendment or
                  supplement or post-effective amendment has been filed, and,
                  with respect to such Exchange

                                      -14-
<PAGE>

                  Registration Statement or any post-effective amendment, when
                  the same has become effective, (B) of any comments by the
                  Commission or by the Blue Sky or securities commissioner or
                  regulator of any state with respect thereto or any request by
                  the Commission for amendments or supplements to such Exchange
                  Registration Statement or prospectus or for additional
                  information, (C) of the issuance by the Commission of any stop
                  order suspending the effectiveness of such Exchange
                  Registration Statement or the initiation or threatening of any
                  proceedings for that purpose, (D) if at any time the
                  representations and warranties of the Company contemplated by
                  Section 5 cease to be true and correct in all material
                  respects, (E) of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the Exchange Securities for sale in any
                  United States jurisdiction or the initiation or threatening of
                  any proceeding for such purpose or (F) if at any time during
                  the Resale Period when a prospectus is required to be
                  delivered under the Securities Act, that such Exchange
                  Registration Statement, prospectus, prospectus amendment or
                  supplement or post-effective amendment to such Exchange
                  Registration Statement does not conform in all material
                  respects to the applicable requirements of the Securities Act
                  and the Trust Indenture Act and the rules and regulations of
                  the Commission thereunder or contains an untrue statement of a
                  material fact or omits to state a material fact required to be
                  stated therein or necessary to make the statements therein not
                  misleading in light of the circumstances then existing;

                           (iv)     in the event that the Company would be
                  required, pursuant to Section 3(f)(iii)(F) above, to notify
                  any broker-dealers holding Exchange Securities, without delay
                  prepare and furnish to each such holder a reasonable number of
                  copies of a prospectus supplemented or amended so that, as
                  thereafter delivered to purchasers of such Exchange Securities
                  during the Resale Period, such prospectus shall conform in all
                  material respects to the applicable requirements of the
                  Securities Act and the Trust Indenture Act and the rules and
                  regulations of the Commission thereunder and shall 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 in light of the
                  circumstances then existing;

                           (v)      use commercially reasonably efforts to
                  obtain the withdrawal of any order suspending the
                  effectiveness of such Exchange Registration Statement or any
                  post-effective amendment thereto at the earliest practicable
                  date;

                           (vi)     use commercially reasonably efforts to (A)
                  register or qualify the Exchange Securities under the
                  securities laws or Blue Sky laws of such jurisdictions as are
                  contemplated by Section 2(a) no later than the commencement of
                  the Exchange Offer, (B) keep such registrations or
                  qualifications in effect and comply with such laws so as to
                  permit the continuance of offers, sales and dealings therein
                  in such jurisdictions until the expiration of the Resale
                  Period and (C) take any and all other actions as may be
                  reasonably necessary or advisable to enable each broker-dealer
                  holding Exchange Securities to consummate the disposition
                  thereof in such jurisdictions; provided, however, that the
                  Company shall not be required for any such purpose to (1)
                  qualify as a foreign corporation in any jurisdiction wherein
                  it would not otherwise be required to qualify but for the
                  requirements of this Section 3(f)(vi),

                                      -15-
<PAGE>

                  (2) consent to general service of process in any such
                  jurisdiction or (3) make any changes to its articles of
                  incorporation or by-laws or any agreement between it and its
                  shareholders;

                           (vii)    use commercially reasonably efforts to
                  obtain the consent or approval of each United States
                  governmental agency or authority, whether federal, state or
                  local, which may be required to effect the Exchange
                  Registration, the Exchange Offer and the offering and sale of
                  Exchange Securities by broker-dealers during the Resale
                  Period;

                           (viii)   provide a CUSIP number for all Exchange
                  Securities, no later than the applicable Effective Time;

                           (ix)     comply with all applicable rules and
                  regulations of the Commission, and make generally available to
                  its security holders as soon as practicable but no later than
                  eighteen months after the effective date of such Exchange
                  Registration Statement, an earning statement of the Company
                  and its subsidiaries complying with Section 11(a) of the
                  Securities Act (including, at the option of the Company, Rule
                  158 thereunder).

