Exhibit 10.1

FIFTH 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 (i) to comply with certain requirements of section 409A of the Internal Revenue Code of 1986, as amended, which governs the taxation of nonqualified deferred compensation arrangements; (ii) to clarify the definition of “Officer” set forth therein and (iii) to permit an agreement evidencing an award under the Plan to be in electronic form and to be accepted electronically by the recipient thereof; and

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

NOW, THEREFORE, BE IT RESOLVED, that effective as of January 1, 2009 or as of such other date set forth herein, the Plan hereby is amended as follows:

1.             Effective as of the date hereof, Section 2.2 hereby is amended in its entirety to read as follows:

2.2           “Agreement” shall mean a written or electronic agreement evidencing an award granted hereunder between the Company and the recipient of such award.

2.             Sections 2.15 hereby is amended to delete therefrom the parenthetical “(which may be Restricted Stock)”.

3.             Effective as of the date hereof, Section 2.20 hereby is amended in its entirety to read as follows:

2.20         “Officer” shall mean an individual who is designated as an officer of an Employer by the Board of Directors of the Employer or by the Bylaws of the Employer.

4.             The last sentence of Section 2.22 hereby is amended to read as follows:

Subject to (i) section 162(m) of the Code with respect to an award that is intended to be qualified performance-based compensation and (ii) section 409A of the Code with respect to an award that is subject thereto, the Committee, in its sole discretion, may amend or adjust the Performance Measures or other terms and conditions of an outstanding award in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in law or accounting principles.

5.             Section 2.28 hereby is amended in its entirety to read as follows:

2.28         “Restricted Stock Unit” shall mean a right which entitles the holder thereof to receive, upon termination of the Restriction Period, a share of Stock or cash equal to the Fair Market Value of a share of Stock on the date that the Restriction Period terminates.

6.             Article II hereby is amended to add thereto the following new Sections 2.32 and 2.33 and to renumber the existing Sections 2.32, 2.33 and 2.34 accordingly.

2.32         “Separation from Service” shall mean 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).  “Affiliate” for this purpose shall mean (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, but in each case substituting a 50% ownership level for the 80% ownership level specified therein.

2.33         “Specified Employee” shall have the meaning set forth in the “Section 409A Specified Employee Policy of Telephone and Data Systems, Inc. and its Affiliates,” which policy hereby is incorporated herein by reference.

7.             Section 2.34 (as renumbered pursuant to item 6 above) hereby is amended to replace the phrase “equity security” set forth therein with the phrase “capital stock of any class”.

8.             Section 2.35 (as renumbered pursuant to item 6 above) hereby is amended to delete therefrom the parenthetical “(including a Non-Qualified Stock Option granted prior to the date of grant of the SAR)” and the parenthetical “(which may be Restricted Stock)”.

9.             The first sentence of the second paragraph of Section 3.2 hereby is amended to add the phrase “and to the extent permitted under section 409A of the Code and regulations promulgated thereunder in the case of an award that is “deferred compensation” within the meaning thereof,” immediately after the phrase “subject to the requirements imposed under section 162(m) of the Code and regulations promulgated thereunder in the case of an award intended to be qualified performance-based compensation,”.

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10.           The first sentence of Section 4.1 hereby is amended to read as follows:

The Committee may, in its discretion, grant options to purchase shares of Stock to such eligible employees as may be selected by the Committee; provided , however , that an employee of an Affiliate may be granted an option to purchase shares of  Stock only if the Stock qualifies, with respect to such employee, as “service recipient stock” within the meaning set forth in section 409A of the Code.

11.           The first sentence of Section 4.5 hereby is amended to read as follows:

The Committee may, in its discretion, grant SARs to such eligible employees as may be selected by the Committee; provided , however , that an employee of an Affiliate may be granted an SAR only if the underlying Stock qualifies, with respect to such employee, as “service recipient stock” within the meaning set forth in section 409A of the Code.

12.           The second sentence of Section 4.5(a) hereby is amended to read as follows:

Any Tandem SAR shall be granted on the same date that the related option is granted.

13.           The first sentence of Section 4.5(b) hereby is amended to delete therefrom the parenthetical “(including shares of Restricted Stock)”.

14.           Section 8.2 hereby is amended in its entirety to read as follows:

8.2           Terms of Annual Bonus Deferrals and Company Match Awards .  An annual bonus deferral, and any related Company Match award, shall be subject to the following terms and conditions and such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem advisable.

(a)           Annual Bonus Deferral .  There shall be deducted from each check in full or partial payment of an employee’s annual bonus for a Bonus Year, an amount equivalent to the percentage of the gross bonus payment that the employee has elected to defer, which amount will be credited to the employee’s Deferred Compensation Account as of the date on which the check is to be issued.  An employee’s election to defer an amount of his or her annual bonus shall be made not later than the last day of the calendar year immediately preceding the Bonus Year (or, in the case of a Newly Eligible Employee (as defined in Section 8.3), not later than the 30 th  day after the employee becomes eligible, provided that such deferral election shall apply solely to that portion of the annual bonus equal to the total annual bonus multiplied by the ratio of the number of days remaining in the Bonus Year after the date of the deferral election over the total number of days in the Bonus Year).  Annual bonus amounts credited to an employee’s Deferred Compensation Account pursuant to this paragraph (a) (as adjusted for deemed investment returns) shall be 100% vested at all times.

(b)           Company Match .  As of each date on which an amount is credited to an employee’s Deferred Compensation Account pursuant to paragraph (a), there also

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shall 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 as of such date pursuant to paragraph (a) which is not in excess of one-half of the employee’s total gross bonus for the Bonus Year and (ii) 33 1 / 3 % of the amount credited to the Deferred Compensation Account as of such date pursuant to paragraph (a) which is in excess of one-half of the employee’s total gross bonus for the Bonus Year.  One-third of the Company Match amount so credited to the employee’s Deferred Compensation Account pursuant to this paragraph (b) (as adjusted for deemed investment returns) shall become vested on each of the first three annual anniversaries of the last day of the Bonus Year, provided that the employee remains continuously employed by the Company or an Affiliate until such date and the related annual bonus amount credited to the Deferred Compensation Account pursuant to paragraph (a) has not been withdrawn or distributed before such date.  Any Company Match amount that is not vested as of the date that the related annual bonus amount is withdrawn or distributed shall be forfeited as of the date of such withdrawal or distribution.  Notwithstanding the foregoing, the Company Match amount, to the extent not forfeited previously, shall become 100% vested upon (i) the employee’s Separation from Service by reason of the employee’s Retirement (as defined in Section 8.3) or death or (ii) the employee suffering a Permanent Disability (as defined in Section 8.3) prior to the employee’s Separation from Service.

(c)           Deemed Investment of Deferred Compensation Account .  Amounts credited to an employee’s Deferred Compensation Account pursuant to paragraphs (a) and (b) above shall be deemed to be invested in whole and fractional shares of Stock at the Fair Market Value thereof on the date as of which the amount is credited to the Deferred Compensation Account.

(d)           Payment of Deferred Compensation .  Except as otherwise set forth in the Agreement(s) relating to an employee’s Deferred Compensation Account, payment of an employee’s Distributable Balance (as defined in Section 8.3) will be in accordance with the employee’s distribution date election and, for Bonus Years commencing prior to January 1, 2009, payment method election; provided , however , that if the employee is a Specified Employee as of the date of his or her Separation from Service and is entitled to payment by reason of such Separation from Service, no payment (including on account of the employee’s Permanent Disability or Unforeseeable Emergency or in connection with a Change in Control) shall be made before the date which is six (6) months after the date of the employee’s Separation from Service (or, if earlier than the end of such six-month period, the date of the employee’s death).  All payments of deferred compensation hereunder will be made in whole shares of Stock and cash equal to the Fair Market Value of any fractional share.  If an employee dies before his or her entire Distributable Balance has been paid, the Company shall pay the remainder of the Distributable Balance to the employee’s beneficiary designated pursuant to Section 9.4.

(e)           Unforeseeable Emergency Withdrawals .  Upon written request by an employee whom the Committee determines has suffered an Unforeseeable Emergency, the Committee may direct payment to the employee of all or any portion of the

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employee’s Distributable Balance.  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 emergency plus amounts necessary to pay taxes and penalties reasonably anticipated as a result of such payment after taking into account the extent to which such emergency is or may be relieved (i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of the employee’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (iii) by cessation of deferrals under any Account Balance Plan (as defined in Section 8.3).  In the event that the Committee approves a withdrawal of all or a portion of an employee’s Distributable Balance due to an Unforeseeable Emergency, payment shall be made to the employee in a lump sum as soon as practicable following such approval, but in no event later than sixty (60) days after the occurrence of the Unforeseeable Emergency.  If an employee receives, either hereunder or from any other nonqualified deferred compensation arrangement maintained by an Employer or Affiliate, a withdrawal on account of the employee’s Unforeseeable Emergency, any deferral election by the employee in effect under this Article VIII shall be cancelled, effective as of the date of such withdrawal.

15.           Section 8.3 hereby is amended in its entirety to read as follows:

8.3           Special Definitions .  Solely for purposes of this Article VIII, the following capitalized terms shall have the following meanings:

(a)           “Account Balance Plan” shall mean an “account balance plan” within the meaning of Treasury Regulation §1.409A-1(c)(2)(i)(A) (whether elective or non-elective in nature) maintained by an Employer or any affiliate thereof.  “Affiliate” for this purpose shall mean (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.  An Account Balance Plan shall include, without limitation, (i) the deferral program set forth in this Article VIII, (ii) the Company’s Executive Deferred Compensation Interest Account Plan, (iii) the interest-bearing and phantom stock deferral arrangements maintained by TDS and TDS Telecommunications Corporation and (iv) the Telephone and Data Systems, Inc. Supplemental Executive Retirement Plan.

(b)           “Distributable Balance” shall mean the portion of an employee’s Deferred Compensation Account that is vested.

(c)           “Newly Eligible Employee” shall mean an employee who (i) newly is eligible to participate in the deferral program set forth in this Article VIII 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 such deferral program, eligible to participate in an Account Balance Plan (irrespective of whether such employee in fact elected to participate in such plan).  For this purpose, an employee is not eligible to participate in an Account Balance Plan solely on account of the accrual of interest or earnings on amounts

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previously deferred thereunder.

(d)           “Permanent Disability” shall mean an employee’s (i) inability to engage in any substantial gainful activity or (ii) receipt of income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the employee’s employer, in each case as a result of a 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 twelve (12) months.

(e)           “Retirement” shall mean an employee’s Separation from Service on or after his or her Early or Normal Retirement Date (as defined in the Telephone and Data Systems, Inc. Pension Plan).

(f)            “Unforeseeable Emergency” shall mean a severe financial hardship to an employee resulting from (i) an illness or accident of the employee, the employee’s spouse, the employee’s designated beneficiary or the employee’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 the employee’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 employee.  Examples of what may be considered to be “Unforeseeable Emergencies” include (a) the imminent foreclosure of or eviction from an employee’s primary residence, (b) the need 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 the employee’s spouse, designated beneficiary or dependent.  With limited exception, an “Unforeseeable Emergency” does not include the need to send an employee’s child to college or the desire to purchase a home.

16.           Section 8.4 hereby is deleted in its entirety.

17.           The first sentence of Section 9.2 hereby is amended (i) to delete the phrase “(b) reduce the minimum purchase price in the case of an option” set forth therein and (ii) to reletter clause (c) set forth therein as clause (b).

