EXHIBIT 10.1

UNITED STATES CELLULAR CORPORATION

EXECUTIVE DEFERRED COMPENSATION INTEREST ACCOUNT PLAN

(Amended and Restated Effective January 1, 2008)

Table of Contents

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UNITED STATES CELLULAR CORPORATION
EXECUTIVE DEFERRED COMPENSATION INTEREST ACCOUNT PLAN

(Amended and Restated Effective January 1, 2008)

ARTICLE 1

Introduction

Section 1.1             Title . The title of this Plan shall be the “United States Cellular Corporation Executive Deferred Compensation Interest Account Plan.”

Section 1.2             Purpose . This Plan shall constitute an unfunded nonqualified deferred compensation arrangement established for the purpose of providing deferred compensation for a select group of management or highly compensated employees of the Employers.

Section 1.3             Effective Date . This amended and restated Plan is effective January 1, 2008 and shall govern deferrals of compensation under the Plan that are subject to section 409A of the Code, including deferrals for services performed in calendar years commencing on or after January 1, 2005 (and interest credited to such deferrals). Except in the event of a “material modification” (within the meaning of section 409A of the Code) of the deferred compensation agreements setting forth the terms and conditions of the Plan prior to January 1, 2005, all deferrals of compensation under the Plan for services performed in calendar years commencing prior to January 1, 2005 and all interest credited to such deferrals at any time (prior to, on and after January 1, 2005) shall be governed by such agreements, and shall not be subject to the terms of this amended and restated plan document.

ARTICLE 2

Definitions

“ Affiliate ” means (i) a corporation that is a member of the same controlled group of corporations (within the meaning of section 414(b) of the Code) as an Employer or (ii) a trade or business (whether or not incorporated) under common control (within the meaning of section 414(c) of the Code) with an Employer.

“ Base Salary ” means the base salary payable by an Employer to a Participant for services to be performed during the Plan Year for which the Participant is submitting an Election Form.

“ Bonus ” means a Participant’s quarterly sales bonus (including any annual component to the sales bonus) and annual bonus, if any, for services to be performed during the Plan Year for which the Participant is submitting an Election Form.

 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

“ Company ” means United States Cellular Corporation, a Delaware corporation, or any

successor thereto.

“ Deferred Compensation ” means the amount of Base Salary and Bonus that a Participant elects to defer pursuant to Section 3.2.

“ Deferred Compensation Account ” means the bookkeeping account maintained by the Company for each Participant to which shall be credited (i) the Participant’s Deferred Compensation and (ii) interest credited pursuant to Section 4.2. A Deferred Compensation Account may consist of subaccounts for each Plan Year with respect to which a Participant defers compensation under the Plan.

“ Designated Beneficiary ” means the Participant’s beneficiary designated pursuant to Section 5.7.

“ Disabled ” or “ Disability ” means that a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer.

“ Election Form ” means the form prescribed by the Plan Administrator which is completed by the Participant pursuant to Sections 3.2 and 3.3. For Plan Years prior to 2008, the Election Form was in the form of the Executive Deferred Compensation Agreement—Interest Account. References herein to the Election Form also shall include any revisions to the payment provisions of the Election Form pursuant to Section 3.3(c) or 5.6.

“ Elective Account Balance Plan ” means an “account balance plan” within the meaning of Treasury Regulation §1.409A-1(c)(2)(i)(A) maintained by the Employers or any of their Affiliates pursuant to which an individual may elect to defer compensation. For this purpose, an Elective Account Balance Plan shall include, without limitation, (i) this Plan, (ii) the phantom stock deferral arrangements maintained by the Company and (iii) the interest-bearing and phantom stock deferral arrangements maintained by Telephone and Data Systems, Inc. and TDS Telecommunications Corporation.

“ Eligible Employee ” shall have the meaning set forth in Section 3.1.

“ Employer ” means the Company and each Affiliate that with the consent of the Company elects to participate in the Plan.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations promulgated thereunder.

“ Key Employee ” shall have the meaning set forth in the United States Cellular Corporation Key Employee Policy, which policy hereby is incorporated herein.

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“ Newly Eligible Employee ” means an individual who (i) newly is eligible to participate in this Plan and (ii) was not, at any time during the 24-month period ending on the date on which he or she became eligible to participate in this Plan, eligible to participate in any Elective Account Balance Plan (irrespective of whether such individual in fact elected to participate in such plan). For this purpose, an individual is not eligible to participate in an Elective Account Balance Plan solely on account of the accrual of interest or earnings on amounts previously deferred thereunder.

“ Officer ” means an employee who is a Vice President of an Employer or who holds a title with an Employer that is senior to that of a Vice President.

“ Participant ” means an Eligible Employee who participates in the Plan pursuant to Article 3.

“ Payment Date ” means the date elected by the Participant pursuant to Section 3.3, subject to any subsequent election pursuant to Section 5.6, on which the Participant’s Deferred Compensation Account becomes payable.

“ Plan ” means this “United States Cellular Corporation Executive Deferred Compensation Interest Account Plan,” as amended from time to time.

“ Plan Administrator ” means the Senior Director of Compensation of the Company. References herein to the Plan Administrator also shall include any person or committee to whom the Plan Administrator has delegated any of his or her responsibilities hereunder to the extent of the delegation.

“ Plan Year ” means the calendar year.

“ Separation from Service ” means a termination of employment with the Employers and their affiliates within the meaning of Treasury Regulation §1.409A-1(h) (without regard to any permissible alternative definition thereunder). Notwithstanding any other provision herein, “affiliate” for purposes of determining whether a Participant has incurred a “Separation from Service” shall be defined to include all entities that would be treated as part of the group of entities comprising the Employers under sections 414(b) and (c) of the Code, but substituting a 50% ownership level for the 80% ownership level set forth therein.

“ SVP-HR ” means the Senior Vice President of Human Resources of the Company.

“ Unforeseeable Emergency ” means a severe financial hardship to a Participant resulting from (i) an illness or accident of the Participant, the Participant’s spouse, the Participant’s Designated Beneficiary or the Participant’s dependent (as defined in section 152 of the Code, without regard to sections 152(b)(1), (b)(2) and (d)(1)(B)), (ii) the loss of a Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, irrespective of whether caused by a natural disaster) or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Examples of what may be considered to be Unforeseeable Emergencies include (a) the imminent foreclosure of or eviction from the Participant’s primary residence, (b) the need

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to pay for medical expenses, including non-refundable deductibles and the cost of prescription drug medication and (c) the need to pay for funeral expenses of a Participant’s spouse, Designated Beneficiary or dependent.

ARTICLE 3

Participation

Section 3.1             Eligibility . An employee of an Employer shall be eligible to participate in this Plan for a Plan Year if such employee (i) is an Officer, holds a title of director or is treated by an Employer for benefit purposes as a director-level employee and (ii) is notified by the Plan Administrator in writing or by electronic means that he or she is eligible to participate in the Plan for such Plan Year (an “Eligible Employee”). Only those employees of an Employer who are in a select group of management or are highly compensated (within the meaning of Title I of ERISA) may be designated by the Plan Administrator as eligible to participate in this Plan.

Section 3.2             Participation . (a)  In General . Each Eligible Employee may participate in the Plan for a Plan Year by submitting to the Plan Administrator an Election Form, and by specifying in such Election Form the respective percentages of Base Salary and Bonus otherwise payable to the Eligible Employee by an Employer for services to be performed in such Plan Year, in each case to be deducted from the Eligible Employee’s compensation and deferred hereunder for payment at a later date. An Election Form must be completed and submitted to the Plan Administrator at the time and in the manner prescribed by the Plan Administrator, but in all cases prior to the beginning of the Plan Year during which the Base Salary or Bonus is earned. Except as provided in Section 5.5(b), the deferred compensation percentages selected in the Election Form shall be in effect for the entire Plan Year and may not be changed or revoked during such Plan Year. In order to participate in the Plan for any subsequent Plan Year, an Eligible Employee must submit a new Election Form within the designated election period prior to the commencement of the Plan Year.