         4.       Registration Expenses.

         Except as otherwise provided herein or by separate agreement, the
Company agrees to bear and to pay or cause to be paid promptly upon request
being made therefor all expenses incident to the Company's performance of or
compliance with this Exchange and Registration Rights Agreement, including (a)
all Commission and any NASD registration, filing and review fees and expenses
including reasonable fees and disbursements of counsel for the placement or
sales agent or underwriters in connection with such registration, filing and
review, (b) all fees and expenses in connection with the qualification of the
Securities for offering and sale under the State securities and Blue Sky laws
referred to in Sections 3(c)(xii) and 3(f)(vi) hereof, including reasonable fees
and disbursements of counsel for the placement or sales agent or underwriters in
connection with such qualifications, (c) all expenses relating to the
preparation, printing, distribution and reproduction of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the certificates representing the Securities and all other documents
relating hereto, (d) messenger and delivery expenses, (e) fees and expenses of
the Trustee under the Indenture and of any escrow agent or custodian, (f)
internal expenses (including all salaries and expenses of the Company's officers
and employees performing legal or accounting duties), (g) fees, disbursements
and expenses of counsel and independent certified public accountants of the
Company (including the expenses of any opinions or "cold comfort" letters
required by or incident to such performance and compliance), (h) fees,
disbursements and expenses of any "qualified independent underwriter" engaged
pursuant to Section 3(c)(xix) hereof, (i) reasonable fees, disbursements and
expenses of one counsel for the Electing Holders retained in connection with a
Shelf Registration as selected by Electing Holders of at least a majority in
aggregate principal amount of the Registrable Securities held by such Electing
Holders, (j) any fees charged by securities rating services for rating the
Securities and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the "Registration Expenses"). To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the
Company shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a

                                      -16-
<PAGE>

request therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

         5.       Representations and Warranties.

         The Company represents and warrants to, and agrees with, each of the
Purchasers and each of the holders from time to time of Registrable Securities
that:

                                      -17-
<PAGE>

                  (a)      Each registration statement covering Registrable
         Securities and each prospectus (including any preliminary prospectus or
         summary prospectus) contained therein or furnished pursuant to Section
         3(c) or Section 3(f) hereof and any further amendments or supplements
         to any such registration statement or prospectus, when it becomes
         effective or is filed with the Commission, as the case may be, and, in
         the case of an underwritten offering of Registrable Securities, at the
         time of the closing under the underwriting agreement relating thereto,
         will conform in all material respects to the applicable requirements of
         the Securities Act and the Trust Indenture Act 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 in light of the circumstances then existing; and at all
         times subsequent to the Effective Time when a prospectus would be
         required to be delivered under the Securities Act, other than from (i)
         such time as a notice has been given to holders of Registrable
         Securities pursuant to Section 3(c)(viii)(F) or Section 3(f)(iii)(F)
         hereof until (ii) such time as the Company furnishes an amended or
         supplemented prospectus pursuant to Section 3(d) or Section 3(f)(iv)
         hereof, each such registration statement, and each prospectus
         (including any preliminary prospectus or summary prospectus) contained
         therein or furnished pursuant to Section 3(c) or Section 3(f) hereof,
         as then amended or supplemented, will conform in all material respects
         to the applicable requirements of the Securities Act and the Trust
         Indenture Act 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 in light of the
         circumstances then existing; 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 a holder of Registrable
         Securities or any placement or sales agent, if any, therefor or
         underwriter, if any, thereof expressly for use therein.

                  (b)      Any documents incorporated by reference in any
         prospectus referred to in Section 5(a) hereof, when they become or
         became effective or are or were filed with the Commission, as the case
         may be, will conform or conformed in all material respects to the
         requirements of the Securities Act or the Exchange Act, as applicable,
         and none of such documents will contain or contained an untrue
         statement of a material fact or will omit or omitted to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading in light of the circumstances then
         existing; 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 a holder of Registrable Securities or any placement or sales agent,
         if any, therefor or underwriter, if any, thereof expressly for use
         therein.