18.           Effective as of the date hereof, the second sentence of Section 9.3 hereby is amended to read as follows:

No award shall be valid until an Agreement is executed by the Company and executed or accepted electronically by the recipient of the award and, upon such execution or execution and electronic acceptance, and delivery of the Agreement to the Company, such award shall be effective as of the effective date set forth in the Agreement.

19.           The first two sentences of Section 9.5 hereby are amended in their entirety to read as follows:

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No Incentive Stock Option, Restricted Stock Unit Award, Performance Award or Deferred Compensation Account shall be transferable other than pursuant to a beneficiary designation pursuant to Section 9.4 and effective on the recipient’s death.  No other award shall be transferable other than (a) pursuant to a beneficiary designation pursuant to Section 9.4 and effective on the recipient’s death or (b) to the extent permitted under (i) securities laws relating to the registration of securities subject to employee benefit plans and (ii) the Agreement evidencing such award, by gift to a Permitted Transferee.

20.           Section 9.8 hereby is amended (i) to delete from clause (b) of the last sentence thereof the phrase “vesting, exercise or” the first time that it appears therein, (ii) to replace the phrase “vesting, exercise or settlement date” set forth in clause (b) of the last sentence thereof with the phrase “vesting, exercise or other date that the award becomes payable” and (ii) to add the following new sentence at the end thereof:

Any adjustment pursuant to this Section 9.8 shall be made in compliance with the requirements of section 409A of the Code (to the extent applicable thereto), including without limitation, with respect to options and SARs, the requirements of Treasury Regulation §1.409A-1(b)(5)(v)(D).

21.           Section 9.9(a) hereby is amended in its entirety to read as follows:

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9.9 (a)(1)  Notwithstanding any provision in the Plan or any Agreement, in the event of a Change in Control, the Board may, but shall not be required to, make such adjustments to outstanding awards hereunder as it deems appropriate, including, without limitation, (i) causing all outstanding options and SARs to immediately become exercisable in full, (ii) causing the Restriction Period applicable to any outstanding Restricted Stock Award, and, to the extent permissible under section 409A of the Code,  any Restricted Stock Unit Award, to lapse, (iii) to the extent permissible under section 409A of the Code, causing the Performance Period applicable to any outstanding Performance Award to lapse, (iv) causing any Restricted Stock Unit Award or Performance Award to vest, (v) causing the Performance Measures applicable to any outstanding award (if any) to be deemed to be satisfied at the minimum, target or maximum level or (vi) causing the amount in a Deferred Compensation Account attributable to a Company Match to vest.  In addition, in the event of a Change in Control, the Board may, but shall not be required to, elect that each outstanding award shall be surrendered to the Company by the holder thereof, and that each such award shall immediately be canceled by the Company, and that the holder shall receive  a cash payment from the Company in an amount equal to the amount calculated in paragraph (A), (B), (C), (D) or (E) below, as applicable.  If the Board elects to cash out any award pursuant to the immediately preceding sentence, the cash payment shall be made within sixty (60) days following the occurrence of the Change in Control, except that a cash payment with respect to an award that is subject to section 409A of the Code instead shall be made at the time that the award would have been paid if a Change in Control had not occurred.

(A)                               In the case of an option, the cash payment shall equal the number of shares of Stock then subject to such option, multiplied by the excess, if any, of the greater of (x) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (y) the Fair Market Value of a share of Stock on the date of occurrence of the Change in Control, over the purchase price per share of Stock subject to the option, and

(B)                                 In the case of a Free-Standing SAR, the cash payment shall equal the number of shares of Stock then subject to such SAR, multiplied by the excess, if any, of the greater of (x) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (y) the Fair Market Value of a share of Stock on the date of occurrence of the Change in Control, over the base price of the SAR, and

(C)                                 In the case of a Restricted Stock Award or Restricted Stock Unit Award, the cash payment shall equal the number of shares of Stock or the number of Restricted Stock Units, as the case may be, then subject to such award, multiplied by the greater of (x) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in

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Control takes place or (y) the Fair Market Value of a share of Stock on the date of occurrence of the Change in Control, and

(D)                                In the case of a Performance Award, the cash payment shall equal the amount payable with respect to such Performance Award if the applicable Performance Measures were satisfied at the maximum level, and

(E)                                  In the case of a Deferred Compensation Account, the cash payment shall equal the number of shares of Stock then deemed to be in the Account, multiplied by the greater of (x) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (y) the Fair Market Value of a share of Stock on the date of occurrence of the Change in Control.

(2)           In the event of a Change in Control pursuant to Section (b)(3) or (4) below in connection with which the holders of Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, the Board may, but shall not be required to, substitute for each share of Stock available under the Plan, whether or not then subject to an outstanding award, the number and class of shares into which each outstanding share of Stock shall be converted pursuant to such Change in Control.  In the event of any such substitution, the purchase price per share in the case of an option and the base price in the case of an SAR shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price and in accordance with the requirements of Treasury Regulation §1.409A-1(b)(5)(v)(D).

(3)           Notwithstanding the foregoing provisions of this Section 9.9 or any other provision in the Plan or in any Agreement, any adjustment or substitution with respect to an outstanding award hereunder upon a Change in Control shall be undertaken by the Board in compliance with the requirements of section 409A of the Code, to the extent applicable to such award.

22.           The following new Section 9.15 hereby is added to the Plan:

9.15         Compliance with Section 409A of the Code .  It is intended that the Plan comply with the provisions of section 409A of the Code, to the extent applicable thereto.  The Plan shall be administered and interpreted in a manner consistent with this intent.  Notwithstanding the foregoing, no particular tax result for an employee with respect to any income recognized by the employee in connection with the Plan is guaranteed under the Plan, and the employee solely shall be responsible for any taxes, interest, penalties or other amounts imposed on the employee in connection with the Plan.

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IN WITNESS WHEREOF, the undersigned has executed this Fifth Amendment as of this                      day of December, 2008.

SIGNATURE PAGE TO

FIFTH AMENDMENT TO

UNITED STATES CELLULAR CORPORATION

2005 LONG-TERM INCENTIVE PLAN

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Exhibit 10.2

2005 LONG-TERM INCENTIVE PLAN

<<YEAR>> STOCK OPTION AWARD AGREEMENT

United States Cellular Corporation, a Delaware corporation (the “Company”), hereby grants to John E. Rooney (the “Optionee”), as of << GRANT DATE >> (the “Option Date”), pursuant to the provisions of the United States Cellular Corporation 2005 Long-Term Incentive Plan, as amended (the “Plan”), a Non-Qualified Stock Option (the “Option”) to purchase from the Company <<# OF SHARES>> shares of Stock at the price of << EXERCISE PRICE >> per share upon and subject to the terms and conditions set forth below.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

1.                                        Time and Manner of Exercise of Option

1.1.                               Exercise of Option .  (a)  In general .  Except as otherwise provided in this Award Agreement, the Option shall become exercisable in its entirety on << 6 MONTH ANNIVERSARY OF GRANT DATE >>.  Except as otherwise provided in this Award Agreement, in no event may the Option be exercised, in whole or in part, after << 10 YEAR ANNIVERSARY OF GRANT DATE >> (the “Expiration Date”).

(b)                                  Disability .  If the Optionee’s employment by or service with the Employers and Affiliates terminates by reason of Disability, then the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee’s termination of employment or service and after such date may be exercised by the Optionee (or the Optionee’s Legal Representative) for a period of 12 months after the effective date of the Optionee’s termination of employment or service, or until the Expiration Date, whichever period is shorter.  If the Optionee shall die within such exercise period, then the Option shall be exercisable by the beneficiary or beneficiaries duly designated by the Optionee to the same extent the Option was exercisable by the Optionee on the date of the Optionee’s death, for a period ending on the later of (i) the last day of such exercise period and (ii) the 180 day anniversary of the Optionee’s death.

(c)                                   Special Retirement .  If the Optionee’s employment by or service with the Employers and Affiliates terminates by reason of Special Retirement (as defined below), then the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee’s termination of employment or service and after such date may be exercised by the Optionee (or the Optionee’s Legal Representative) for a period of 12 months after the effective date of the Optionee’s Special Retirement, or until the Expiration Date, whichever period is shorter.  If the Optionee shall die within such exercise period, then the Option shall be exercisable by the beneficiary or beneficiaries duly designated by the Optionee to the same extent the Option was exercisable by the Optionee on the date of the Optionee’s death, for a period ending on the later of (i) the last day of such exercise period and (ii) the 180 day anniversary of the Optionee’s death.  For purposes of this Award Agreement, “Special Retirement” shall mean an Optionee’s termination of employment or service with the Employers and Affiliates on or after the later of (i) the Optionee’s attainment of age 62 and (ii) the Optionee’s Early Retirement Date or Normal Retirement Date, as such terms are defined in the Telephone and Data Systems, Inc. Pension Plan.

(d)                                  Retirement .  If the Optionee’s employment by or service with the Employers and Affiliates terminates by reason of Retirement (as defined below), then the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee’s termination of employment or service and after such date may be exercised by the Optionee (or the Optionee’s Legal Representative) for a period of 90 days after the effective date of the Optionee’s Retirement, or until the Expiration Date, whichever period is shorter.  If the Optionee shall die within such exercise period, then the Option shall be exercisable

by the beneficiary or beneficiaries duly designated by the Optionee to the same extent the Option was exercisable by the Optionee on the date of the Optionee’s death, for a period ending on the 180 day anniversary of the Optionee’s death.  For purposes of this Award Agreement, “Retirement” shall mean an Optionee’s termination of employment or service with the Employers and Affiliates on or after the Optionee’s attainment of age 65 that does not satisfy the definition of “Special Retirement” set forth in Section 1.1(c).

(e)                                   Resignation with Prior Consent of the Board .  If the Optionee’s employment by or service with the Employers and Affiliates terminates by reason of the Optionee’s resignation of employment or service with the prior consent of the Board (as evidenced in the Company’s minute book), then the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee’s resignation and after such date may be exercised by the Optionee (or the Optionee’s Legal Representative) for a period of 90 days after the effective date of the Optionee’s resignation, or until the Expiration Date, whichever period is shorter.  If the Optionee shall die within such exercise period, then the Option shall be exercisable by the beneficiary or beneficiaries duly designated by the Optionee, to the same extent the Option was exercisable by the Optionee on the date of the Optionee’s death, for a period ending on the 180 day anniversary of the Optionee’s death.

(f)                                     Death .  If the Optionee’s employment by or service with the Employers and Affiliates terminates by reason of death, then the Option shall be exercisable only to the extent it is exercisable on the date of death and after such date may be exercised by the beneficiary or beneficiaries duly designated by the Optionee for a period ending on the 180 day anniversary of the Optionee’s death.

(g)                                  Other Termination of Employment or Service .  If the Optionee’s employment by or service with the Employers and Affiliates terminates for any reason other than Disability, Special Retirement, Retirement, resignation of employment or service with the prior consent of the Board (as evidenced in the Company’s minute book) or death, then the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee’s termination of employment or service and after such date may be exercised by the Optionee (or the Optionee’s Legal Representative) for a period of 30 days after the effective date of the Optionee’s termination of employment or service, or until the Expiration Date, whichever period is shorter.  If the Optionee shall die within such exercise period, then the Option shall be exercisable by the beneficiary or beneficiaries duly designated by the Optionee, to the same extent the Option was exercisable by the Optionee on the date of the Optionee’s death, for a period ending on the 180 day anniversary of the Optionee’s death.  Notwithstanding the first sentence of this subsection (g), if the Optionee ceases to be employed by or to perform services for the Employers and Affiliates on account of the Optionee’s negligence, willful misconduct, competition with an Employer or other Affiliate or misappropriation of confidential information of an Employer or other Affiliate, then the Option shall terminate on the date the Optionee’s employment or service terminates, unless such Option terminates earlier pursuant to Section 1.2.