(b)           Special Rules for Newly Eligible Employees . Notwithstanding the provisions of Section 3.2(a), a Newly Eligible Employee may participate in the Plan during the Plan Year of his or her initial eligibility by submitting an Election Form within 30 days after the date he or she becomes eligible to participate in the Plan. Any such election to defer Base Salary for the Plan Year shall be given effect as of the second payroll occurring after the date of such election. Any such election to defer Bonus for the Plan Year shall apply solely to that portion of the Bonus equal to the total Bonus multiplied by the ratio of the number of days remaining in the quarterly or annual performance period, as applicable, subsequent to the date of such election over the total number of days in the performance period.

Section 3.3             Election of Payment Date and Form of Payment . (a) In General . In the event a Participant has elected to defer amounts for a Plan Year pursuant to Section 3.2, such Participant shall elect, utilizing the Election Form for such Plan Year, a Payment Date and a form of payment for the portion of his or her Deferred Compensation Account attributable to such Plan Year. The Participant may elect as a Payment Date either (i) the date of the Participant’s Separation from Service or (ii) any specified date which is one or more years after the first day of

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the Plan Year for which the deferral election is effective. The Participant shall elect as a form of payment for receiving his or her Deferred Compensation Account either (a) a lump sum or (b) quarterly installments. If the Participant elects the installment payment method, the Participant must designate in the Election Form the number of quarterly installment payments he or she wishes to receive, which cannot exceed 20. If an individual who has elected to participate in the Plan for a Plan Year fails, prior to the end of the election period described in Section 3.2, to make a valid election as to the Payment Date for his or her Deferred Compensation Account for such year, the Participant shall be deemed to have elected payment upon Separation from Service. If such an individual fails, prior to the end of such period, to make a valid election as to the form of payment for his or her Deferred Compensation Account for such year, the Participant shall be deemed to have elected payment in a lump sum.

(b)           Special Rules for Key Employees . Notwithstanding any provision to the contrary in this Plan or any election set forth in an Election Form, if a Participant is a Key Employee as of the date of the Participant’s Separation from Service, and is entitled to payment hereunder by reason of such Separation from Service, no payment under the Plan (including on account of the Participant’s Disability or Unforeseeable Emergency) shall be made to the Participant before the date which is six months after the date of the Separation from Service (or, if earlier than the end of such six-month period, the date of the Participant’s death). The aggregate amount of any payments which a Participant cannot receive, due to being a Key Employee, during the six-month period following the Participant’s Separation from Service shall be paid to the Participant in a lump sum during the seventh calendar month following the calendar month during which the Participant Separates from Service.

(c)           Special Transition Election . Notwithstanding the foregoing, Section 5.6 or any other provision of the Plan to the contrary, at a time determined by the Plan Administrator no later than December 31, 2008, a Participant shall be permitted to change the Payment Date and form of payment of the portion of his or her Deferred Compensation Account that is subject to section 409A of the Code, subject to rules and procedures established by the Plan Administrator and all requirements of section 409A of the Code and guidance provided thereunder.

ARTICLE 4

Accounts

Section 4.1             Deferred Compensation Account . The Company shall establish and maintain a Deferred Compensation Account for each Participant who elects Deferred Compensation under Article 3. The Company shall credit Deferred Compensation to a Participant’s Deferred Compensation Account as of the last day of the calendar month during which the Participant’s compensation is reduced by the amount of such Deferred Compensation.

Section 4.2             Crediting of Interest . On the last day of each calendar month until all of a Participant’s Deferred Compensation Account has been paid (or forfeited pursuant to Section 7.9), there shall be credited to the balance of such Deferred Compensation Account interest compounded monthly computed at a rate equal to one-twelfth (1/12) of the sum of (i) the average

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twenty (20) year Treasury Bond rate of interest (as published on the U.S. Department of Treasury website for the last business day of the preceding calendar month) plus (ii) 1.25 percentage point. Crediting of interest to a Deferred Compensation Account shall occur before any Deferred Compensation is credited pursuant to Section 4.1 for the month then ending.

ARTICLE 5

Payment of Deferred Compensation Account

Section 5.1             Normal Distribution . Except as otherwise provided herein, including the six month payment delay described in Section 3.3(b) for a Key Employee entitled to payment by reason of a Separation from Service, a Participant’s Deferred Compensation Account shall become payable to the Participant as of the Payment Date elected by the Participant. Payment shall be made either in a lump sum or installments, as elected by the Participant on the Election Form, in accordance with the payment schedule described in Section 5.4.

Section 5.2             Distribution Upon Disability . If a Participant becomes Disabled prior to the commencement of the payment of his or her Deferred Compensation Account, the Participant’s Deferred Compensation Account immediately shall become payable to the Participant (irrespective of the Payment Date elected by the Participant). Payment shall be made either in a lump sum or installments, as elected by the Participant on the Election Form, in accordance with the payment schedule described in Section 5.4. Distribution of the Deferred Compensation Account of a Key Employee who incurs a Disability after he or she has Separated from Service shall be subject to any delay required by Section 3.3(b).

Section 5.3             Distribution at Death . If a Participant dies prior to the total distribution of his or her Deferred Compensation Account, the Participant’s unpaid account immediately shall become payable in full to the Participant’s Designated Beneficiary. Payment shall be made in a lump sum at the time determined by the Company within sixty (60) days following the Participant’s death. This Section 5.3 shall apply notwithstanding any elections to the contrary made by a Participant on the Participant’s Election Forms for Plan Years prior to 2008.

Section 5.4             Timing of Distribution Upon Occurrence of Distribution Event . If a Participant elected distribution of his or her Deferred Compensation Account in the form of a lump sum, the Deferred Compensation Account shall be paid at the time determined by the Company within sixty (60) days after the occurrence of the event causing such account to be payable (the Payment Date or the Participant’s Disability, as applicable). If a Participant elected distribution of his or her Deferred Compensation Account in the form of installments, the Deferred Compensation Account shall be paid quarterly commencing with the fifteenth day of the first month of the calendar quarter following the calendar quarter of the occurrence of the event causing such account to be payable. Installments then will be paid on the fifteenth day of the first month of each succeeding calendar quarter until the entire Deferred Compensation Account (which includes interest earned during the installment period) has been paid. For purposes of section 409A of the Code, the entitlement to a series of installment payments under the Plan shall be treated as the entitlement to a single payment as of the date the first installment is scheduled to be paid.

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Section 5.5             Withdrawals for an Unforeseeable Emergency . (a)   In General . Upon written request by a Participant whom the Plan Administrator determines has suffered an Unforeseeable Emergency, the Plan Administrator may, in his or her sole discretion, direct payment to the Participant of all or any portion of the Participant’s Deferred Compensation Account. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but, in any case, payment may not exceed an amount reasonably necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes or penalties reasonably anticipated as a result of such payment after taking into account the extent to which such Unforeseeable Emergency is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (iii) by cessation of deferrals hereunder or under any other Elective Account Balance Plan. In the event the Plan Administrator approves a withdrawal due to an Unforeseeable Emergency, payment shall be made to the Participant in a lump sum at the time determined by the Company within sixty (60) days after the Plan Administrator’s approval of such request. A request for an Unforeseeable Emergency withdrawal by a Key Employee who has Separated from Service shall be subject to any delay required by Section 3.3(b).

(b)           Impact on Deferral Election . In the event that a Participant receives a withdrawal due to the Participant’s Unforeseeable Emergency, whether under this Plan or any other nonqualified deferred compensation plan maintained by an Employer or Affiliate, any deferral election made by the Participant under this Plan or any other Elective Account Balance Plan with respect to the Plan Year during which the withdrawal occurs shall be cancelled for the remainder of the Plan Year.