                  (c)      The compliance by the Company with all of the
         provisions of this Exchange and Registration Rights Agreement and the
         consummation of the transactions herein contemplated will not conflict
         with or result in a breach of any of the terms or provisions of, or
         constitute a default under, any indenture, mortgage, deed of trust,
         loan agreement or other material agreement or instrument to which the
         Company or any subsidiary of the Company is a party or by which the
         Company or any subsidiary of the Company is bound or to which any of
         the property or assets of the Company or any subsidiary of the Company
         is subject, nor will such action result in any violation of the
         provisions of the articles of incorporation, as amended, or the by-laws
         of the Company or any statute or any order, rule or regulation of any
         United States court or governmental agency or body having jurisdiction
         over the Company or any subsidiary of the Company

                                      -18-
<PAGE>

         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 consummation by the
         Company of the transactions contemplated by this Exchange and
         Registration Rights Agreement, except the registration under the
         Securities Act of the Securities, qualification of the Indenture under
         the Trust Indenture Act and such consents, approvals, authorizations,
         registrations or qualifications as may be required under state
         securities or Blue Sky laws in connection with the offering and
         distribution of the Securities.

                  (d)      This Exchange and Registration Rights Agreement has
         been duly authorized, executed and delivered by the Company.

         6.       Indemnification.

                  (a)      Indemnification by the Company. The Company will
         indemnify and hold harmless each of the holders of Registrable
         Securities included in an Exchange Registration Statement, each of the
         Electing Holders of Registrable Securities included in a Shelf
         Registration Statement and each person who participates as a placement
         or sales agent or as an underwriter in any offering or sale of such
         Registrable Securities against any losses, claims, damages or
         liabilities, joint or several, to which such holder, Electing Holder,
         agent or underwriter may become subject under the Securities 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 Exchange Registration Statement or Shelf Registration Statement, as
         the case may be, under which such Registrable Securities were
         registered under the Securities Act, or any preliminary, final or
         summary prospectus contained therein or furnished by the Company to any
         such holder, Electing Holder, agent or underwriter, 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 such holder, such Electing Holder, such agent and such
         underwriter for any legal or other expenses reasonably incurred by them
         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 to any such person 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 such registration statement, or
         preliminary, final or summary prospectus, or amendment or supplement
         thereto, in reliance upon and in conformity with written information
         furnished to the Company by such person expressly for use therein.

                  (b)      Indemnification by the Holders and any Agents and
         Underwriters. The Company may require, as a condition to including any
         Registrable Securities in any registration statement filed pursuant to
         Section 2(b) hereof and to entering into any underwriting agreement
         with respect thereto, that the Company shall have received an
         undertaking reasonably satisfactory to it from the Electing Holder of
         such Registrable Securities and from each underwriter named in any such
         underwriting agreement, severally and not jointly, to (i) indemnify and
         hold harmless the Company, and all other holders of Registrable
         Securities, against any losses, claims, damages or liabilities to which
         the Company or such other holders of Registrable Securities may become
         subject, under the Securities 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

                                      -19-
<PAGE>

         or alleged untrue statement of a material fact contained in such
         registration statement, or any preliminary, final or summary prospectus
         contained therein or furnished by the Company to any such Electing
         Holder, agent or underwriter, 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
         reliance upon and in conformity with written information furnished to
         the Company by such Electing Holder or underwriter expressly for use
         therein, and (ii) reimburse the Company for any legal or other expenses
         reasonably incurred by the Company in connection with investigating or
         defending any such action or claim as such expenses are incurred;
         provided, however, that no such Electing Holder shall be required to
         undertake liability to any person under this Section 6(b) for any
         amounts in excess of the dollar amount of the proceeds to be received
         by such Electing Holder from the sale of such Electing Holder's
         Registrable Securities pursuant to such registration.