(h)                                  Expiration of Option During Blackout Period .  If the Option shall expire under any of subsections (a) through (g) of this Section 1.1 during a period when the Optionee and family members or other persons living in the household of such persons are prohibited from trading in securities of the Company pursuant to the Telephone and Data Systems, Inc. Policy Regarding Insider Trading and Confidentiality (or any successor policy thereto) (a “Blackout Period”), the period during which the Option is exercisable shall be extended to the date that is 30 days after the date of the termination of the Blackout Period.

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(i)                                      Expiration of Option During Suspension Period .  If the Option shall expire under any of subsections (a) through (g) of this Section 1.1 during a period when the exercise of the Option would violate applicable securities laws (a “Suspension Period”), the period during which the Option is exercisable shall be extended to the date that is 30 days after the date of the termination of the Suspension Period.

1.2.                               Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information .  (a)  Notwithstanding any other provision herein, if the Optionee enters into competition with an Employer or other Affiliate or misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion, then (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefore, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement.  The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate.  The Optionee acknowledges and agrees that this Section 1.2(a) is therefore fair and reasonable, and not a penalty.

(b)                                  The Optionee may be released from the Optionee’s obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company.

(c)                                   The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and any Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus.  This right of setoff shall not be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy.  For purposes of Section 1.2(a), the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate.  The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or

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discloses the confidential information to anyone not authorized by an Employer or such Affiliate, as the case may be, to receive such information, (ii) upon termination of employment or service, makes any summaries of, takes any notes with respect to or memorizes or takes any confidential information or reproductions thereof from the facilities of an Employer or other Affiliate or (iii) upon termination of employment or service or upon the request of an Employer or other Affiliate, fails to return all confidential information then in the Optionee’s possession.  “Confidential information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business or financial information of an Employer or other Affiliate.

1.3.                               Method of Exercise .  The Option may be exercised by the holder of the Option (a) by giving notice to the Chief Financial Officer of the Company (or such other person as may be designated by him or her) at least seven (7) days prior to the exercise date specified in such notice (or in accordance with such shorter period of prior notice consented to by the Chief Financial Officer of the Company (or such other person as may be designated by him or her)), which notice shall specify the number of whole shares of Stock to be purchased and (b) by executing such documents and taking any other actions as the Company may reasonably request.  The holder of the Option may pay for the shares of Stock to be purchased (i) by authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the holder 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) by delivery to the Company of previously-owned whole shares of Stock (which the holder has held for at least six months prior to the delivery of such shares of Stock or which the holder purchased on the open market and for which the holder has good title, free and clear of all liens and encumbrances) 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 Option, as described in Section 2.4, 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 full purchase price therefore has been paid (or arrangement has been made for such payment to the Company’s satisfaction).

2.                                        Additional Terms and Conditions of Option

2.1.                               Option Subject to Acceptance of Award Agreement .  The Option shall become null and void unless the Optionee shall accept this Award Agreement by executing it in the space provided at the end hereof and returning it to the Company.

2.2.                               Transferability of Option .  The Option may not be transferred other than (i) pursuant to a beneficiary designation effective on the Optionee’s death or (ii) by gift to a Permitted Transferee.  During the Optionee’s or holder’s lifetime, the Option is exercisable only by the Optionee or holder (or the Optionee’s or holder’s Legal Representative) or a Permitted Transferee.  Except as permitted by the foregoing, the Option may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Option, the Option and all rights hereunder shall immediately become null and void.

By accepting the Option, the Optionee agrees that if all beneficiaries designated on a beneficiary designation form predecease the Optionee 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 Optionee’s death, or if the Optionee fails to designate a beneficiary on a beneficiary designation form, then the Optionee hereby designates the following persons in the order set forth herein as the Optionee’s beneficiary or beneficiaries:  (i) the Optionee’s spouse, if living, or if none, (ii) the Optionee’s then living descendants, per stirpes, or if none, (iii) the Optionee’s estate.

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2.3.                               Agreement by Holder .  As a condition precedent to the issuance or delivery of any shares of Stock upon any exercise of the Option, the holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Committee shall in its sole discretion deem necessary or advisable.

2.4.                               Tax Withholding .  As a condition precedent to the issuance or delivery of any shares of Stock upon the exercise of the Option, the holder shall pay to the Company in addition to the purchase price of the shares of Stock, such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to such exercise of the Option.  The holder may elect to satisfy his or her obligation to advance the Required Tax Payments by (i) authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the holder upon the exercise of the Option, the aggregate Fair Market Value of which shall be determined as of the date of exercise 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 date of exercise.  Shares of Stock to be withheld or delivered 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 of the shares of Stock 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 Required Tax Payments have been satisfied in full (or arrangement has been made for such payment to the Company’s satisfaction).

2.5.                               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 shares of Stock subject to the Option and the purchase price per share shall be appropriately and equitably adjusted by the Committee, such adjustment to be made without an increase in the aggregate purchase price.  Such adjustment shall be made in compliance with the requirements of Section 409A of the Code applicable to stock rights, including without limitation the requirements of Treasury Regulation §1.409A-1(b)(5)(v)(D), and shall be final, binding and conclusive.  If such adjustment would result in a fractional share being subject to the Option, the Company shall pay the holder of the Option, in connection with the first exercise of the Option in whole or in part occurring after such adjustment, an amount in cash determined by multiplying (i) the fraction of such share (rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on the exercise date over (B) the exercise price of such Option.

2.6.                               Change in Control .  (a)(1)  Notwithstanding any provision in the Plan or in this Award Agreement, in the event of a Change in Control, the Board may, but shall not be required to, make such adjustments to the Option as it deems appropriate, including, without limitation, (i) causing the Option to immediately become exercisable in full or (ii) electing that the Option be surrendered to the Company by the holder thereof, that the Option be immediately canceled by the Company and that the holder of the Option receive, within sixty (60) days following the occurrence of the Change in Control, a cash payment from the Company in an amount equal to the number of shares of Stock then subject to the Option, multiplied by the excess, if any, of the greater of (x) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (y) the Fair Market Value of a share of Stock on the date of the occurrence of the Change in Control, over the purchase price per share of Stock subject to the Option.

(2)                                   In the event of a Change in Control pursuant to Section (b)(3) or (4) below in connection with which the holders of Stock receive shares of common stock that are registered under

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Section 12 of the Exchange Act, the Board may, but shall not be required to, substitute for each share of Stock available under the Plan, whether or not then subject to an outstanding option, the number and class of shares into which each outstanding share of Stock shall be converted pursuant to such Change in Control.  In the event of any such substitution, the purchase price per share with respect to the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustment to be made without an increase in the aggregate purchase price.

(3)                                   Any adjustment or substitution pursuant to this Section 2.6(a) shall be undertaken by the Board in compliance with the requirements of Section 409A of the Code applicable to stock rights, including without limitation the requirements of Treasury Regulation §1.409A-1(b)(5)(v)(D).

(b)                                  For purposes of the Plan and this Award Agreement, “Change in Control” shall mean:

(1)                                   the acquisition by any Person, including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 25% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally on matters (without regard to the election of directors) (the “Outstanding Voting Securities”), excluding, however, the following:  (i) any acquisition directly from the Company or an Affiliate (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege, unless the security being so exercised, converted or exchanged was acquired directly from the Company or an Affiliate), (ii) any acquisition by the Company or an Affiliate, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 2.6(b), or (v) any acquisition by the following persons:  (A) LeRoy T. Carlson or his spouse, (B) any child of LeRoy T. Carlson or the spouse of any such child, (C) any grandchild of LeRoy T. Carlson, including any child adopted by any child of LeRoy T. Carlson, or the spouse of any such grandchild, (D) the estate of any of the persons described in clauses (A)-(C), (E) any trust or similar arrangement (including any acquisition on behalf of such trust or similar arrangement by the trustees or similar persons) provided that all of the current beneficiaries of such trust or similar arrangement are persons described in clauses (A)-(C) or their lineal descendants, or (F) the voting trust which expires on June 30, 2035, or any successor to such voting trust, including the trustees of such voting trust on behalf of such voting trust (all such persons, collectively, the “Exempted Persons”);

(2)                                   individuals who, as of February 22, 2005, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to February 22, 2005, and whose election or nomination for election by the Company’s stockholders was approved by the vote of at least a majority of the directors then comprising the Incumbent Board, shall be deemed a member of the Incumbent Board; and provided further , that any individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;

(3)                                   consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”), excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners of the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding securities of the corporation resulting from such Corporate Transaction (including, without

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limitation, a corporation which as a result of such transaction owns, either directly or indirectly, the Company or all or substantially all of the Company’s assets) which are entitled to vote generally on matters (without regard to the election of directors), in substantially the same proportions relative to each other as the shares of Outstanding Voting Securities are owned immediately prior to such Corporate Transaction, (ii) no Person (other than the following Persons:  (v)  the Company or an Affiliate, (w)  any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (x)  the corporation resulting from such Corporate Transaction, (y)  the Exempted Persons and (z)  any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 25% or more of the Outstanding Voting Securities) will beneficially own, directly or indirectly, 25% or more of the combined voting power of the outstanding securities of such corporation entitled to vote generally on matters (without regard to the election of directors) and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(4)                                   approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company.

2.7.                               Compliance with Applicable Law .  The Option is subject to the condition that if the listing, registration or qualification of the shares of Stock subject to the Option upon any securities exchange or under any law, the consent or approval of any governmental body or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares, such shares may not be delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company.  The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

2.8.                               Delivery of Certificates .  Upon the exercise of the Option, in whole or in part, the Company shall, subject to Section 2.4, deliver or cause to be delivered to the holder one or more certificates representing the number of shares of Stock purchased against full payment therefore.  The Company may require that certificates evidencing shares of Stock delivered pursuant to the Option bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.  The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 2.4.

2.9.                               Option Confers No Rights as a Stockholder .  The holder of the Option shall not be entitled to any privileges of ownership with respect to shares of Stock subject to the Option unless and until such shares are purchased and delivered upon an exercise of the Option and the holder becomes a stockholder of record with respect to such delivered shares.  The holder shall not be considered a stockholder of the Company with respect to any shares not so purchased and delivered.

2.10.                         Company to Reserve Shares .  The Company shall at all times prior to the expiration or termination of the Option reserve and keep available, either in its treasury or out of its authorized but unissued shares of Stock, the full number of shares subject to the Option from time to time.

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3.                                        Miscellaneous Provisions

3.1.                               Option Confers No Rights to Continued Employment or Service .  In no event shall the granting of the Option or the acceptance of this Award Agreement and the Option by the Optionee give or be deemed to give the Optionee any right to continued employment by or service with the Company or any of its subsidiaries or affiliates.

3.2.                               Decisions of Committee .  The Committee shall have the right to resolve all questions which may arise in connection with the Option or its exercise.  Any interpretation, determination or other action made or taken by the Committee regarding the Plan or this Award Agreement shall be final, binding and conclusive.

3.3.                               Award Agreement Subject to the Plan .  This Award Agreement is subject to the provisions of the Plan, as it may be amended from time to time, and shall be interpreted in accordance therewith.  The Optionee hereby acknowledges receipt of a copy of the Plan.