Section 5.6             Subsequent Election . Each Participant may make a subsequent election to delay the Payment Date or change the form of payment, in each case as set forth in the Participant’s Election Form, provided that (i) such election shall not be effective until 12 months after the date on which the election is made; (ii) except in the case of payment on account of death, Disability or Unforeseeable Emergency, the payment with respect to such election must be deferred for a period of not less than five years from the date such payment otherwise would have been made (or, in the case of installment payments, five years from the date the first amount was scheduled to be paid); and (iii) such election cannot be made less than 12 months prior to the date of the scheduled payment (or, in the case of installment payments, 12 months prior to the date the first amount was scheduled to be paid). A subsequent election pursuant to this Section 5.6 shall be delivered to the Plan Administrator in the manner prescribed by the Plan Administrator and upon such delivery shall be irrevocable.

Section 5.7             Designation of Beneficiaries . Each Participant may name any one or more beneficiaries (who may be named concurrently, contingently or successively) to receive any amount payable pursuant to Section 5.3 upon the Participant’s death (the “Designated Beneficiary”) by executing a beneficiary designation form. The Participant may change or revoke any such designation by executing a new beneficiary designation form. A beneficiary designation form shall be in the form prescribed by the Plan Administrator and will be effective only when filed with the Plan Administrator during the Participant’s lifetime. If the Participant is

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married and names someone other than his or her spouse as a primary beneficiary, the designation is invalid unless the spouse consents by signing the beneficiary designation form in the presence of a Notary Public. If all Designated Beneficiaries predecease the Participant or, in the case of corporations, partnerships, trusts or other entities which are Designated Beneficiaries, are terminated, dissolved, become insolvent or are adjudicated bankrupt prior to the date of the Participant’s death, or if the Participant fails to designate a beneficiary, then the following persons in the order set forth below shall be the Participant’s Designated Beneficiaries:  (i) the Participant’s spouse, if living; or if none, (ii) the Participant’s then living descendants, per stirpes; or if none, (iii) the Participant’s estate.

ARTICLE 6

Administration

Section 6.1             In General . The Plan shall be administered by the Plan Administrator. The duties and authority of the Plan Administrator shall include (i) the interpretation of the provisions of the Plan, (ii) the adoption of any rules and regulations which may become necessary or advisable in the operation of the Plan, (iii) the making, in his or her sole discretion, of such determinations as may be permitted or required pursuant to the Plan, and (iv) the taking of such other actions as may be required for the proper administration of the Plan in accordance with its terms. Any decision of the Plan Administrator with respect to any matter within the authority of the Plan Administrator shall be final, binding and conclusive upon the Employers, each Participant, each Designated Beneficiary and any other person. Benefits under this Plan shall be paid only if the Plan Administrator decides, in his or her sole discretion, that the Participant, Designated Beneficiary or other person is entitled to them. Any action taken by the Plan Administrator with respect to any one or more Participants shall not be binding on the Plan Administrator as to any action to be taken with respect to any other Participant. The Plan Administrator may be a Participant, but the SVP-HR (rather than the Plan Administrator) shall make any decision involving solely the Plan Administrator’s rights or the computation of his or her benefits under the Plan. The Plan Administrator may designate any other person or committee, including employees of the Employers, to carry out any of his or her responsibilities with respect to administration of the Plan.

Section 6.2             Claims Procedure . (a)  Filing of Claim . If any Participant or Designated Beneficiary believes he or she is entitled to benefits under the Plan in an amount greater than those which he or she is receiving or has received, the Participant or Designated Beneficiary (or his or her duly authorized representative) may file a claim with the Plan Administrator. Such a claim shall be in writing and state the nature of the claim, the facts supporting the claim, the amount claimed and the address of the claimant.

(b)           Initial Review of Claim . The Plan Administrator shall review the claim and, unless special circumstances require an extension of time, within 90 days after receipt of the claim give written or electronic notice to the claimant of his or her decision with respect to the claim. If special circumstances require an extension of time, the claimant shall be so advised in writing or by electronic means within the initial 90-day period and in no event shall such an extension exceed 90 days. The notice of the decision of the Plan Administrator with respect to

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the claim shall be written in a manner calculated to be understood by the claimant and, if the claim is wholly or partially denied, shall set forth the specific reasons for the denial, specific references to the pertinent Plan provisions on which the denial is based, a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and an explanation of the appeals procedure under the Plan and the time limits applicable to such procedure (including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following the final denial of a claim).

(c)           Filing an Appeal of Claim Denial . The claimant (or his or her duly authorized representative) may request a review of the denial by filing with the SVP-HR a written request for such review within 60 days after notice of the denial has been received by the claimant. Within the same 60-day period, the claimant may submit to the SVP-HR written comments, documents, records and other information relating to the claim. Upon request and free of charge, the claimant also may have reasonable access to, and copies of, documents, records and other information relevant to the claim.

(d)           Review of Claim Denial . If a request for review is so filed, review of the denial shall be made by the SVP-HR and the claimant shall be given written or electronic notice of the final decision of the SVP-HR within 60 days after receipt of such request, unless special circumstances require an extension of time. If special circumstances require an extension of time, the claimant shall be so advised in writing or by electronic means within the initial 60-day period and in no event shall such an extension exceed 60 days. If the appeal of the claim is wholly or partially denied, the notice of the final decision of the SVP-HR shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based and a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all relevant documents, records and information. The notice shall be written in a manner calculated to be understood by the claimant and shall notify the claimant of his or her right to bring a civil action under section 502(a) of ERISA.

(e)           Claim for Disability Distribution . Notwithstanding the foregoing, a Participant’s claim that he or she is entitled to a distribution of the Participant’s Deferred Compensation Account pursuant to Section 5.2 due to the Participant’s Disability shall be processed in accordance with the provisions of Department of Labor Regulation §2560.503-1 regarding claims for disability benefits.

Section 6.3             Immunity of SVP-HR and Plan Administrator . The SVP-HR and the Plan Administrator may rely upon any information, report or opinion supplied to them by a designated agent of an Employer or any legal counsel or independent public accountant, and shall be fully protected in relying upon any such information, report or opinion. The Employers hereby jointly and severally indemnify the SVP-HR and the Plan Administrator from the effects and consequences of their acts, omissions and conduct in their official capacity, except to the extent such effects and consequences result from their own willful misconduct or illegal acts.

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ARTICLE 7

General Provisions

Section 7.1             Base Salary Payable for Final Payroll Period . For purposes of this Plan, and effective January 1, 2005, Base Salary payable after the last day of a Plan Year solely for services performed during the final payroll period containing the last day of the Plan Year shall be treated as Base Salary for services performed in the Plan Year in which the payroll period commenced (as opposed to the Plan Year in which the Base Salary is payable).

Section 7.2             Leaves of Absence . For purposes of this Plan, a Participant shall not have a Separation from Service while the Participant is on a military leave, sick leave or other bona fide leave of absence (such as temporary employment by the government) if such leave does not exceed 6 months (or, if the leave exceeds 6 months, provided that the Participant’s right to reemployment is protected either by statute or contract). If the Participant’s leave exceeds 6 months and the right to reemployment is not protected by statute or contract, then the Participant shall be deemed to have Separated from Service for purposes of this Plan as of the first day immediately following the end of the six-month period. Notwithstanding the foregoing, where a leave is due to a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of at least 6 months, and where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for the 6-month period of absence set forth in the immediately preceding two sentences.

Section 7.3             Source of Payment . Amounts payable under this Plan shall be paid from the general funds of the Employers, and each Participant shall be no more than an unsecured general creditor of his or her Employer with no right to any specific assets of the Employer (whose claim may be subordinated to those of other creditors of the Employer). Nothing contained in this Plan shall be deemed to create a trust of any kind for the benefit of any Participant, or create any fiduciary relationship between the Employers and any Participant with respect to any assets of the Employers.

