THIRD AMENDMENT TO THE SUBSCRIPTION AND PUT AND CALL AGREEMENT WITH RESPECT TO SHARES OF COMMON STOCK OF WESTERN WIRELESS INTERNATIONAL CORPORATION

   1

                                                                  EXHIBIT 10.40



                               THIRD AMENDMENT TO
                   THE SUBSCRIPTION AND PUT AND CALL AGREEMENT
                    WITH RESPECT TO SHARES OF COMMON STOCK OF
                   WESTERN WIRELESS INTERNATIONAL CORPORATION


        This Third Amendment to the Subscription and Put and Call Agreement with
respect to Shares of Common Stock of Western Wireless International Corporation,
as amended (the "Xxxxxxx Agreement"), is made as of this 28th day of February,
2001, by and between Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), Western Wireless
International Corporation ("WWIC"), Western Wireless Corporation ("WWC"), and
WWC Holding Co., Inc. ("Holding Co.") (WWC and Holding Co. are collectively
referred to as "Western," and together with Xxxxxxx and WWIC, collectively, the
"Parties").

                                   WITNESSETH:

        WHEREAS, Xxxxxxx and Western have each determined that it is in their
best interests to extend to March 31, 2001 the period during which Xxxxxxx shall
have the right, but not the obligation, to require Holding Co. to exchange all
of his shares of WWIC for that number of shares of WWC equal to the Call
Consideration (as defined in the Xxxxxxx Agreement);

        NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree that Paragraph 8
of the Xxxxxxx Agreement is amended to read as follows:

                During the period from January 1, 2001  through  Xxxxx
                00, 0000,  Xxxxxxx  shall have the right,  but not the
                obligation,  to require  Holding Co. to exchange  all,
                but not less than all,  of the Shares for that  number
                of  shares  of WWC  Common  Stock  equal  to the  Call
                Consideration.

        Except as amended herein, the terms of the Xxxxxxx Agreement shall
remain unchanged and in full force and effect.

        IN WITNESS WHEREOF, this amendment has been duly executed on the day and
year first written above.


WESTERN WIRELESS INTERNATIONAL CORPORATION      WESTERN WIRELESS CORPORATION

By: /s/ Xxxx X. Xxxxxxx                         By: /s/ Xxxx X. Xxxxxxx
    -------------------------------                 ---------------------------
        Xxxx X. Xxxxxxx                                 Xxxx X. Xxxxxxx
        Chairman and                                    Chairman and
        Chief Executive Officer                         Chief Executive Officer

XXXXXXX X. XXXXXXX                              WWC HOLDING CO., INC.

/s/ Xxxxxxx X. Xxxxxxx                          By:  /s/ Xxxx X. Xxxxxxx
-----------------------------------                ----------------------------
                                                         Xxxx X. Xxxxxxx
                                                         Chairman and Chief
                                                         Executive Officer