3.4.                               Successors .  This Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Optionee or transfer of such Option, acquire any rights hereunder.

3.5.                               Notices .  All notices, requests or other communications provided for in this Award Agreement shall be made in writing either (a) by actual delivery to the party entitled thereto, (b) by mailing in the United States mails to the last known address of the party entitled thereto, via certified or registered mail, postage prepaid and return receipt requested, (c) by electronic mail, utilizing notice of undelivered electronic mail features or (d) by telecopy with confirmation of receipt.  The notice, request or other communication shall be deemed to be received (a) in case of delivery, on the date of its actual receipt by the party entitled thereto, (b) in case of mailing by certified or registered mail, five days following the date of such mailing, (c) in case of electronic mail, on the date of mailing, but only if a notice of undelivered electronic mail is not received or (d) in case of telecopy, on the date of confirmation of receipt.

3.6.                               Governing Law .  The Option, this Award Agreement and all determinations made and actions taken pursuant thereto, to the extent otherwise not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without regard to principles of conflicts of laws.

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3.7.                               Counterparts .  This Award Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

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Exhibit 10.3

2005 LONG-TERM INCENTIVE PLAN

<<YEAR>> STOCK OPTION AWARD AGREEMENT

United States Cellular Corporation, a Delaware corporation (the “Company”), hereby grants to <<NAME>> (the “Optionee”), as of <<DATE>> (the “Option Date”), pursuant to the provisions of the United States Cellular Corporation 2005 Long-Term Incentive Plan, as amended (the “Plan”), a Non-Qualified Stock Option (the “Option”) to purchase from the Company <<# OF SHARES>> shares of Stock at the price of <<STRIKE PRICE>> per share upon and subject to the terms and conditions set forth below.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

1.                                        Time and Manner of Exercise of Option

1.1.                               Exercise of Option.  (a)  In general .  Except as otherwise provided in this Award Agreement, the Option shall become exercisable according to the following vesting schedule:

·                   1/3 of grant vests on <<FIRST ANNIVERSARY OF GRANT DATE>>

·                   1/3 of grant vests on <<SECOND ANNIVERSARY OF GRANT DATE>>

·                   Remaining 1/3 of grant vests on <<THIRD ANNIVERSARY OF GRANT DATE>>

Except as otherwise provided in this Award Agreement, in no event may the Option be exercised, in whole or in part, after <<TENTH ANNIVERSARY OF GRANT DATE>> (the “Expiration Date”).

(b)                                  Disability .  If the Optionee’s employment by or service with the Employers and Affiliates terminates by reason of Disability, then the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee’s termination of employment or service and after such date may be exercised by the Optionee (or the Optionee’s Legal Representative) for a period of 12 months after the effective date of the Optionee’s termination of employment or service, or until the Expiration Date, whichever period is shorter.  If the Optionee shall die within such exercise period, then the Option shall be exercisable by the beneficiary or beneficiaries duly designated by the Optionee to the same extent the Option was exercisable by the Optionee on the date of the Optionee’s death, for a period ending on the later of (i) the last day of such exercise period and (ii) the 180 day anniversary of the Optionee’s death.

(c)                                   Special Retirement .  If the Optionee’s employment by or service with the Employers and Affiliates terminates by reason of Special Retirement (as defined below), then the Option immediately shall become exercisable in full if (i) the Optionee has attained age 66 as of the effective date of the Optionee’s Special Retirement and (ii) the effective date of the Optionee’s Special Retirement occurs on or after January 1, <<CALENDAR YEAR COMMENCING AFTER OPTION DATE>> .  If the Optionee’s employment by or service with the Employers and Affiliates terminates by reason of Special Retirement and either (i) the Optionee has not attained age 66 as of the effective date of the Optionee’s Special Retirement or (ii) the effective date of the Optionee’s Special Retirement occurs before January 1, <<CALENDAR YEAR COMMENCING AFTER OPTION DATE>> , then the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee’s Special Retirement.  The Option, to the extent then exercisable, may be exercised by the Optionee (or the Optionee’s Legal Representative) for a period of 12 months after the effective date of the Optionee’s Special Retirement, or until the Expiration Date, whichever period is shorter.  If the Optionee shall die

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within such exercise period, then the Option shall be exercisable by the beneficiary or beneficiaries duly designated by the Optionee to the same extent the Option was exercisable by the Optionee on the date of the Optionee’s death, for a period ending on the later of (i) the last day of such exercise period and (ii) the 180 day anniversary of the Optionee’s death.  For purposes of this Award Agreement, “Special Retirement” shall mean an Optionee’s termination of employment or service with the Employers and Affiliates on or after the later of (i) the Optionee’s attainment of age 62 and (ii) the Optionee’s Early Retirement Date or Normal Retirement Date, as such terms are defined in the Telephone and Data Systems, Inc. Pension Plan.

(d)                                  Retirement .  If the Optionee’s employment by or service with the Employers and Affiliates terminates by reason of Retirement (as defined below), then the Option immediately shall become exercisable in full if (i) the Optionee has attained age 66 as of the effective date of the Optionee’s Retirement and (ii) the effective date of the Optionee’s Retirement occurs on or after January 1, <<CALENDAR YEAR COMMENCING AFTER OPTION DATE>> .  If the Optionee’s employment by or service with the Employers and Affiliates terminates by reason of Retirement and either (i) the Optionee has not attained age 66 as of the effective date of the Optionee’s Retirement or (ii) the effective date of the Optionee’s Retirement occurs before January 1, <<CALENDAR YEAR COMMENCING AFTER OPTION DATE>> , then the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee’s Retirement.  The Option, to the extent then exercisable, may be exercised by the Optionee (or the Optionee’s Legal Representative) for a period of 90 days after the effective date of the Optionee’s Retirement, or until the Expiration Date, whichever period is shorter.  If the Optionee shall die within such exercise period, then the Option shall be exercisable by the beneficiary or beneficiaries duly designated by the Optionee to the same extent the Option was exercisable by the Optionee on the date of the Optionee’s death, for a period ending on the 180 day anniversary of the Optionee’s death.  For purposes of this Award Agreement, “Retirement” shall mean an Optionee’s termination of employment or service with the Employers and Affiliates on or after the Optionee’s attainment of age 65 that does not satisfy the definition of “Special Retirement” set forth in Section 1.1(c).

(e)                                   Resignation with Prior Consent of the Board .  If the Optionee’s employment by or service with the Employers and Affiliates terminates by reason of the Optionee’s resignation of employment or service with the prior consent of the Board (as evidenced in the Company’s minute book), then the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee’s resignation and after such date may be exercised by the Optionee (or the Optionee’s Legal Representative) for a period of 90 days after the effective date of the Optionee’s resignation, or until the Expiration Date, whichever period is shorter.  If the Optionee shall die within such exercise period, then the Option shall be exercisable by the beneficiary or beneficiaries duly designated by the Optionee to the same extent the Option was exercisable by the Optionee on the date of the Optionee’s death, for a period ending on the 180 day anniversary of the Optionee’s death.

(f)                                     Death .  If the Optionee’s employment by or service with the Employers and Affiliates terminates by reason of death, then the Option shall be exercisable only to the extent it is exercisable on the date of death and after such date may be exercised by the beneficiary or beneficiaries duly designated by the Optionee for a period ending on the 180 day anniversary of the Optionee’s death.

(g)                                  Other Termination of Employment or Service .  If the Optionee’s employment by or service with the Employers and Affiliates terminates for any reason other than Disability, Special Retirement, Retirement, resignation of employment or service with the prior consent of the Board (as evidenced in the Company’s minute book) or death, then the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee’s termination of employment or service and after such

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date may be exercised by the Optionee (or the Optionee’s Legal Representative) for a period of 30 days after the effective date of the Optionee’s termination of employment or service, or until the Expiration Date, whichever period is shorter.  If the Optionee shall die within such exercise period, then the Option shall be exercisable by the beneficiary or beneficiaries duly designated by the Optionee to the same extent the Option was exercisable by the Optionee on the date of the Optionee’s death, for a period ending on the 180 day anniversary of the Optionee’s death.  Notwithstanding the first sentence of this subsection (g), if the Optionee ceases to be employed by or to perform services for the Employers and Affiliates on account of the Optionee’s negligence, willful misconduct, competition with an Employer or other Affiliate or misappropriation of confidential information of an Employer or other Affiliate, then the Option shall terminate on the date the Optionee’s employment or service terminates, unless such Option terminates earlier pursuant to Section 1.2.

(h)                                  Expiration of Option During Blackout Period .  If the Option shall expire under any of subsections (a) through (g) of this Section 1.1 during a period when the Optionee and family members or other persons living in the household of such persons are prohibited from trading in securities of the Company pursuant to the Telephone and Data Systems, Inc. Policy Regarding Insider Trading and Confidentiality (or any successor policy thereto) (a “Blackout Period”), the period during which the Option is exercisable shall be extended to the date that is 30 days after the date of the termination of the Blackout Period.

(i)                                      Expiration of Option During Suspension Period .  If the Option shall expire under any of subsections (a) through (g) of this Section 1.1 during a period when the exercise of the Option would violate applicable securities laws (a “Suspension Period”), the period during which the Option is exercisable shall be extended to the date that is 30 days after the date of the termination of the Suspension Period.

1.2.                               Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information .  (a)  Notwithstanding any other provision herein, if the Optionee enters into competition with an Employer or other Affiliate or misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion, then (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefore, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement.  The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate.  The Optionee acknowledges and agrees that this Section 1.2(a) is therefore fair and reasonable, and not a penalty.

(b)                                  The Optionee may be released from the Optionee’s obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company.

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(c)                                   The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and any Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus.  This right of setoff shall not be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy.  For purposes of Section 1.2(a), the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate.  The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or such Affiliate, as the case may be, to receive such information, (ii) upon termination of employment or service, makes any summaries of, takes any notes with respect to or memorizes or takes any confidential information or reproductions thereof from the facilities of an Employer or other Affiliate or (iii) upon termination of employment or service or upon the request of an Employer or other Affiliate, fails to return all confidential information then in the Optionee’s possession.  “Confidential information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business or financial information of an Employer or other Affiliate.

1.3.                               Method of Exercise .  The Option may be exercised by the holder of the Option (a) by giving notice to the Chief Financial Officer of the Company (or such other person as may be designated by him or her) at least seven (7) days prior to the exercise date specified in such notice (or in accordance with such shorter period of prior notice consented to by the Chief Financial Officer of the Company (or such other person as may be designated by him or her)), which notice shall specify the number of whole shares of Stock to be purchased and (b) by executing such documents and taking any other actions as the Company may reasonably request.  The holder of the Option may pay for the shares of Stock to be purchased (i) by authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the holder 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) by delivery to the Company of previously-owned whole shares of Stock (which the holder has held for at least six months prior to the delivery of such shares of Stock or which the holder purchased on the open market and for which the holder has good title, free and clear of all liens and encumbrances) 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 Option, as described in Section 2.4, 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 full purchase price therefore has been paid (or arrangement has been made for such payment to the Company’s satisfaction).

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2.                                        Additional Terms and Conditions of Option

2.1.                               Option Subject to Acceptance of Award Agreement .  The Option shall become null and void unless the Optionee shall accept this Award Agreement by executing it in the space provided at the end hereof and returning it to the Company.