Section 7.4             Withholding . Appropriate amounts shall be withheld from any distribution made under this Plan or from a Participant’s compensation as may be required for purposes of complying with Federal, state, local or other tax withholding requirements applicable to the benefits provided under this Plan.

Section 7.5             Assignment . Except as provided in Section 5.7, the benefits provided under this Plan may not be alienated, assigned, transferred, pledged or hypothecated by the voluntary or involuntary act of any person, by operation of law, or otherwise. Any attempt to alienate, assign, transfer, pledge or hypothecate the benefits provided under this Plan shall be null and void and without legal effect. The benefits provided under this Plan shall be exempt from the claims of creditors or other claimants and from all orders, decrees, levies, garnishments or executions.

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Section 7.6             Applicable Law . This Plan shall be construed, administered and governed in all respects in accordance with the laws of the State of Illinois to the extent that the latter are not preempted by ERISA or other applicable federal law.

Section 7.7             Plurals and Headings . Wherever used herein, words in the singular form shall be construed as though they also were used in the plural form, and words in the plural form shall be construed as though they also were used in the singular form, where appropriate. Headings of sections and subsections of this Plan are inserted for convenience of reference only and are not part of this Plan and are not to be considered in the construction thereof.

Section 7.8             Plan Not to Affect Employment Relationship . Neither the adoption of this Plan nor its operation shall in any way affect the right and power of the Employers to dismiss or otherwise terminate the employment or change the terms of the employment or amount of compensation of any Participant at any time for any reason with or without cause.

Section 7.9             Inability to Locate Participant or Designated Beneficiary . If, as of the Latest Payment Date, the Plan Administrator is unable to make payment of all or a portion of a Participant’s Deferred Compensation Account to such Participant or his or her Designated Beneficiary because the whereabouts of such person cannot be ascertained (notwithstanding the mailing of notice to any last known address or addresses and the exercise by the Plan Administrator of other reasonable diligence), then such Participant’s Deferred Compensation Account, or portion thereof, as applicable, shall be forfeited. For this purpose, the “Latest Payment Date” shall be the latest date on which a Participant’s Deferred Compensation Account, or portion thereof, as applicable, may be paid to the Participant or the Designated Beneficiary without the imposition of excise taxes and other penalties under section 409A of the Code.

Section 7.10           Distributions to Minors and Incapacitated Individuals . If a payment hereunder is to be made to a minor or to an individual who, in the opinion of the Plan Administrator, is unable to manage his or her affairs by reason of illness, accident or mental incompetency, such payment may be made to or for the benefit of such individual in such of the following ways as the legal representative of such individual shall direct:  (i) directly to any such minor individual, if in the opinion of such legal representative, such individual is able to manage his or her affairs, (ii) to such legal representative, (iii) to a custodian under a Uniform Gifts to Minors Act for any such minor individual, or (iv) to some near relative of any such individual to be used for the latter’s benefit. Neither the Plan Administrator nor any Employer shall be required to see to the application by any third party other than the legal representative of an individual of any payment made to or for the benefit of such individual pursuant to this Section. Any payment so made shall be in complete discharge of this Plan’s obligations to such individual.

Section 7.11           Successors and Assigns . This Plan is binding on all persons entitled to benefits hereunder and their heirs and legal representatives and on the Employers and their successors.

Section 7.12           Election Form Subject to Plan . An Election Form is subject to the provisions of the Plan and shall be interpreted in accordance therewith. In the event of any

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inconsistency between the terms of an Election Form and the terms of the Plan, the terms of the Plan shall govern.

Section 7.13           Severability . If any provision of this Plan shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the remaining provisions of this Plan, and this Plan shall be construed and enforced as if the invalid or unenforceable provision had never been set forth herein.

Section 7.14           Compliance with Section 409A of the Code . This amended and restated Plan is intended to comply with section 409A of the Code and shall be interpreted and construed accordingly. In the event the terms of this amended and restated Plan do not comply with section 409A of the Code, the Company shall amend the terms of this Plan to avoid excise taxes and other penalties under section 409A of the Code, to the extent possible. Notwithstanding the foregoing, under no circumstance shall the Employers be responsible for any taxes, penalties, interest or other losses or expenses incurred by a Participant or other person due to any failure to comply with section 409A of the Code.

ARTICLE 8

Amendment or Termination

Section 8.1             Amendment . The SVP-HR in his sole discretion shall have the right to amend the Plan at any time and for any reason. In no event shall any amendment reduce the amount credited to a Participant’s Deferred Compensation Account.

Section 8.2             Plan Termination . The SVP-HR in his sole discretion may terminate the Plan at any time and for any reason. Upon a termination of the Plan, all Deferred Compensation Accounts shall be paid to Participants and Designated Beneficiaries pursuant to the terms of the Plan and the Participant elections thereunder. In no event shall the amount credited to a Participant’s Deferred Compensation Account be reduced as a result of a Plan termination.

IN WITNESS WHEREOF, the Company has caused the Plan, as amended and restated herein, to be executed by its SVP-HR this 10th day of December, 2007.

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EXHIBIT 10.2

UNITED STATES CELLULAR CORPORATION

EXECUTIVE DEFERRED COMPENSATION INTEREST ACCOUNT PLAN

2008 Election Form

Election to Participate

I choose to participate in the United States Cellular Corporation Executive Deferred Compensation Interest Account Plan (the “Plan”) for calendar year 2008.

Deferral of Base Salary

On each issuance of my payroll check for services to be performed in calendar year 2008, I elect to have USCC deduct an amount equivalent to              percent of my gross base salary for the pay period, which amount will be credited to my 2008 Deferred Compensation Account under the Plan as of the last day of the calendar month during which such check is to be issued. The first deduction will occur on my payroll check dated January 31, 2008.

Deferral of Bonus

On each issuance of a check in full or partial payment of my quarterly sales bonus (or any annual component to my sales bonus) and annual bonus, if any, for services to be performed in calendar year 2008, I elect to have USCC deduct an amount equivalent to           percent of such gross bonus payment, which amount will be credited to my 2008 Deferred Compensation Account under the Plan as of the last day of the calendar month during which such check is to be issued.

Date of Payment of 2008 Deferred Compensation Account (choose one option) :

I understand that if I am a “key employee” (as defined in USCC’s Key Employee Policy) and am entitled to payment by reason of my separation from service, no payment shall be made from my 2008 Deferred Compensation Account before the date which is six months after the date of my separation from service (or, if earlier than the end of such six-month period, the date of my death).

Form of Payment of 2008 Deferred Compensation Account (choose one option) :

I understand that if I die prior to the total distribution of my 2008 Deferred Compensation Account, the unpaid balance of such account will be paid in a lump sum to my designated beneficiary within 60 days of my death.

Acknowledgement of Executive

I acknowledge and agree that the elections set forth herein to defer my base salary and/or bonus for calendar year 2008 are irrevocable and, except in the event of any withdrawal under the Plan (or under any other nonqualified deferred compensation plan maintained by USCC or its affiliates) due to my unforeseeable emergency, shall be in effect for the entire calendar year.

I understand that the Internal Revenue Code significantly restricts my ability to change the elections set forth herein regarding the date and form of payment of my 2008 Deferred Compensation Account. I generally will not be allowed to elect to accelerate the payment date of my 2008 Deferred Compensation Account. I may elect to delay the payment date of my 2008 Deferred Compensation Account or change the form of payment only if (i) such election is made at least 12 months prior to the date of the scheduled payment (or, in the case of installment payments, 12 months prior to the date the first amount is scheduled to be paid) and (ii) except in the event of my death, disability or unforeseeable emergency, the payment subject to such election is deferred for a period of at least 5 years from the date such payment otherwise would have been made (or, in the case of installment payments, 5 years from the date the first amount is scheduled to be paid).