                  (c)      Notices of Claims, Etc. Promptly after receipt by an
         indemnified party under subsection (a) or (b) above of written 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
         pursuant to the indemnification provisions of or contemplated by this
         Section 6, notify such indemnifying party in writing of the
         commencement of such action; but the omission so to notify the
         indemnifying party shall not relieve it from any liability which it may
         have to any indemnified party other than under the indemnification
         provisions of or contemplated by Section 6(a) or 6(b) hereof. In case
         any such action shall be brought against any indemnified party and it
         shall notify an indemnifying party of the commencement thereof, such
         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
         reasonably 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 the indemnifying party to
         such indemnified party of its election so to assume the defense
         thereof, such indemnifying party shall not be liable to such
         indemnified party 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.

                  (d)      Contribution. If for any reason the indemnification
         provisions contemplated by Section 6(a) or Section 6(b) are unavailable
         to or insufficient to hold harmless an indemnified party 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 fault of the indemnifying party and the indemnified

                                      -20-
<PAGE>

         party 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. The
         relative fault of such indemnifying party and indemnified party shall
         be determined by reference to, among other things, whether the untrue
         or alleged untrue statement of a material fact or omission or alleged
         omission to state a material fact relates to information supplied by
         such indemnifying party or by such indemnified party, 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 contributions pursuant to
         this Section 6(d) were determined by pro rata allocation (even if the
         holders or any agents or underwriters or all of them 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 in
         this Section 6(d). 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 shall be deemed to include any
         legal or other fees or expenses reasonably incurred by such indemnified
         party in connection with investigating or defending any such action or
         claim. Notwithstanding the provisions of this Section 6(d), no holder
         shall be required to contribute any amount in excess of the amount by
         which the dollar amount of the proceeds received by such holder from
         the sale of any Registrable Securities (after deducting any fees,
         discounts and commissions applicable thereto) exceeds the amount of any
         damages which such holder has otherwise been required to pay by reason
         of such untrue or alleged untrue statement or omission or alleged
         omission, and no underwriter shall be required to contribute any amount
         in excess of the amount by which the total price at which the
         Registrable Securities underwritten by it and distributed 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. 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. The holders'
         and any underwriters' obligations in this Section 6(d) to contribute
         shall be several in proportion to the principal amount of Registrable
         Securities registered or underwritten, as the case may be, by them and
         not joint.

                  (e)      The obligations of the Company under this Section 6
         shall be in addition to any liability which the Company may otherwise
         have and shall extend, upon the same terms and conditions, to each
         officer, director and partner of each holder, agent and underwriter and
         each person, if any, who controls any holder, agent or underwriter
         within the meaning of the Securities Act; and the obligations of the
         holders and any agents or underwriters contemplated by this Section 6
         shall be in addition to any liability which the respective holder,
         agent or underwriter may otherwise have and shall extend, upon the same
         terms and conditions, to each officer and director of the Company
         (including any person who, with his consent, is named in any
         registration statement as about to become a director of the Company)
         and to each person, if any, who controls the Company within the meaning
         of the Securities Act.

         7.       Underwritten Offerings.

                  (a)      Selection of Underwriters. If any of the Registrable
         Securities covered by the Shelf Registration are to be sold pursuant to
         an underwritten offering, the managing underwriter or underwriters
         thereof shall be designated by the Company, provided that such
         designated managing underwriter or underwriters is or are reasonably
         acceptable to

                                      -21-
<PAGE>

         a majority in aggregate principal amount of the Registrable Securities
         to be included in such offering.

                  (b)      Participation by Holders. Each holder of Registrable
         Securities hereby agrees with each other such holder that no such
         holder may participate in any underwritten offering hereunder unless
         such holder (i) agrees to sell such holder's Registrable Securities on
         the basis provided in any underwriting arrangements approved by the
         persons entitled hereunder to approve such arrangements and (ii)
         completes and executes all questionnaires, powers of attorney,
         indemnities, underwriting agreements and other documents reasonably
         required under the terms of such underwriting arrangements.

         8.       Rule 144.

         The Company covenants to the holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities 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 the exemption
provided by 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 Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

         9.       Miscellaneous.

                  (a)      No Inconsistent Agreements. The Company represents,
         warrants, covenants and agrees that it has not granted, and shall not
         grant, registration rights with respect to Registrable Securities or
         any other securities which would be inconsistent with the terms
         contained in this Exchange and Registration Rights Agreement.