2.2.                               Transferability of Option .  The Option may not be transferred other than (i) pursuant to a beneficiary designation effective on the Optionee’s death or (ii) by gift to a Permitted Transferee.  During the Optionee’s or holder’s lifetime, the Option is exercisable only by the Optionee or holder (or the Optionee’s or holder’s Legal Representative) or a Permitted Transferee.  Except as permitted by the foregoing, the Option may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Option, the Option and all rights hereunder shall immediately become null and void.

By accepting the Option, the Optionee agrees that if all beneficiaries designated on a beneficiary designation form predecease the Optionee 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 Optionee’s death, or if the Optionee fails to designate a beneficiary on a beneficiary designation form, then the Optionee hereby designates the following persons in the order set forth herein as the Optionee’s beneficiary or beneficiaries:  (i) the Optionee’s spouse, if living, or if none, (ii) the Optionee’s then living descendants, per stirpes, or if none, (iii) the Optionee’s estate.

2.3.                               Agreement by Holder .  As a condition precedent to the issuance or delivery of any shares of Stock upon any exercise of the Option, the holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Committee shall in its sole discretion deem necessary or advisable.

2.4.                               Tax Withholding .  As a condition precedent to the issuance or delivery of any shares of Stock upon the exercise of the Option, the holder shall pay to the Company in addition to the purchase price of the shares of Stock, such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to such exercise of the Option.  The holder may elect to satisfy his or her obligation to advance the Required Tax Payments by (i) authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the holder upon the exercise of the Option, the aggregate Fair Market Value of which shall be determined as of the date of exercise 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 date of exercise.  Shares of Stock to be withheld or delivered 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 of the shares of Stock shall be disregarded and the remaining amount due shall be paid in cash by the holder.  The Optionee agrees that if by the pay period that immediately follows the date that the Optionee exercises the Option, no cash payment attributable to any such fractional share shall have been received by the Company, then the Optionee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company or any Affiliate to the Optionee, including without limitation any amount payable to the Optionee as salary or wages.  The Optionee agrees that this authorization may be reauthorized via electronic means determined by the Company.  The Optionee may revoke this authorization by written

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notice to the Company prior to any such deduction.  No share of Stock shall be delivered until the Required Tax Payments have been satisfied in full (or arrangement has been made for such payment to the Company’s satisfaction).

2.5.                               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 shares of Stock subject to the Option and the purchase price per share shall be appropriately and equitably adjusted by the Committee, such adjustment to be made without an increase in the aggregate purchase price.  Such adjustment shall be made in compliance with the requirements of Section 409A of the Code applicable to stock rights, including without limitation the requirements of Treasury Regulation §1.409A-1(b)(5)(v)(D), and shall be final, binding and conclusive.  If such adjustment would result in a fractional share being subject to the Option, the Company shall pay the holder of the Option, in connection with the first exercise of the Option in whole or in part occurring after such adjustment, an amount in cash determined by multiplying (i) the fraction of such share (rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on the exercise date over (B) the exercise price of such Option.

2.6.                               Change in Control .  (a)(1)  Notwithstanding any provision in the Plan or in this Award Agreement, in the event of a Change in Control, the Board may, but shall not be required to, make such adjustments to the Option as it deems appropriate, including, without limitation, (i) causing the Option to immediately become exercisable in full or (ii) electing that the Option be surrendered to the Company by the holder thereof, that the Option be immediately canceled by the Company and that the holder of the Option receive, within sixty (60) days following the occurrence of the Change in Control, a cash payment from the Company in an amount equal to the number of shares of Stock then subject to the Option, multiplied by the excess, if any, of the greater of (x) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (y) the Fair Market Value of a share of Stock on the date of the occurrence of the Change in Control, over the purchase price per share of Stock subject to the Option.

(2)                             In the event of a Change in Control pursuant to Section (b)(3) or (4) below in connection with which the holders of Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, the Board may, but shall not be required to, substitute for each share of Stock available under the Plan, whether or not then subject to an outstanding option, the number and class of shares into which each outstanding share of Stock shall be converted pursuant to such Change in Control.  In the event of any such substitution, the purchase price per share with respect to the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustment to be made without an increase in the aggregate purchase price.

(3)                             Any adjustment or substitution pursuant to this Section 2.6(a) shall be undertaken by the Board in compliance with the requirements of Section 409A of the Code applicable to stock rights, including without limitation the requirements of Treasury Regulation §1.409A-1(b)(5)(v)(D).

(b)                                  For purposes of the Plan and this Award Agreement, “Change in Control” shall mean:

(1)                             the acquisition by any Person, including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 25% or more of the combined voting power of the then

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outstanding securities of the Company entitled to vote generally on matters (without regard to the election of directors) (the “Outstanding Voting Securities”), excluding, however, the following:  (i) any acquisition directly from the Company or an Affiliate (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege, unless the security being so exercised, converted or exchanged was acquired directly from the Company or an Affiliate), (ii) any acquisition by the Company or an Affiliate, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 2.6(b), or (v) any acquisition by the following persons:  (A) LeRoy T. Carlson or his spouse, (B) any child of LeRoy T. Carlson or the spouse of any such child, (C) any grandchild of LeRoy T. Carlson, including any child adopted by any child of LeRoy T. Carlson, or the spouse of any such grandchild, (D) the estate of any of the persons described in clauses (A)-(C), (E) any trust or similar arrangement (including any acquisition on behalf of such trust or similar arrangement by the trustees or similar persons) provided that all of the current beneficiaries of such trust or similar arrangement are persons described in clauses (A)-(C) or their lineal descendants, or (F) the voting trust which expires on June 30, 2035, or any successor to such voting trust, including the trustees of such voting trust on behalf of such voting trust (all such persons, collectively, the “Exempted Persons”);

(2)                             individuals who, as of February 22, 2005, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to February 22, 2005, and whose election or nomination for election by the Company’s stockholders was approved by the vote of at least a majority of the directors then comprising the Incumbent Board, shall be deemed a member of the Incumbent Board; and provided further , that any individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;

(3)                             consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”), excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners of the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding securities of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns, either directly or indirectly, the Company or all or substantially all of the Company’s assets) which are entitled to vote generally on matters (without regard to the election of directors), in substantially the same proportions relative to each other as the shares of Outstanding Voting Securities are owned immediately prior to such Corporate Transaction, (ii) no Person (other than the following Persons:  (v)  the Company or an Affiliate, (w)  any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (x)  the corporation resulting from such Corporate Transaction, (y)  the Exempted Persons and (z)  any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 25% or more of the Outstanding Voting Securities) will beneficially own, directly or indirectly, 25% or more of the combined voting power of the outstanding securities of such corporation entitled to vote generally on matters (without regard to the election of directors) and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

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(4)                             approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company.

2.7.                               Compliance with Applicable Law .  The Option is subject to the condition that if the listing, registration or qualification of the shares of Stock subject to the Option upon any securities exchange or under any law, the consent or approval of any governmental body or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares, such shares may not be delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company.  The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

2.8.                               Delivery of Certificates .  Upon the exercise of the Option, in whole or in part, the Company shall, subject to Section 2.4, deliver or cause to be delivered to the holder one or more certificates representing the number of shares of Stock purchased against full payment therefore.  The Company may require that certificates evidencing shares of Stock delivered pursuant to the Option bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.  The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 2.4.

2.9.                               Option Confers No Rights as a Stockholder .  The holder of the Option shall not be entitled to any privileges of ownership with respect to shares of Stock subject to the Option unless and until such shares are purchased and delivered upon an exercise of the Option and the holder becomes a stockholder of record with respect to such delivered shares.  The holder shall not be considered a stockholder of the Company with respect to any shares not so purchased and delivered.

2.10.                         Company to Reserve Shares .  The Company shall at all times prior to the expiration or termination of the Option reserve and keep available, either in its treasury or out of its authorized but unissued shares of Stock, the full number of shares subject to the Option from time to time.

3.                                        Miscellaneous Provisions

3.1.                               Option Confers No Rights to Continued Employment or Service .  In no event shall the granting of the Option or the acceptance of this Award Agreement and the Option by the Optionee give or be deemed to give the Optionee any right to continued employment by or service with the Company or any of its subsidiaries or affiliates.

3.2.                               Decisions of Committee .  The Committee shall have the right to resolve all questions which may arise in connection with the Option or its exercise.  Any interpretation, determination or other action made or taken by the Committee regarding the Plan or this Award Agreement shall be final, binding and conclusive.

3.3.                               Award Agreement Subject to the Plan .  This Award Agreement is subject to the provisions of the Plan, as it may be amended from time to time, and shall be interpreted in accordance therewith.  The Optionee hereby acknowledges receipt of a copy of the Plan.

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3.4.                               Successors .  This Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Optionee or transfer of such Option, acquire any rights hereunder.

3.5.                               Notices .  All notices, requests or other communications provided for in this Award Agreement shall be made in writing either (a) by actual delivery to the party entitled thereto, (b) by mailing in the United States mails to the last known address of the party entitled thereto, via certified or registered mail, postage prepaid and return receipt requested, (c) by electronic mail, utilizing notice of undelivered electronic mail features or (d) by telecopy with confirmation of receipt.  The notice, request or other communication shall be deemed to be received (a) in case of delivery, on the date of its actual receipt by the party entitled thereto, (b) in case of mailing by certified or registered mail, five days following the date of such mailing, (c) in case of electronic mail, on the date of mailing, but only if a notice of undelivered electronic mail is not received or (d) in case of telecopy, on the date of confirmation of receipt.

3.6.                               Governing Law .  The Option, this Award Agreement and all determinations made and actions taken pursuant thereto, to the extent otherwise not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without regard to principles of conflicts of laws.

3.7.                               Counterparts .  This Award Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

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Exhibit 10.4

2005 LONG-TERM INCENTIVE PLAN

<<YEAR>> RESTRICTED STOCK UNIT AWARD AGREEMENT

United States Cellular Corporation, a Delaware corporation (the “Company”), hereby grants to John E. Rooney (the “Employee”) as of << GRANT DATE >> (the “Grant Date”), pursuant to the provisions of the United States Cellular Corporation 2005 Long-Term Incentive Plan, as amended (the “Plan”), a Restricted Stock Unit Award (the “Award”) with respect to <<NUMBER>> shares of Stock, upon and subject to the restrictions, terms and conditions set forth below.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

1.               Award Subject to Acceptance of Award Agreement

The Award shall become null and void unless the Employee accepts this Award Agreement by executing it in the space provided at the end hereof and returning it to the Company.

2.               Restriction Period and Forfeiture

(a)  In General .  Except as otherwise provided in this Award Agreement, the restrictions on the Award shall terminate in their entirety on <<6 MONTH ANNIVERSARY OF GRANT DATE>> , provided that the Employee remains continuously employed by or of service to the Employers and Affiliates until such date.

(b)  Disability or Death .  If the Employee’s employment by or service to the Employers and Affiliates terminates prior to <<6 MONTH ANNIVERSARY OF GRANT DATE>> by reason of Disability or death, the restrictions on the Award shall terminate in their entirety upon such termination of employment or service.

(c)  Other Termination of Employment or Service .  If the Employee’s employment by or service to the Employers and Affiliates terminates prior to <<6 MONTH ANNIVERSARY OF GRANT DATE>> for any reason other than Disability or death, the Award shall be forfeited and shall be canceled by the Company.