I acknowledge and agree that my elections set forth herein are subject to the terms and conditions of the Plan, as it may be amended from time to time, including any amendment necessary to satisfy any requirement of section 409A of the Internal Revenue Code.

YOUR COMPLETED ELECTION FORM MUST BE RECEIVED NO LATER THAN DECEMBER 21, 2007 TO BE EFFECTIVE. PLEASE RETURN THIS COMPLETED ELECTION FORM TO TRISHA MCKILLOP AT THE RSO.

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EXHIBIT 10.3

EXECUTIVE DEFERRED COMPENSATION AGREEMENT
PHANTOM STOCK ACCOUNT—2008 BONUS YEAR

THIS AGREEMENT , entered into this          day of                       ,          , by and between                                     (hereinafter referred to as the “Executive”) and United States Cellular Corporation (hereinafter referred to as the “Company”), a Delaware corporation, located at 8410 West Bryn Mawr Avenue, Suite 700, Chicago, IL 60631-3486.

W I T N E S S E T H:

WHEREAS , the Executive is now and will in the future be rendering valuable services to the Company, and the Company desires to ensure the continued loyalty, service and counsel of the Executive; and

WHEREAS , the Executive desires to defer a portion of his or her annual bonus for services to be performed in calendar year 2008 (the “Bonus Year”) until separation from service, permanent disability, death, a specified date in 2012 or later or unforeseeable emergency.

NOW, THEREFORE , in consideration of the covenants and agreements herein set forth, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto covenant and agree as follows:

1.                                        Deferred Compensation Account. The Company agrees to establish and maintain a book reserve (the “Deferred Compensation Account”) for the purpose of measuring the amount of deferred compensation payable to the Executive under this Agreement. Credits shall be made to the Deferred Compensation Account as follows:

(a)                                   Annual Bonus Deferral. On each issuance of a check in full or partial payment of the Executive’s annual bonus, if any, for services to be performed in the Bonus Year, there shall be deducted an amount equivalent to               percent of the gross bonus payment which will be credited to the Deferred Compensation Account as of the date on which such check is to be issued.

The bonus deferral selected in this paragraph 1(a) shall be irrevocable except in the event that, prior to the date of the bonus deferral, the Executive receives a withdrawal due to the Executive’s unforeseeable emergency (as defined in paragraph 3(g)) from a nonqualified deferred compensation plan maintained by the Company or any affiliate thereof. In such event, the bonus deferral shall be cancelled in its entirety.

(b)                                  Company Match. As of each date on which an amount is credited to the Deferred Compensation Account pursuant to paragraph 1(a), there shall also be credited to the Deferred Compensation Account a Company Match amount equal to the sum of (i) 25% of the amount credited to the Deferred Compensation Account pursuant to paragraph 1(a) which is not in excess of one-half of the Executive’s total gross bonus for the Bonus Year and (ii) 33 1/3% of the amount credited to the Deferred Compensation Account pursuant

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to paragraph 1(a) which is in excess of one-half of the Executive’s total gross bonus for the Bonus Year.

(c)                                   Deemed Investment of Deferred Compensation Account. An amount credited to the Deferred Compensation Account pursuant to paragraph 1(a) or 1(b) shall be deemed to be invested in whole and fractional shares of common stock of the Company at the closing sale price on the principal national stock exchange on which such stock is traded on the date as of which the amount is credited to the Deferred Compensation Account or, if there is no reported sale for such date, on the next preceding date for which a sale was reported.

2.             Vesting of Deferred Compensation.

(a)                                   Annual Bonus Deferral. The bonus deferral amount credited to the Deferred Compensation Account pursuant to paragraph 1(a) (as adjusted for deemed investment returns) shall be 100% vested at all times.

(b)                                  Company Match. One-third of the Company Match amount credited to the Executive’s Deferred Compensation Account pursuant to paragraph 1(b) (as adjusted for deemed investment returns) shall become vested on each of the first three annual anniversary dates of December 31, 2008, provided that the Executive is an employee of the Company (or an affiliate of the Company) on such date and the amount credited to the Deferred Compensation Account pursuant to paragraph 1(a) has not been withdrawn or distributed before such date. Notwithstanding the foregoing, the Company Match amount shall become 100% vested upon (i) the Executive’s separation from service as a result of the Executive’s retirement or death or (ii) the Executive suffering a permanent disability prior to the Executive’s separation from service.

For all purposes of this Agreement, “separation from service” shall have the meaning set forth in the United States Cellular Corporation 2005 Long-Term Incentive Plan, as it may be amended from time to time (the “LTIP”). “Retirement” shall mean the Executive’s separation from service on or after attaining his or her Early or Normal Retirement Date (as defined in the Telephone and Data Systems, Inc. Pension Plan). “Permanent disability” shall mean (i) the Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) the Executive’s receipt, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, of income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s employer.

3.             Payment of Deferred Compensation.

(a)                                   Medium of Payment. All payments of deferred compensation hereunder will be made in whole shares of common stock of the Company and cash equal to the fair market value of any fractional share.

(b)                                  Election of Payment Date. The Executive must elect in this paragraph 3(b) the date on which his or her vested Deferred Compensation Account for the Bonus Year (the

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“Distributable Balance”) becomes payable. The Executive may elect payment either upon his or her separation from service, or at a specified month and year in 2012 or later (choose one option). This determination must be made at the time of execution of this Agreement and will apply to the entire Distributable Balance.

Notwithstanding the foregoing or any other provision within this Agreement, if the Executive is a key employee (as defined in the Company’s Key Employee Policy) as of the date of his or her separation from service and is entitled to payment hereunder by reason of such separation from service, no payment (including on account of the Executive’s permanent disability or unforeseeable emergency) shall be made from the Deferred Compensation Account before the date which is six months after the date of the Executive’s separation from service (or, if earlier than the end of such six-month period, the date of the Executive’s death). The aggregate amount of any payments which the Executive cannot receive, due to being a key employee, during the six-month period following the Executive’s separation from service shall be paid to the Executive in a lump sum during the seventh calendar month following the calendar month during which the Executive separates from service.

(c)                                   Election of Form of Payment. The Executive must elect in this paragraph 3(c) the form of payment for receiving his/her Distributable Balance. The Executive may elect payment either in a lump sum or in an indicated number of quarterly installments (not to exceed 40) (choose one option). This determination must be made at the time of execution of this Agreement and will apply to the entire Distributable Balance.

(d)                                  Distribution Upon Permanent Disability. If the Executive becomes permanently disabled prior to the commencement of the payment of his or her Distributable Balance, the Distributable Balance immediately shall become payable to the Executive (irrespective of the payment date elected by the Executive in paragraph 3(b)). Payment shall be made either in a lump sum or installments, as elected by the Executive in paragraph 3(c), in accordance with the payment schedule set forth in paragraph 3(f). Payment of the Distributable Balance of a key employee who incurs a permanent disability after he or she has separated from service shall be subject to any delay required by paragraph 3(b).

(e)                                   Distribution at Death. If the Executive dies prior to the total distribution of his or her Distributable Balance, the Executive’s unpaid Distributable Balance immediately shall become payable in full to the Executive’s Designated Beneficiary (as defined in paragraph 4).

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Payment shall be made in a lump sum at the time determined by the Company within sixty (60) days following the Executive’s death.

(f)                                     Timing of Distribution Upon Occurrence of Distribution Event. If the Executive elected distribution of his or her Distributable Balance in the form of a lump sum, the Distributable Balance shall be paid at the time determined by the Company within sixty (60) days after the occurrence of the event causing such balance to be payable (the payment date elected by the Executive pursuant to paragraph 3(b) or the Executive’s permanent disability, as applicable). If the Executive elected distribution of his or her Distributable Balance in the form of installments, the Distributable Balance shall be paid quarterly commencing with the fifteenth day of the first month of the calendar quarter following the calendar quarter of the occurrence of the event causing such balance to be payable. Installments then will be paid on the fifteenth day of the first month of each succeeding calendar quarter until the entire Distributable Balance has been paid. For purposes of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the entitlement to a series of installment payments under this Agreement shall be treated as the entitlement to a single payment as of the date the first installment is scheduled to be paid.