                  (b)      Specific Performance. The parties hereto acknowledge
         that there would be no adequate remedy at law if any party fails to
         perform any of its obligations hereunder and that each party may be
         irreparably harmed by any such failure, and accordingly agree that each
         party, in addition to any other remedy to which it may be entitled at
         law or in equity, shall be entitled to compel specific performance of
         the obligations of any other party under this Exchange and Registration
         Rights Agreement in accordance with the terms and conditions of this
         Exchange and Registration Rights Agreement, in any court of the United
         States or any state thereof having jurisdiction.

                  (c)      Notices. All notices, requests, claims, demands,
         waivers and other communications hereunder shall be in writing and
         shall be deemed to have been duly given when delivered by hand, if
         delivered personally, by fax or courier, or three days after being
         deposited in the mail (registered or certified mail, postage prepaid,
         return receipt requested) as follows: if to the Company, to it at 3650
         131st Avenue S.E., Suite 400, Bellevue, Washington 98006, Attention:
         Jeffrey Christianson, and if to a holder, to the address of such holder
         set forth in the security register or other records of the

                                      -22-
<PAGE>

         Company, or to such other address as the Company or any such holder may
         have furnished to the other in writing in accordance herewith, except
         that notices of change of address shall be effective only upon receipt.

                  (d)      Parties in Interest. All the terms and provisions of
         this Exchange and Registration Rights Agreement shall be binding upon,
         shall inure to the benefit of and shall be enforceable by the parties
         hereto and the holders from time to time of the Registrable Securities
         and the respective successors and assigns of the parties hereto and
         such holders. In the event that any transferee of any holder of
         Registrable Securities shall acquire Registrable Securities, in any
         manner, whether by gift, bequest, purchase, operation of law or
         otherwise, such transferee shall, without any further writing or action
         of any kind, be deemed a party hereto for all purposes and such
         Registrable Securities shall be held subject to all of the terms of
         this Exchange and Registration Rights Agreement, and by taking and
         holding such Registrable Securities such transferee shall be entitled
         to receive the benefits of, and be conclusively deemed to have agreed
         to be bound by and to perform, all of the applicable terms and
         provisions of this Exchange and Registration Rights Agreement. If the
         Company shall so request, any such successor, assign or transferee
         shall agree in writing to acquire and hold the Registrable Securities
         subject to all of the applicable terms hereof.

                  (e)      Survival. The respective indemnities, agreements,
         representations, warranties and each other provision set forth in this
         Exchange and Registration Rights Agreement or made pursuant hereto
         shall remain in full force and effect regardless of any investigation
         (or statement as to the results thereof) made by or on behalf of any
         holder of Registrable Securities, any director, officer or partner of
         such holder, any agent or underwriter or any director, officer or
         partner thereof, or any controlling person of any of the foregoing, and
         shall survive delivery of and payment for the Registrable Securities
         pursuant to the Purchase Agreement and the transfer and registration of
         Registrable Securities by such holder and the consummation of an
         Exchange Offer.

                  (f)      LAW GOVERNING. THIS EXCHANGE AND REGISTRATION RIGHTS
         AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
         OF THE STATE OF NEW YORK.

                  (g)      Headings. The descriptive headings of the several
         Sections and clauses of this Exchange and Registration Rights Agreement
         are inserted for convenience only, do not constitute a part of this
         Exchange and Registration Rights Agreement and shall not affect in any
         way the meaning or interpretation of this Exchange and Registration
         Rights Agreement.

                  (h)      Entire Agreement; Amendments. This Exchange and
         Registration Rights Agreement and the other writings referred to herein
         (including the Indenture and the form of Securities) or delivered
         pursuant hereto which form a part hereof contain the entire
         understanding of the parties with respect to its subject matter. This
         Exchange and Registration Rights Agreement supersedes all prior
         agreements and understandings between the parties with respect to its
         subject matter. This Exchange and Registration Rights Agreement may be
         amended and the observance of any term of this Exchange and
         Registration Rights Agreement may be waived (either generally or in a
         particular instance and either retroactively or prospectively) only by
         a written instrument duly executed by the Company and the holders of a
         majority in aggregate principal amount of the Registrable Securities

                                      -23-
<PAGE>

         at the time outstanding. Each holder of any Registrable Securities at
         the time or thereafter outstanding shall be bound by any amendment or
         waiver effected pursuant to this Section 9(h), whether or not any
         notice, writing or marking indicating such amendment or waiver appears
         on such Registrable Securities or is delivered to such holder.