(d)  Forfeiture of Award upon Competition or Misappropriation of Confidential Information .  Notwithstanding any other provision herein, if the Employee (i) enters into competition with an Employer or other Affiliate or (ii) misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion, then on the date of such competition or misappropriation the Award shall be forfeited and shall be canceled by the Company.  For purposes of the preceding sentence, the Employee shall be treated as entering into competition with an Employer or other Affiliate if the Employee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an

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Employer or other Affiliate.  The Employee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Employee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or such Affiliate, as the case may be, to receive such information, (ii) upon termination of employment or service, makes any summaries of, takes any notes with respect to or memorizes or takes any confidential information or reproductions thereof from the facilities of an Employer or other Affiliate or (iii) upon termination of employment or service or upon the request of an Employer or other Affiliate, fails to return all confidential information then in the Employee’s possession.  “Confidential information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business, or financial information of an Employer or other Affiliate.

Employee acknowledges and agrees that the Award, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate.  Employee acknowledges and agrees that this Section 2(d) is therefore fair and reasonable, and not a penalty.

3.               Change in Control

(a)           (1)  Notwithstanding any provision in the Plan or in this Award Agreement, in the event of a Change in Control, the Board may, but shall not be required to, make such adjustments to the Award as it deems appropriate, including, without limitation, (i) causing the restrictions on the Award to immediately terminate or (ii) electing that the Award be surrendered to the Company by the holder thereof, that the Award be immediately canceled by the Company and that the holder of the Award receive, within sixty (60) days following the occurrence of the Change in Control, a cash payment from the Company in an amount equal to the number of shares of Stock then subject to the Award, multiplied by the greater of (x) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (y) the Fair Market Value of a share of Stock on the date of the occurrence of the Change in Control.

(2)  In the event of a Change in Control pursuant to Section (b)(3) or (4) below in connection with which the holders of Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, the Board may, but shall not be required to, substitute for each share of Stock available under the Plan, whether or not then subject to an outstanding award, the number and class of shares into which each outstanding share of Stock shall be converted pursuant to such Change in Control.

(b)          For purposes of the Plan and this Award Agreement, a “Change in Control” shall mean:

(1)  the acquisition by any Person, including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 25% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally on matters (without regard to the election of directors) (the “Outstanding Voting Securities”), excluding, however, the following:  (i) any acquisition directly from the Company or an Affiliate (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege, unless the security being so exercised, converted or exchanged was acquired directly from the Company or an Affiliate), (ii) any acquisition by the Company or an Affiliate, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (iv) any acquisition by any corporation

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pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 3(b), or (v) any acquisition by the following persons:  (A) LeRoy T. Carlson or his spouse, (B) any child of LeRoy T. Carlson or the spouse of any such child, (C) any grandchild of LeRoy T. Carlson, including any child adopted by any child of LeRoy T. Carlson, or the spouse of any such grandchild, (D) the estate of any of the persons described in clauses (A)-(C), (E) any trust or similar arrangement (including any acquisition on behalf of such trust or similar arrangement by the trustees or similar persons) provided that all of the current beneficiaries of such trust or similar arrangement are persons described in clauses (A)-(C) or their lineal descendants, or (F) the voting trust which expires on June 30, 2035, or any successor to such voting trust, including the trustees of such voting trust on behalf of such voting trust (all such persons, collectively, the “Exempted Persons”);

(2)  individuals who, as of February 22, 2005, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to February 22, 2005, and whose election or nomination for election by the Company’s stockholders was approved by the vote of at least a majority of the directors then comprising the Incumbent Board, shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;

(3)  consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”), excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners of the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding securities of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns, either directly or indirectly, the Company or all or substantially all of the Company’s assets) which are entitled to vote generally on matters (without regard to the election of directors), in substantially the same proportions relative to each other as the shares of Outstanding Voting Securities are owned immediately prior to such Corporate Transaction, (ii) no Person (other than the following Persons:  (v) the Company or an Affiliate, (w) any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (x) the corporation resulting from such Corporate Transaction, (y) the Exempted Persons, and (z) any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 25% or more of the Outstanding Voting Securities) will beneficially own, directly or indirectly, 25% or more of the combined voting power of the outstanding securities of such corporation entitled to vote generally on matters (without regard to the election of directors) and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(4)  approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company.

4.               Additional Terms and Conditions of Award

4.1.  Transferability of Award .  Except pursuant to a beneficiary designation effective on the Employee’s death, the Award may not be sold, transferred, assigned, pledged, hypothecated,

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encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.

By accepting the Award, the Employee agrees that if all beneficiaries designated on a beneficiary designation form predecease the Employee 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 Employee’s death, or if the Employee fails to designate a beneficiary on a beneficiary designation form, then the Employee hereby designates the following persons in the order set forth herein as the Employee’s beneficiary or beneficiaries:  (i) the Employee’s spouse, if living, or if none, (ii) the Employee’s then living descendants, per stirpes, or if none, (iii) the Employee’s estate.

4.2.  Investment Representation .  The Employee hereby represents and covenants that (a) any shares of Stock acquired upon the lapse of restrictions with respect to the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities law; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation is true and correct as of the date of acquisition of any shares hereunder or is true and correct as of the date of sale of any such shares, as applicable.  As a  condition precedent to the issuance or delivery to the Employee of any shares subject to the Award, the Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Committee shall in its sole discretion deem necessary or advisable.

4.3.  Tax Withholding .  The Employee timely shall pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award.  The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by (a) authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the Employee pursuant to the Award, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award or (b) delivery to the Company of previously-owned whole shares of Stock, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award.  Shares of Stock to be withheld or delivered 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 pay the Required Tax Payments shall be disregarded and the remaining amount due shall be paid in cash by the Employee.

4.4.  Award Confers No Rights as a Stockholder .  The Employee shall not be entitled to any privileges of ownership with respect to the shares of Stock subject to the Award unless and until the restrictions on the Award lapse and the Employee becomes a stockholder of record with respect to such shares.

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4.5.  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 shares of Stock subject to the Award shall be appropriately and equitably adjusted by the Committee.  Such adjustment shall be final, binding and conclusive.  If such adjustment would result in a fractional share being subject to the Award, the Company shall pay the holder of the Award, on the date that the shares with respect to the Award are issued, an amount in cash determined by multiplying (i) the fraction of such share (rounded to the nearest hundredth) by (ii) the Fair Market Value of a share on the date that the restrictions on the Award terminate.

4.6.  Compliance with Applicable Law .  The Award is subject to the condition that if the listing, registration or qualification of the shares of Stock subject to the Award upon any securities exchange or under any law, the consent or approval of any governmental body or the taking of any other action is necessary or desirable as a condition of, or in connection with, the issuance or delivery of shares, such shares may not be issued or delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company.  The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

4.7.  Delivery of Certificates . Within sixty (60) days following the termination of the restrictions on the Award, the Company shall deliver or cause to be delivered to the Employee one or more certificates representing the number of shares of Stock subject to the Award.  The Company may require that the certificates evidencing shares of Stock delivered pursuant to the Award bear a legend indicating that the sale, transfer or other disposition thereof by the Employee is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.  The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 4.3.

4.8.  Award Confers No Rights to Continued Employment or Service .  In no event shall the granting of the Award or the acceptance of this Award Agreement and the Award by the Employee give or be deemed to give the Employee any right to continued employment by or service with the Company or any of its subsidiaries or affiliates.

4.9.  Decisions of Committee .  The Committee shall have the right to resolve all questions which may arise in connection with the Award.  Any interpretation, determination or other action made or taken by the Committee regarding the Plan or this Award Agreement shall be final, binding and conclusive.

4.10.  Company to Reserve Shares .  The Company shall at all times prior to the cancellation of the Award reserve and keep available, either in its treasury or out of its authorized but unissued shares of Stock, the full number of shares subject to the Award from time to time.

4.11.  Award Agreement Subject to the Plan .  This Award Agreement is subject to the provisions of the Plan, as it may be amended from time to time, and shall be interpreted in accordance therewith.  The Employee hereby acknowledges receipt of a copy of the Plan.

5.               Miscellaneous Provisions

5.1.  Successors .  This Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the

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Employee, acquire any rights hereunder.

5.2.  Notices .  All notices, requests or other communications provided for in this Award Agreement shall be made in writing either (a) by actual delivery to the party entitled thereto, (b) by mailing in the United States mails to the last known address of the party entitled thereto, via certified or registered mail, postage prepaid and return receipt requested, (c) by electronic mail, utilizing notice of undelivered electronic mail features or (d) by telecopy with confirmation of receipt.  The notice, request or other communication shall be deemed to be received (a) in case of delivery, on the date of its actual receipt by the party entitled thereto, (b) in case of mailing by certified or registered mail, five days following the date of such mailing, (c) in case of electronic mail, on the date of mailing but only if a notice of undelivered electronic mail is not received or (d) in case of telecopy, on the date of confirmation of receipt.

5.3.  Governing Law .  The Award, this Award Agreement and all determinations made and actions taken pursuant thereto, to the extent otherwise not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without regard to principles of conflicts of laws.

5.4  Counterparts .  This Award Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

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Exhibit 10.5

2005 LONG-TERM INCENTIVE PLAN

<<YEAR>> RESTRICTED STOCK UNIT AWARD AGREEMENT

United States Cellular Corporation, a Delaware corporation (the “Company”), hereby grants to <<NAME>> (the “Employee”) as of <<DATE>> (the “Grant Date”), pursuant to the provisions of the United States Cellular Corporation 2005 Long-Term Incentive Plan, as amended (the “Plan”), a Restricted Stock Unit Award (the “Award”) with respect to <<NUMBER>> shares of Stock, upon and subject to the restrictions, terms and conditions set forth below.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

1.      Award Subject to Acceptance of Award Agreement

The Award shall become null and void unless the Employee accepts this Award Agreement by executing it in the space provided at the end hereof and returning it to the Company.

2.      Restriction Period and Forfeiture

(a)  In General .  Except as otherwise provided in this Award Agreement, the Award shall become nonforfeitable and the Restriction Period with respect to the Award shall terminate on the third annual anniversary of the Grant Date (the “Three-Year Anniversary Date”), provided that the Employee remains continuously employed by or of service to the Employers and Affiliates until the Three-Year Anniversary Date.  Within sixty (60) days following the Three-Year Anniversary Date, the Company shall issue to the Employee in a single payment the shares of Stock subject to the Award on the Three-Year Anniversary Date.

(b)  Death .  If the Employee has a Separation from Service prior to the Three-Year Anniversary Date by reason of death, then on the date of the Employee’s death the Award shall become nonforfeitable and the Restriction Period with respect to the Award shall terminate.  Within sixty (60) days following the date of the Employee’s death, the Company shall issue to the Employee’s designated beneficiary in a single payment the shares of Stock subject to the Award.

(c)  Disability .  If the Employee has a Separation from Service prior to the Three-Year Anniversary Date by reason of Disability, then on the date of the Employee’s Separation from Service the Award shall become nonforfeitable and the Restriction Period with respect to the Award shall terminate.  The Company shall issue the shares of Stock subject to the Award in a single payment within sixty (60) days following the date of the Employee’s Separation from Service; provided , however , that if the Employee is a Specified Employee as of the date of his or her Separation from Service, then such payment shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee’s Separation from Service occurs (or, if earlier, the calendar month following the calendar month of the Employee’s death).