(g)                                  Withdrawals for an Unforeseeable Emergency. In the event that the Executive experiences an unforeseeable emergency and as a result thereof requests in writing payment of all or any portion of his or her Distributable Balance, the Stock Option Compensation Committee of the Company (the “Committee”) may, in its sole discretion, direct such payment to the Executive. An unforeseeable emergency means a severe financial hardship to the Executive resulting from (i) an illness or accident of the Executive, the Executive’s spouse, the Executive’s Designated Beneficiary or the Executive’s dependent, (ii) the loss of the Executive’s property due to casualty or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. The circumstances that will constitute an unforeseeable emergency will depend upon the facts of each case, but, in any case, payment may not exceed an amount reasonably necessary to satisfy such unforeseeable emergency plus amounts necessary to pay taxes or penalties reasonably anticipated as a result of such payment after taking into account the extent to which such unforeseeable emergency is or may be relieved (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Executive’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (c) by cessation of deferrals hereunder or under any similar nonqualified deferred compensation plan maintained by the Company or its affiliates. Examples of what are not considered to be unforeseeable emergencies include the need to send an Executive’s child to college or the desire to purchase a home. Examples of what may be considered to be unforeseeable emergencies include (i) the imminent foreclosure of or eviction from the Executive’s primary residence, (ii) the need to pay for medical expenses, including non-refundable deductibles and the cost of prescription drug medication and (iii) the need to pay for funeral expenses of an Executive’s spouse, Designated Beneficiary or dependent.

In the event the Committee approves a withdrawal due to an unforeseeable emergency, such payment shall be made to the Executive in a lump sum at the time determined by the Company within sixty (60) days after approval of such request. A request for an unforeseeable emergency withdrawal by a key employee who has separated from service shall be subject to any delay required by paragraph 3(b).

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(h)                                  Subsequent Election. The Executive may make a subsequent election to delay the payment date of his or her Distributable Balance, or change the form of payment, provided that (i) such election shall not be effective until 12 months after the date on which the election is made; (ii) except in the case of payment on account of death, permanent disability or unforeseeable emergency, the payment with respect to such election must be deferred for a period of not less than five years from the date such payment otherwise would have been made (or, in the case of installment payments, five years from the date the first amount was scheduled to be paid); and (iii) such election cannot be made less than 12 months prior to the date of the scheduled payment (or, in the case of installment payments, 12 months prior to the date the first amount was scheduled to be paid). A subsequent election pursuant to this paragraph 3(h) shall be delivered to the Company in the manner prescribed by the Company and upon such delivery shall be irrevocable.

4.             Designation of Beneficiaries.

(a)                                   In General. The Executive may designate one or more beneficiaries to receive any amount payable pursuant to paragraph 3(e) (a “Designated Beneficiary”) by executing and filing with the Company during his/her lifetime, a beneficiary designation in the form attached hereto. The Executive may change or revoke any such designation by executing and filing with the Company during his/her lifetime a new Beneficiary Designation Form. If the Executive is married and names someone other than his/her spouse (e.g., a child) as a primary beneficiary, the designation is invalid unless the spouse consents by signing the designated area of the Beneficiary Designation Form in the presence of a Notary Public.

(b)                                  No Designated Beneficiary. If all Designated Beneficiaries predecease the Executive, or, in the case of corporations, partnerships, trusts or other entities which are Designated Beneficiaries, are terminated, dissolved, become insolvent or are adjudicated bankrupt prior to the date of the Executive’s death, or if the Executive fails to designate a beneficiary, then the following persons in the order set forth below shall be the Executive’s beneficiaries:

i)              Executive’s spouse, if living; otherwise

ii)             Executive’s then living descendants, per stirpes; and otherwise

iii)            Executive’s estate.

5.             Miscellaneous.

(a)                                   Assignment. Except as provided in paragraph 4, the right of the Executive or any other person to any payment of benefits under this Agreement may not be assigned, transferred, pledged or encumbered.

(b)                                  Distributions to Minors and Incapacitated Individuals. If a payment hereunder is to be made to a minor or to an individual who, in the opinion of the Company, is unable to manage his or her affairs by reason of illness, accident or mental incompetency, such payment may be made to or for the benefit of such individual in such of the following ways as the legal representative of such individual shall direct:  (i) directly to any such minor individual, if in the opinion of such legal representative, such individual is able to manage his or her affairs, (ii) to such legal representative, (iii) to a custodian under a Uniform Gifts to Minors Act for any such minor individual, or (iv) to some near relative of

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any such individual to be used for the latter’s benefit. The Company shall not be required to see to the application by any third party other than the legal representative of an individual of any payment made to or for the benefit of such individual pursuant to this paragraph. Any such payment shall be a complete discharge of the liability of the Company under this Agreement for such payment.

(c)                                   Inability to Locate Executive or Designated Beneficiary. If, as of the Latest Payment Date, the Company is unable to make payment of all or a portion of an Executive’s Distributable Balance to the Executive or his or her Designated Beneficiary because the whereabouts of such person cannot be ascertained (notwithstanding the mailing of notice to any last known address or addresses and the exercise by the Company of other reasonable diligence), then such Executive’s Distributable Balance, or portion thereof, as applicable, shall be forfeited. For this purpose, the “Latest Payment Date” shall be the latest date on which the Executive’s Distributable Balance, or portion thereof, as applicable, may be paid to the Executive or the Executive’s Designated Beneficiary without the imposition of excise taxes and other penalties under section 409A of the Code.

(d)                                  Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware to the extent that the latter are not preempted by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or other federal law.

(e)                                   Source of Payment. Amounts payable under this Agreement shall be paid from the general funds of the Company, and the Executive shall be no more than an unsecured general creditor of the Company with no right to any specific assets of the Company (whose claim may be subordinated to those of other creditors of the Company). Nothing contained in this Agreement shall be deemed to create a trust of any kind for the benefit of the Executive, or create any fiduciary relationship between the Company and the Executive with respect to any assets of the Company.

(f)                                     Withholding. Appropriate amounts shall be withheld from any payments made hereunder or from an Executive’s compensation as may be required for purposes of complying with Federal, state, local or other tax withholding requirements applicable to the benefits provided hereunder.

(g)                                  Agreement Subject to LTIP. This Agreement is subject to the provisions of the LTIP, and shall be interpreted in accordance therewith. In the event of any inconsistency between the terms of this Agreement and the terms of the LTIP, the terms of the LTIP shall govern. This Agreement and the LTIP contain the entire understanding of the Company and the Executive with respect to the subject matter hereof.

(h)                                  Decisions of Committee. The Committee shall have the right to resolve all questions which may arise in connection with this Agreement. Any interpretation, determination or other action made or taken by the Committee regarding this Agreement or the LTIP shall be final, binding and conclusive. Amounts will be paid hereunder only if the Committee decides, in its sole discretion, that the Executive, Designated Beneficiary or other person is entitled to them.

(i)                                      Severability. In the event any provision of this Agreement is held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the

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Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included herein.

(j)                                      Compliance with Section 409A of the Code. This Agreement is intended to comply with section 409A of the Code and shall be interpreted and construed accordingly. The Executive and the Company agree that the Company shall have sole discretion and authority to amend this Agreement, unilaterally, at any time in the future to satisfy any requirements of section 409A of the Code and regulations promulgated thereunder.