                  (i)      Inspection. For so long as this Exchange and
         Registration Rights Agreement shall be in effect, this Exchange and
         Registration Rights Agreement and a complete list of the names and
         addresses of all the holders of Registrable Securities shall be made
         available for inspection and copying on any business day by any holder
         of Registrable Securities for proper purposes only (which shall include
         any purpose related to the rights of the holders of Registrable
         Securities under the Securities, the Indenture and this Exchange and
         Registration Rights Agreement) at the offices of the Company at the
         address thereof set forth in Section 9(c) above or at the office of the
         Trustee under the Indenture.

                  (j)      Counterparts. This agreement may be executed by the
         parties in counterparts (including by facsimile transmission), each of
         which shall be deemed to be an original, but all such respective
         counterparts shall together constitute one and the same instrument.

         If the foregoing is in accordance with your understanding, please sign
and return to us 7 counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Company 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  /s/ Wayne Wisehart
                                             -----------------------------------
                                             Name:  Wayne Wisehart
                                             Title: Executive Vice President and
                                                    Chief Financial Officer

Accepted as of the date hereof:

Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Wachovia Capital Markets, LLC

By: /s/ Goldman, Sachs & Co.
   ---------------------------------
        (Goldman, Sachs & Co.)

                  On behalf of each of the Purchasers

                                      -24-
<PAGE>

                                                                       EXHIBIT A

                          WESTERN WIRELESS CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                            (Insert Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                      DEADLINE FOR RESPONSE: [INSERT DATE]*

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Western Wireless Corporation (the
"Company") 9.250% Senior Notes due 2013 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933,as amended, for resale by the beneficial owners thereof. In order to
have their Securities included in the registration statement, beneficial owners
must complete and return the enclosed Notice of Registration Statement and
Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [INSERT DEADLINE FOR RESPONSE]. Please forward a copy of
the enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Western Wireless
Corporation, 3650 131st Avenue S.E., Bellevue, Washington 98006, Attention:
Investor Relations, (425) 586-8700.

------------------
* Not less than 25 calendar days from date of mailing.

<PAGE>

                          WESTERN WIRELESS CORPORATION

                        Notice of Registration Statement

                                       and

                      Selling Securityholder Questionnaire

                                  (Insert Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Registration Rights Agreement") between Western Wireless Corporation (the
"Company") and the Purchasers named therein. Pursuant to the Registration Rights
Agreement, the Company has filed with the United States Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (the "Shelf
Registration Statement") for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the "Securities Act"), of the Company's
9.250% Senior Notes due 2013 (the "Securities"). A copy of the Registration
Rights Agreement is attached hereto. All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.

Each beneficial owner of Registrable Securities (as defined in the Registration
Rights Agreement) is entitled to have the Registrable Securities beneficially
owned by it included in the Shelf Registration Statement. In order to have
Registrable Securities included in the Shelf Registration Statement, this Notice
of Registration Statement and Selling Securityholder Questionnaire ("Notice and
Questionnaire") must be completed, executed and delivered to the Company's
counsel at the address set forth herein for receipt ON OR BEFORE [INSERT
DEADLINE FOR RESPONSE]. Beneficial owners of Registrable Securities who do not
complete, execute and return this Notice and Questionnaire by such date (i) will
not be named as selling securityholders in the Shelf Registration Statement and
(ii) may not use the prospectus forming a part thereof for resales of
Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related prospectus.