(d)  Retirement at or after Attainment of Age 66 .  If the Employee has a Separation from Service on or after January 1, <<CALENDAR YEAR COMMENCING AFTER GRANT DATE>> but prior to the Three-Year Anniversary Date by reason of retirement at or after attainment of age 66, then on the date of the Employee’s Separation from Service the Award shall become nonforfeitable and the Restriction Period with respect to the Award shall terminate.  The Company shall issue the shares of Stock subject to the Award in a single payment within sixty (60) days following the date of the Employee’s Separation from Service; provided , however , that if the Employee is a Specified Employee as of the

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date of his or her Separation from Service, then such payment shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee’s Separation from Service occurs (or, if earlier, the calendar month following the calendar month of the Employee’s death).  If the Employee has a Separation from Service prior to January 1, <<CALENDAR YEAR COMMENCING AFTER GRANT DATE>> by reason of retirement at or after attainment of age 66, then on the date of the Employee’s Separation from Service the Award shall be forfeited and shall be canceled by the Company.

(e)  Other Separation from Service .  If the Employee has a Separation from Service prior to the Three-Year Anniversary Date for any reason other than death, Disability or retirement at or after attainment of age 66 (including if the Employee has a Separation from Service prior to the Three-Year Anniversary Date by reason of the Employee’s negligence or willful misconduct, as determined by the Company in its sole discretion, irrespective of whether such separation occurs on or after the Employee attains age 66), then on the date of the Employee’s Separation from Service the Award shall be forfeited and shall be canceled by the Company.

(f)  Forfeiture of Award upon Competition or Misappropriation of Confidential Information .  Notwithstanding any other provision herein, if the Employee (i) enters into competition with an Employer or other Affiliate or (ii) misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion, then on the date of such competition or misappropriation the Award shall be forfeited and shall be canceled by the Company.  For purposes of the preceding sentence, the Employee shall be treated as entering into competition with an Employer or other Affiliate if the Employee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate.  The Employee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Employee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or such Affiliate, as the case may be, to receive such information, (ii) upon termination of employment or service, makes any summaries of, takes any notes with respect to or memorizes or takes any confidential information or reproductions thereof from the facilities of an Employer or other Affiliate or (iii) upon termination of employment or service or upon the request of an Employer or other Affiliate, fails to return all confidential information then in the Employee’s possession.  “Confidential information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business, or financial information of an Employer or other Affiliate.

Employee acknowledges and agrees that the Award, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate.  Employee acknowledges and agrees that this Section 2(f) is therefore fair and reasonable, and not a penalty.

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3.      Change in Control

(a)    (1)  Notwithstanding any provision in the Plan or in this Award Agreement, in the event of a Change in Control, the Board may, but shall not be required to, make such adjustments to the Award as it deems appropriate, including, without limitation, (i) causing the Award immediately to become nonforfeitable; (ii) to the extent permitted by section 409A of the Code, causing the Restriction Period with respect to the Award to immediately terminate and payment of the Award to occur within sixty (60) days following the occurrence of the Change in Control (the “Change in Control Payment Period”) or (iii) to the extent permitted under section 409A of the Code, electing that the Award be surrendered to the Company by the holder thereof, that the Award be immediately canceled by the Company and that the holder of the Award receive, within the Change in Control Payment Period, a cash payment from the Company in an amount equal to the number of shares of Stock then subject to the Award, multiplied by the greater of (x) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (y) the Fair Market Value of a share of Stock on the date of the occurrence of the Change in Control.

(2)  In the event of a Change in Control pursuant to Section (b)(3) or (4) below in connection with which the holders of Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, the Board may, but shall not be required to, substitute for each share of Stock available under the Plan, whether or not then subject to an outstanding award, the number and class of shares into which each outstanding share of Stock shall be converted pursuant to such Change in Control.

(3)  Any adjustment or substitution pursuant to this Section 3(a) shall be made by the Board in compliance with the requirements of section 409A of the Code (to the extent applicable thereto).

(b)    For purposes of the Plan and this Award Agreement, a “Change in Control” shall mean:

(1)  the acquisition by any Person, including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 25% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally on matters (without regard to the election of directors) (the “Outstanding Voting Securities”), excluding, however, the following:  (i) any acquisition directly from the Company or an Affiliate (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege, unless the security being so exercised, converted or exchanged was acquired directly from the Company or an Affiliate), (ii) any acquisition by the Company or an Affiliate, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 3(b), or (v) any acquisition by the following persons:  (A) LeRoy T. Carlson or his spouse, (B) any child of LeRoy T. Carlson or the spouse of any such child, (C) any grandchild of LeRoy T. Carlson, including any child adopted by any child of LeRoy T. Carlson, or the spouse of any such grandchild, (D) the estate of any of the persons described in clauses (A)-(C), (E) any trust or similar arrangement (including any acquisition on behalf of such trust or similar arrangement by the trustees or similar persons) provided that all of the current beneficiaries of such trust or similar arrangement are persons described in clauses (A)-(C) or their lineal descendants, or (F) the voting trust which expires on June 30, 2035, or any successor to such voting trust, including the trustees of such voting trust on behalf of such voting trust (all such persons, collectively, the “Exempted Persons”);

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(2)  individuals who, as of February 22, 2005, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to February 22, 2005, and whose election or nomination for election by the Company’s stockholders was approved by the vote of at least a majority of the directors then comprising the Incumbent Board, shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;

(3)  consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”), excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners of the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding securities of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns, either directly or indirectly, the Company or all or substantially all of the Company’s assets) which are entitled to vote generally on matters (without regard to the election of directors), in substantially the same proportions relative to each other as the shares of Outstanding Voting Securities are owned immediately prior to such Corporate Transaction, (ii) no Person (other than the following Persons:  (v) the Company or an Affiliate, (w) any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (x) the corporation resulting from such Corporate Transaction, (y) the Exempted Persons, and (z) any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 25% or more of the Outstanding Voting Securities) will beneficially own, directly or indirectly, 25% or more of the combined voting power of the outstanding securities of such corporation entitled to vote generally on matters (without regard to the election of directors) and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(4)  approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company.

4.      Additional Terms and Conditions of Award

4.1.  Transferability of Award .  Except pursuant to a beneficiary designation effective on the Employee’s death, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.

By accepting the Award, the Employee agrees that if all beneficiaries designated on a beneficiary designation form predecease the Employee 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 Employee’s death, or if the Employee fails to designate a

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beneficiary on a beneficiary designation form, then the Employee hereby designates the following persons in the order set forth herein as the Employee’s beneficiary or beneficiaries:  (i) the Employee’s spouse, if living, or if none, (ii) the Employee’s then living descendants, per stirpes, or if none, (iii) the Employee’s estate.

4.2.  Investment Representation .  The Employee hereby represents and covenants that (a) any shares of Stock acquired upon the lapse of restrictions with respect to the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities law; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation is true and correct as of the date of acquisition of any shares hereunder or is true and correct as of the date of sale of any such shares, as applicable.  As a condition precedent to the issuance or delivery to the Employee of any shares subject to the Award, the Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Committee shall in its sole discretion deem necessary or advisable.

4.3.  Tax Withholding .  The Employee timely shall pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award.  The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by (a) authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the Employee pursuant to the Award, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award or (b) delivery to the Company of previously-owned whole shares of Stock, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award.  Shares of Stock to be withheld or delivered 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 pay the Required Tax Payments shall be disregarded and the remaining amount due shall be paid in cash by the Employee.  The Employee agrees that if by the pay period that immediately follows the date that the Restriction Period with respect to the Award terminates, no cash payment attributable to any such fractional share shall have been received by the Company, then the Employee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company or any Affiliate to the Employee, including without limitation any amount payable to the Employee as salary or wages.  The Employee agrees that this authorization may be reauthorized via electronic means determined by the Company.  The Employee may revoke this authorization by written notice to the Company prior to any such deduction.

4.4.  Award Confers No Rights as a Stockholder .  The Employee shall not be entitled to any privileges of ownership with respect to the shares of Stock subject to the Award unless and until the restrictions on the Award lapse and the Employee becomes a stockholder of record with respect to such shares.

4.5.  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 shares of

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Stock subject to the Award shall be appropriately and equitably adjusted by the Committee.  Such adjustment shall be final, binding and conclusive.  If such adjustment would result in a fractional share being subject to the Award, the Company shall pay the holder of the Award, on the date that the shares with respect to the Award are issued, an amount in cash determined by multiplying (i) the fraction of such share (rounded to the nearest hundredth) by (ii) the Fair Market Value of a share on the date that the Restriction Period with respect to the Award terminates.

4.6.  Compliance with Applicable Law .  The Award is subject to the condition that if the listing, registration or qualification of the shares of Stock subject to the Award upon any securities exchange or under any law, the consent or approval of any governmental body or the taking of any other action is necessary or desirable as a condition of, or in connection with, the issuance or delivery of shares, such shares may not be issued or delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company.  The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

4.7.  Delivery of Certificates .  On the date of payment of the Award, the Company shall deliver or cause to be delivered to the Employee one or more certificates representing the number of shares of Stock subject to the Award.  The Company may require that the certificates evidencing shares of Stock delivered pursuant to the Award bear a legend indicating that the sale, transfer or other disposition thereof by the Employee is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.  The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Sections 4.3 and 5.4.

4.8.  Award Confers No Rights to Continued Employment or Service .  In no event shall the granting of the Award or the acceptance of this Award Agreement and the Award by the Employee give or be deemed to give the Employee any right to continued employment by or service with the Company or any of its subsidiaries or affiliates.

4.9.  Decisions of Committee .  The Committee shall have the right to resolve all questions which may arise in connection with the Award.  Any interpretation, determination or other action made or taken by the Committee regarding the Plan or this Award Agreement shall be final, binding and conclusive.

4.10.  Company to Reserve Shares .  The Company shall at all times prior to the cancellation of the Award reserve and keep available, either in its treasury or out of its authorized but unissued shares of Stock, the full number of shares subject to the Award from time to time.

4.11.  Award Agreement Subject to the Plan .  This Award Agreement is subject to the provisions of the Plan, as it may be amended from time to time, and shall be interpreted in accordance therewith.  The Employee hereby acknowledges receipt of a copy of the Plan.

5.      Miscellaneous Provisions

5.1.  Successors .  This Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Employee, acquire any rights hereunder.

5.2.  Notices .  All notices, requests or other communications provided for in this Award Agreement shall be made in writing either (a) by actual delivery to the party entitled thereto, (b) by mailing in the

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United States mails to the last known address of the party entitled thereto, via certified or registered mail, postage prepaid and return receipt requested, (c) by electronic mail, utilizing notice of undelivered electronic mail features or (d) by telecopy with confirmation of receipt.  The notice, request or other communication shall be deemed to be received (a) in case of delivery, on the date of its actual receipt by the party entitled thereto, (b) in case of mailing by certified or registered mail, five days following the date of such mailing, (c) in case of electronic mail, on the date of mailing but only if a notice of undelivered electronic mail is not received or (d) in case of telecopy, on the date of confirmation of receipt.

5.3.  Governing Law .  The Award, this Award Agreement and all determinations made and actions taken pursuant thereto, to the extent otherwise not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without regard to principles of conflicts of laws.

5.4  Compliance with Section 409A of the Code .  It is intended that this Award Agreement and the Plan comply with the provisions of section 409A of the Code (to the extent applicable thereto).  This Award Agreement and the Plan shall be administered and interpreted in a manner consistent with this intent.  In the event that this Award Agreement or the Plan does not comply with section 409A of the Code, the Company shall have the authority to amend the terms of this Award Agreement or the Plan (which amendment may be retroactive to the extent permitted by section 409A of the Code and may be made by the Company without the consent of the Employee) to avoid excise taxes and other penalties under section 409A of the Code, to the extent possible.  Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with this Award Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee under section 409A of the Code in connection with this Award Agreement.