Notwithstanding the foregoing, under no circumstance shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive or any other person due to any failure to comply with section 409A of the Code.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

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EXHIBIT 10.4

SECOND AMENDMENT

TO THE

UNITED STATES CELLULAR CORPORATION

2005 LONG-TERM INCENTIVE PLAN

WHEREAS, United States Cellular Corporation (the “Corporation”) has adopted the United States Cellular Corporation 2005 Long-Term Incentive Plan (the “Plan”) for the benefit of certain key executives and management personnel;

WHEREAS, the Board of Directors of the Corporation (the “Board”) previously determined that certain officers of the Corporation are required to pay the exercise price of, and satisfy tax withholding obligations with respect to, stock options granted to them on or after March 7, 2006 either by (i) authorizing the Corporation to withhold whole Common Shares of the Corporation which otherwise would be delivered as a result of the settlement of the award (“Share Netting”) or (ii) delivery to the Corporation of previously-acquired Common Shares of the Corporation (“Share Delivery”);

WHEREAS, the Board has determined that it is in the best interests of the Corporation that the tax withholding obligations with respect to all newly granted awards under the Plan, with the exception of stock options granted to recipients who are not officers, be satisfied either by Share Netting or Share Delivery;

WHEREAS, in order to facilitate the prompt delivery of shares when Share Netting is utilized to pay the exercise price of a stock option or to satisfy the tax withholding obligations with respect to an award, the Board desires to permit the Corporation to withhold a number of whole Common Shares of the Corporation that exceeds by a fraction of one share the number of Common Shares of the Corporation necessary to satisfy the aggregate of the exercise price, if any, and tax withholding obligations with respect to such award; provided , however , that the Corporation shall deliver to the award holder, as soon as administratively practicable after the settlement of the award, a cash payment equal to the value of the excess fractional Common Share so withheld (such procedure hereinafter referred to as “Limited Excess Share Withholding”);

WHEREAS, pursuant to Section 9.2 of the Plan, the Board may amend the Plan as it deems advisable, subject to any requirement of stockholder approval; and

WHEREAS, the Board desires to amend the Plan (i) to require that the tax withholding obligations with respect to all awards granted on or after September 14, 2006, with the exception of stock options granted to recipients who are not officers, be satisfied either by Share Netting or Share Delivery and (ii) to permit Limited Excess Share Withholding.

NOW, THEREFORE, BE IT RESOLVED, that effective as of September 14, 2006, the Plan hereby is amended as follows:

1.                                        Section 4.4(b) hereby is amended in its entirety to read as follows:

(b)                                  Purchase Price Payment by Officers . The holder of an option awarded to an Officer before March 7, 2006 may pay for the shares of Stock to be purchased pursuant to the exercise of such option (i) by any of the methods set forth in Section 4.4(a) or (ii) by authorizing the Company to withhold whole shares of Stock which would otherwise be delivered having a Fair Market Value, determined as of the date of exercise, of no less than the aggregate purchase price payable by reason of such exercise, in each case to the extent authorized by the Committee. Payment for shares of Stock to be purchased pursuant to the exercise of an option granted to an Officer on or after March 7, 2006 shall be by (i) the delivery of Mature Shares having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise (provided that any fractional Mature Share which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the option holder) or (ii) by authorizing the Company to withhold whole shares of Stock which would otherwise be delivered having a Fair Market Value, determined as of the date of exercise, of no less than the aggregate purchase price payable by reason of such exercise. No share of Stock shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 9.6, have been paid (or arrangement has been made for such payment to the Company’s satisfaction).

2.                                        Section 9.6 hereby is amended in its entirety to read as follows:

9.6                                  Tax Withholding . The Company shall have the right to require, prior to the issuance or delivery of any shares of Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of any federal, state, local or other taxes which may be required to be withheld or paid in connection with the award. Such payment shall be in accordance with Section 9.6(a), (b) or (c), as applicable. Shares of Stock to be withheld or delivered pursuant to this Section 9.6 may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate; provided , however , that the Company may withhold a number of whole shares of Stock that exceeds by a fraction of one share the number of shares of Stock with an aggregate Fair Market Value equal to the aggregate of (A) the amount determined by applying the minimum statutory withholding rate and (B) in the case of the exercise of an option, the purchase price, provided that the Company delivers to the holder, as soon as administratively practicable after the settlement of the award, a cash payment equal to the Fair Market Value of the excess fractional share so withheld.

(a)                                   Methods of Tax Withholding Applicable to Awards Granted prior to March 7, 2006 . An Agreement evidencing an award granted prior to March 7, 2006 may provide for the withholding of taxes by any of the following means:  (i) a cash payment to the Company, (ii) authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the holder, the aggregate Fair Market Value of which shall be determined as of the date the obligation to withhold or pay taxes arises in connection with the award (the “Tax Date”), or an amount of cash which otherwise would be payable to the holder, (iii) delivery to the Company of previously-owned whole shares of Stock, the aggregate Fair Market Value of which shall be determined as of the Tax Date (provided that any fractional share which would be required to be delivered to satisfy the tax withholding obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder), (iv) in the case of the exercise of an

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option and to the extent legally permissible, a cash payment by a broker-dealer acceptable to the Company to whom the option holder has submitted an irrevocable notice of exercise or (v) any combination of (i), (ii) and (iii).

(b)                                  Methods of Tax Withholding Applicable to Awards Granted on or after March 7, 2006 but prior to September 14, 2006 . An Agreement evidencing an option granted to an Officer during the period commencing on March 7, 2006 and ending on September 13, 2006 shall provide that all tax withholding shall be satisfied either by (i) authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the holder, the aggregate Fair Market Value of which shall be determined as of the Tax Date or (ii) delivery to the Company of previously-owned whole shares of Stock, the aggregate Fair Market Value of which shall be determined as of the Tax Date (provided that any fractional share which would be required to be delivered to satisfy the tax withholding obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder). An Agreement evidencing any other award granted during the period commencing on March 7, 2006 and ending on September 13, 2006 may provide for the withholding of taxes by any of the methods set forth in Section 9.6(a).

(c)                                   Methods of Tax Withholding Applicable to Awards Granted on or after September 14, 2006 . An Agreement evidencing an option granted on or after September 14, 2006 to an employee who is not an Officer may provide for the withholding of taxes by any of the methods set forth in Section 9.6(a). An Agreement evidencing any other award granted on or after September 14, 2006 shall provide that all tax withholding shall be satisfied either by (i) authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the holder, the aggregate Fair Market Value of which shall be determined as of the Tax Date, or an amount of cash which otherwise would be payable to the holder or (ii) delivery to the Company of previously-owned whole shares of Stock, the aggregate Fair Market Value of which shall be determined as of the Tax Date (provided that any fractional share which would be required to be delivered to satisfy the tax withholding obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder).

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IN WITNESS WHEREOF, the undersigned has executed this amendment as of this 14 ^th day of September, 2006.

SIGNATURE PAGE TO

SECOND AMENDMENT TO

UNITED STATES CELLULAR CORPORATION

2005 LONG-TERM INCENTIVE PLAN

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EXHIBIT 10.5

THIRD AMENDMENT

TO THE

UNITED STATES CELLULAR CORPORATION

2005 LONG-TERM INCENTIVE PLAN

WHEREAS, United States Cellular Corporation, a Delaware corporation (the “Company”) has adopted and maintains the United States Cellular Corporation 2005 Long-Term Incentive Plan (the “Plan”) for the benefit of certain key executives and management personnel;

WHEREAS, pursuant to Section 9.2 of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan as it deems advisable, subject to any requirement of shareholder approval;

WHEREAS, Section 9.8 of the Plan provides for adjustment of awards under the Plan in the event of an equity restructuring of the Company or certain other changes in capitalization or events impacting the Company (an “Adjustment Event”);

WHEREAS, the Company’s accountants have notified the Board that Statement of Financial Accounting Standards No. 123(R)—Share-Based Payment provides that companies that adjust their stock-based compensation awards to preserve their value after an equity restructuring event may incur significant incremental compensation costs unless the adjustment is required to be made; and

WHEREAS, although the Board interprets the current provisions of Section 9.8 of the Plan to require adjustment of awards under the Plan upon an Adjustment Event, it desires to amend Section 9.8 in certain minor respects to eliminate any question as to the mandatory nature of such adjustment.