                                      A-2
<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Registration Rights Agreement,
including, without limitation, Section 6 of the Registration Rights Agreement,
as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth as Exhibit B to the Registration
Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                  QUESTIONNAIRE

(1)      (a) Full Legal Name of Selling Securityholder:


         (b) Full Legal Name of Registered Holder (if not the same as in (a)
             above) of Registrable Securities Listed in Item (3) below:

         (c) Full Legal Name of DTC Participant (if applicable and if not the
             same as (b) above) Through Which Registrable Securities Listed in
             Item (3) below are Held:

(2)      Address for Notices to Selling Securityholder:

         __________________
         __________________
         __________________

         Telephone:        __________________
         Fax:              __________________
         Contact Person:   __________________

(3)      Beneficial Ownership of Securities:

         Except as set forth below in this Item (3), the undersigned does not
         beneficially own any Securities.

         (a) Principal amount of Registrable Securities beneficially owned:
             ___________________________ CUSIP No(s). of such Registrable
             Securities:

                                      A-3
<PAGE>

         (b) Principal amount of Securities other than Registrable Securities
             beneficially owned: _______________________________________________
             CUSIP No(s). of such other Securities:_____________________________

         (c) Principal amount of Registrable Securities which the undersigned
             wishes to be included in the Shelf Registration Statement:
             CUSIP No(s). of such Registrable Securities to be included in the
             Shelf Registration Statement:______________________________________

(4)      Beneficial Ownership of Other Securities of the Company:

         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Company, other than the Securities listed above in
         Item (3).

         State any exceptions here:





(5)      Relationships with the Company:

         Except as set forth below in this Item (5), neither the Selling
         Securityholder nor any of its affiliates, officers, directors or
         principal equity holders (5% or more) has held any position or office
         or has had any other material relationship with the Company (or its
         predecessors or affiliates) during the past three years.

         State any exceptions here:





(6)      Plan of Distribution:

         Except as set forth below in this Item (6), the undersigned Selling
         Securityholder intends to distribute the Registrable Securities listed
         above in Item (3) only as follows (if at all): Such Registrable
         Securities may be sold from time to time directly by the undersigned
         Selling Securityholder or, alternatively, through underwriters,
         broker-dealers or agents. Such Registrable Securities may be sold in
         one or more transactions at fixed prices, at prevailing market prices
         at the time of sale, at varying prices determined at the time of sale,
         or at negotiated prices. Such sales may be effected in transactions
         (which may involve crosses or block transactions) (i) on any national
         securities exchange or quotation service on which the Registered
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Registrable Securities or otherwise, the Selling Securityholder may
         enter into hedging transactions with

                                      A-4
<PAGE>

         broker-dealers, which may in turn engage in short sales of the
         Registrable Securities in the course of hedging the positions they
         assume. The Selling Securityholder may also sell Registrable Securities
         short and deliver Registrable Securities to close out such short
         positions, or loan or pledge Registrable Securities to broker-dealers
         that in turn may sell such securities.

         State any exceptions here:





By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(c) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

                                          Friedman Kaplan Seiler & Adelman LLP
                                          1633 Broadway, 46th Floor
                                          New York, New York 10019-6708
                                          Attention:

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above). This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                      A-5
<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:___________________________

                           Selling Securityholder
                           (Print/type full legal name of beneficial owner of
                           Registrable Securities)

                           By __________________________________________________
                              Name:
                              Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [INSERT DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                                Friedman Kaplan Seiler & Adelman LLP
                                1633 Broadway, 46th Floor
                                New York, New York 10019-6708
                                Attention:

                                      A-6
<PAGE>

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
Western Wireless Corporation
c/o The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286

Attention:  Corporate Trust Administration

    Re:     Western Wireless Corporation (the "Company")
            9.250% Senior Notes due 2013 (the "Securities")

Dear Sirs:

Please be advised that __________________ has transferred $_____________________
aggregate principal amount of the above-referenced Securities pursuant to an
effective Registration Statement on Form S-3 (File No. 333-__________) filed by
the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Securities is named as a "Selling Holder" in the
Prospectus dated [INSERT DATE] or in a supplement thereto, and that the
aggregate principal amount of the Securities transferred are the Securities
listed in such Prospectus opposite such owner's name.

Dated:_________________________

                                          Very truly yours,

                                          By ___________________________________
                                              (Name)
                                             ___________________________________
                                              (Authorized Signature)

                                       B-1