5.5    Counterparts .  This Award Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

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Exhibit 10.6

FIRST AMENDMENT

TO THE

UNITED STATES CELLULAR CORPORATION

EXECUTIVE DEFERRED COMPENSATION INTEREST ACCOUNT PLAN

WHEREAS, United States Cellular Corporation (the “Corporation”) has adopted and maintains the United States Cellular Corporation Executive Deferred Compensation Interest Account Plan (Amended and Restated Effective January 1, 2008) (the “Plan”) for the benefit of its officers and directors;

WHEREAS, pursuant to Section 8.1 of the Plan, the Senior Vice President of Human Resources of the Corporation (the “SVP—HR”) may amend the Plan at any time and for any reason; and

WHEREAS, the SVP—HR desires to amend the Plan in certain respects.

NOW, THEREFORE, BE IT RESOLVED, that effective as of January 1, 2009, the Plan hereby is amended as follows:

1.         Section 1.3 hereby is amended in its entirety to read as follows:

Section 1.3.      Effective Date .  This amended and restated Plan is effective January 1, 2008 and shall govern all deferrals of compensation under the Plan, including compensation deferred under the Plan (whether pursuant to this plan document or an Executive Deferred Compensation Agreement—Interest Account) prior to the effective date hereof.

2.         The definition of “Key Employee” set forth in Article 2 hereby is deleted.

3.         The definition of “Plan Administrator” set forth in Article 2 hereby is amended in its entirety to read as follows:

“ Plan Administrator ” means the Senior Director of Compensation of the Company.  References herein to the Plan Administrator also shall include (i) the SVP—HR, to the extent that the SVP—HR is undertaking administrative responsibilities expressly assigned to the SVP—HR pursuant to Article 6 and (ii) any person or committee to whom the Plan Administrator has delegated any of his or her responsibilities hereunder to the extent of the delegation.

4.         Article 2 hereby is amended to add thereto the following new definition of “Specified Employee”:

“ Specified Employee ” shall have the meaning set forth in the Section 409A Specified Employee Policy of Telephone and Data Systems, Inc. and its Affiliates,” which policy hereby is incorporated herein.

5.         Sections 3.3(b), 5.1, 5.2 and 5.5(a) hereby are amended to replace the term “Key Employee” each time it appears therein with the term “Specified Employee”, and Section 3.3(b) hereby is amended to replace the term “Key Employees” set forth therein with the term “Specified Employees”.

6.         Section 3.3(c) hereby is amended in its entirety to read as follows:

(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 his or her Deferred Compensation Account, subject to rules and procedures established by the Plan Administrator and all requirements of section 409A of the Code and guidance provided thereunder.

7.         The last sentence of Section 4.1 hereby is amended to replace the phrase “last day of the calendar month during” set forth therein with the phrase “pay date on”.

8.         Section 4.2 hereby is amended in its entirety to read as follows:

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), interest shall be credited to the balance of the Participant’s Deferred Compensation Account; provided , however , that for this purpose the balance of the Participant’s Deferred Compensation Account shall not include any Deferred Compensation credited to such account during the calendar month then ending.  Such interest shall be compounded monthly and computed at a rate equal to one-twelfth (1/12) of the sum of (i) the average 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.

9.         The penultimate sentence of Section 5.5(a) hereby is amended to replace the phrase “at the time determined by the Company within sixty (60) days after the Plan Administrator’s approval of such request” with the phrase “as soon as practicable following such approval, but in no event later than sixty (60) days after the occurrence of the Unforeseeable Emergency”.

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10.       Section 6.3 hereby is renumbered as Section 6.4 and Article 6 hereby is amended to add thereto the following new Section 6.3:

Section 6.3.      Statute of Limitations for Actions under the Plan .  Except for actions to which any statute of limitations prescribed by ERISA applies, (a) no legal or equitable action relating to a claim for benefits under section 502 of ERISA with respect to the Plan may be commenced later than one (1) year after the claimant receives a final decision from the SVP—HR in response to the claimant’s request for review of an adverse benefit determination (or, if later, one (1) year after the effective date of this provision, which is January 1, 2009) and (b) no other legal or equitable action involving the Plan may be commenced later than two (2) years after the date the person bringing the action knew, or had reason to know, of the circumstances giving rise to the action (or, if later, two (2) years after the effective date of this provision, which is January 1, 2009).  This provision shall not bar the Plan or the Plan Administrator from recovering, in accordance with section 409A of the Code or other applicable law, overpayments of benefits or other amounts incorrectly paid to any person under the Plan at any time or bringing any legal or equitable action against any party.

IN WITNESS WHEREOF, the undersigned has executed this First Amendment as of this                        day of December, 2008.

SIGNATURE PAGE TO
FIRST AMENDMENT TO THE
UNITED STATES CELLULAR CORPORATION
EXECUTIVE DEFERRED COMPENSATION INTEREST ACCOUNT PLAN

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Exhibit 10.7

EXECUTIVE DEFERRED COMPENSATION AGREEMENT

PHANTOM STOCK ACCOUNT—2009 BONUS YEAR

THIS AGREEMENT , entered into this                day of December, 2008, 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 2009 (the “Bonus Year”) until separation from service, permanent disability, death, a specified date in 2013 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 that the bonus is to be paid, the Executive receives a withdrawal due to the Executive’s unforeseeable emergency (as defined in paragraph 3(f)) 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 also shall 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 does not exceed 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 exceeds 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, 2009, provided that the Executive is an employee of the Company or an affiliate thereof on such date and the related amount credited to the Deferred Compensation Account pursuant to paragraph 1(a) has not been withdrawn or distributed before such date.  Any Company Match amount (as adjusted for deemed investment returns) that is not vested as of the date that the related bonus amount credited to the Deferred Compensation Account is withdrawn or distributed shall be forfeited as of the date of such withdrawal or distribution.  Notwithstanding the foregoing, the Company Match amount (as adjusted for deemed investment returns), to the extent not forfeited previously, shall become 100% vested upon (i) the Executive’s separation from service by reason 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 (or any successor thereto) (the “LTIP”).  “Retirement” shall mean the Executive’s separation from service on or after 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 twelve (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 twelve (12) months, of income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Executive’s employer.

(c)                                   Competition or Misappropriation of Confidential Information or Separation due to Negligence or Willful Misconduct.   Notwithstanding the provisions of paragraph 2(b), if the Executive enters into competition with, or misappropriates confidential information of, the Company or any affiliate thereof, or if the Executive separates from service on account of the Executive’s negligence or willful misconduct, in each case as determined by the Company in its sole discretion, then the Company Match amount credited to the

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Executive’s Deferred Compensation Account pursuant to paragraph 1(b) (as adjusted for deemed investment returns) immediately shall be forfeited, irrespective of whether such amount otherwise was considered vested.

For this purpose, the Executive shall be treated as entering into competition with the Company or any affiliate thereof if the Executive (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of the Company or any affiliate or any prospective customer which has been contacted or solicited by or on behalf of the Company or any affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of the Company or an affiliate; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless products or services in any geographic territory in which the Company or an affiliate offers such products or services or has plans to do so within the next twelve (12) months or (iii) otherwise competes with the Company or an affiliate in any manner or otherwise engages in the business of the Company or an affiliate.  The Executive shall be treated as misappropriating confidential information of the Company or an affiliate thereof if the Executive (i) uses confidential information (as defined below) for the benefit of anyone other than the Company or an affiliate or discloses the confidential information to anyone not authorized by the Company or an affiliate to receive such information, (ii) upon termination of employment or service, makes any summaries of, takes any notes with respect to or memorizes or takes any confidential information or reproductions thereof from the facilities of the Company or an affiliate or (iii) upon termination of employment or service or upon the request of the Company or an affiliate, fails to return all confidential information then in the Executive’s possession.  “Confidential information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business or financial information of the Company or an affiliate thereof.

3.             Payment of Deferred Compensation.

(a)                                   Medium of Payment.   All payments of deferred compensation hereunder shall 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 “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 2013 or later (choose one option).  This determination must be made at the time of execution of this Agreement, will apply to the entire Distributable Balance and, subject to paragraph 3(g), is irrevocable.

If the Executive fails to make a valid election regarding the date on which his or her Distributable Balance becomes payable, the Executive shall be deemed to have elected

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payment upon his or her separation from service.

Payment shall be made at the time determined by the Company within sixty (60) days following the occurrence of the separation from service or specified date, as elected by the Executive.

Notwithstanding the foregoing or any other provision within this Agreement, if the Executive is a specified employee (as determined under the Section 409A Specified Employee Policy of Telephone and Data Systems, Inc. and its Affiliates) 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 (6) 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).  Any payment delayed pursuant to the immediately preceding sentence shall be paid in a lump sum during the seventh calendar month following the calendar month during which the Executive separates from service.

(c)                                   Form of Payment.   The Executive’s Distributable Balance shall be paid in the form of a lump sum.

(d)                                  Distribution Upon Permanent Disability.   If the Executive becomes permanently disabled prior to the payment of his or her Distributable Balance, the Executive’s Distributable Balance immediately shall become payable in full to the Executive (irrespective of the payment date elected by the Executive in paragraph 3(b)).  Payment shall be made at the time determined by the Company within sixty (60) days following the occurrence of the Executive’s permanent disability.  If the Executive is a specified employee who incurs a permanent disability after he or she has separated from service, payment of the Distributable Balance shall be subject to any delay required by paragraph 3(b).

(e)                                   Distribution at Death.   If the Executive dies prior to the payment of his or her Distributable Balance, the Executive’s Distributable Balance immediately shall become payable in full to the Executive’s Designated Beneficiary (as determined under paragraph 4) (irrespective of the payment date elected by the Executive in paragraph 3(b)).  Payment shall be made at the time determined by the Company within sixty (60) days following the Executive’s death.

(f)                                     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 a portion of his or her Distributable Balance, the Stock Option Compensation Committee of the Company (the “Committee”) may 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

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reasonably necessary to satisfy such unforeseeable emergency plus amounts necessary to pay taxes and 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 other nonqualified deferred compensation plan maintained by the Company or its affiliates.  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 the Executive’s spouse, Designated Beneficiary or dependent.

In the event that the Committee approves a withdrawal due to an unforeseeable emergency, such payment shall be made to the Executive in a lump sum as soon as practicable following such approval, but in no event later than sixty (60) days after the occurrence of the unforeseeable emergency.  If the Executive is a specified employee and has separated from service, the Executive’s request for an unforeseeable emergency withdrawal shall be subject to any payment delay required by paragraph 3(b).

(g)                                  Subsequent Election.   The Executive may make an election, after the date of this Agreement, to delay the payment date of his or her Distributable Balance, provided that (i) such election shall not be effective until twelve (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 (5) years from the date such payment otherwise would have been made; and (iii) such election cannot be made less than twelve (12) months prior to the date of the scheduled payment.  A subsequent election pursuant to this paragraph 3(g) 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 or 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 or her lifetime a new Beneficiary Designation Form.  If the Executive is married and names someone other than his or 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 beneficiary or beneficiaries:

i)              Executive’s spouse, if living; otherwise

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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 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 the 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 the Executive’s Distributable Balance shall be forfeited.  For this purpose, the “Latest Payment Date” shall be the latest date on which the Executive’s Distributable Balance 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 payment 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.

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(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 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 the regulations promulgated thereunder 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.  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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