NOW, THEREFORE, BE IT RESOLVED, that effective as of the latest date on which this Third Amendment is approved by a member of the Board, Section 9.8 of the Plan hereby is amended in its entirety to read as follows:

9.8      Adjustment . In the event of any conversion, stock split, stock dividend, recapitalization, reclassification, reorganization, merger, consolidation, combination of shares in a reverse stock split, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Stock other than a regular cash dividend, the number and class of securities available under the Plan, the maximum number of securities with respect to which options or SARs, or a combination thereof, Restricted Stock Awards or Restricted Stock Unit Awards may be granted during any calendar year to any employee, the maximum amount payable in connection with a Performance Award for any Performance Period, the maximum number of securities with respect to which Incentive Stock Options may be granted under the Plan, the number and class of securities subject to each outstanding option and the purchase price per security, the terms of each outstanding SAR, the number and class of securities subject to each outstanding Restricted Stock Award and Restricted Stock Unit Award, the terms of each outstanding Performance Award and the number and class of securities deemed to be held in each Deferred Compensation

Account shall be appropriately and equitably adjusted by the Committee, such adjustment to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price. Such adjustment shall be final, binding and conclusive. If such adjustment would result in a fractional security being (a) available under the Plan, such fractional security shall be disregarded, or (b) subject to an award under the Plan, the Company shall pay the holder of such award, in connection with the first vesting, exercise or settlement of such award in whole or in part occurring after such adjustment, an amount in cash determined by multiplying (i) the fraction of such security (rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on the vesting, exercise or settlement date over (B) the purchase or base price, if any, of such award.

* * * * *

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IN WITNESS WHEREOF, the undersigned has executed this Third Amendment as of this 29 ^th day of August, 2007.

SIGNATURE PAGE TO

THIRD AMENDMENT TO

UNITED STATES CELLULAR CORPORATION

2005 LONG-TERM INCENTIVE PLAN

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EXHIBIT 10.6

FOURTH AMENDMENT

TO THE

UNITED STATES CELLULAR CORPORATION

2005 LONG-TERM INCENTIVE PLAN

WHEREAS, United States Cellular Corporation, a Delaware corporation (the “Corporation”) has adopted and maintains the United States Cellular Corporation 2005 Long-Term Incentive Plan (the “Plan”) for the benefit of certain key executives and management personnel;

WHEREAS, pursuant to Section 9.2 of the Plan, the Board of Directors of the Corporation (the “Board”) may amend the Plan as it deems advisable, subject to any requirement of shareholder approval;

WHEREAS, the Board desires to amend the Plan to change in certain minor respects the tax withholding procedure utilized under the Plan; and

WHEREAS, such amendment to the Plan is not material and is not required to be submitted for approval by shareholders of the Corporation.

NOW, THEREFORE, BE IT RESOLVED, that effective as of December 5, 2007, the Plan hereby is amended as follows:

1.        The final two sentences of Section 4.4(a) hereby are amended in their entirety to read as follows:

Any fraction of a share of Stock which would be required to satisfy the aggregate of such purchase price and the withholding taxes with respect to the award, as described in Section 9.6, shall be disregarded and the remaining amount due shall be paid in cash by the option holder. No share of Stock shall be delivered until the full purchase price therefore and the withholding taxes thereon have been paid (or arrangement has been made for such payment to the Company’s satisfaction).

2.        Section 4.4(b) hereby is amended in its entirety to read as follows:

(b)           Purchase Price Payment by Officers . The holder of an option awarded to an Officer before March 7, 2006 may pay for the shares of Stock to be purchased pursuant to the exercise of such option (i) by any of the methods set forth in Section 4.4(a) or (ii) by authorizing the Company to withhold whole shares of Stock which would otherwise be delivered having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, in each case to the extent authorized by the Committee. Payment for shares of Stock to be purchased pursuant to the exercise of an option granted to an Officer on or after March 7, 2006 shall be by (i) the delivery of Mature Shares having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise or (ii) authorizing the Company to withhold whole shares of Stock which would otherwise be delivered having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise. Any fraction of a share of Stock which would be required to satisfy the

aggregate of such purchase price and the withholding taxes with respect to the award, as described in Section 9.6, shall be disregarded and the remaining amount due shall be paid in cash by the option holder. No share of Stock shall be delivered until the full purchase price therefore and the withholding taxes thereon have been paid (or arrangement has been made for such payment to the Company’s satisfaction).

3.        Section 9.6 hereby is amended in its entirety to read as follows:

9.6           Tax Withholding . The Company shall have the right to require, prior to the issuance or delivery of any shares of Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of any federal, state, local or other taxes which may be required to be withheld or paid in connection with the award. Such payment shall be in accordance with Section 9.6(a), (b) or (c), as applicable. Shares of Stock to be withheld or delivered pursuant to this Section 9.6 may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Any fraction of a share of Stock which would be required to satisfy the aggregate of the tax withholding obligation and the purchase price for the award, if any, shall be disregarded and the remaining amount due shall be paid in cash by the holder. No share of Stock shall be delivered until the withholding taxes thereon have been paid (or arrangement has been made for such payment to the Company’s satisfaction).

(a)           Methods of Tax Withholding Applicable to Awards Granted prior to March 7, 2006 . An Agreement evidencing an award granted prior to March 7, 2006 may provide for the withholding of taxes by any of the following means:  (i) a cash payment to the Company, (ii) authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the holder, the aggregate Fair Market Value of which shall be determined as of the date the obligation to withhold or pay taxes arises in connection with the award (the “Tax Date”), or an amount of cash which otherwise would be payable to the holder, (iii) delivery to the Company of previously-owned whole shares of Stock, the aggregate Fair Market Value of which shall be determined as of the Tax Date, (iv) in the case of the exercise of an option and to the extent legally permissible, a cash payment by a broker-dealer acceptable to the Company to whom the option holder has submitted an irrevocable notice of exercise or (v) any combination of (i), (ii) and (iii).

(b)           Methods of Tax Withholding Applicable to Awards Granted on or after March 7, 2006 but prior to September 14, 2006 . An Agreement evidencing an option granted to an Officer during the period commencing on March 7, 2006 and ending on September 13, 2006 shall provide that all tax withholding shall be satisfied either by (i) authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the holder, the aggregate Fair Market Value of which shall be determined as of the Tax Date or (ii) delivery to the Company of previously-owned whole shares of Stock, the aggregate Fair Market Value of which shall be determined as of the Tax Date. An Agreement evidencing any other award granted during the period commencing on

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March 7, 2006 and ending on September 13, 2006 may provide for the withholding of taxes by any of the methods set forth in Section 9.6(a).

(c)           Methods of Tax Withholding Applicable to Awards Granted on or after September 14, 2006 . An Agreement evidencing an option granted on or after September 14, 2006 to an employee who is not an Officer may provide for the withholding of taxes by any of the methods set forth in Section 9.6(a). An Agreement evidencing any other award granted on or after September 14, 2006 shall provide that all tax withholding shall be satisfied either by (i) authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the holder, the aggregate Fair Market Value of which shall be determined as of the Tax Date, or an amount of cash which otherwise would be payable to the holder or (ii) delivery to the Company of previously-owned whole shares of Stock, the aggregate Fair Market Value of which shall be determined as of the Tax Date. Notwithstanding the foregoing, withholding of employment taxes owed in connection with a Deferred Compensation Account may be satisfied by a cash payment to the Company.

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IN WITNESS WHEREOF, the undersigned has executed this Fourth Amendment as of this 5th day of December, 2007.

SIGNATURE PAGE TO

FOURTH AMENDMENT TO

UNITED STATES CELLULAR CORPORATION

2005 LONG-TERM INCENTIVE PLAN