Exhibit
10.1





UNITED STATES
CELLULAR CORPORATION

2007 EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN

Effective January 1, 2007


I.                                        PURPOSE


·                  To provide incentive for the officers of U.S.
Cellular (USCC) to extend their best efforts towards achieving superior results
in relation to key business measures;


·                  To reward USCC’s executive officers in
relation to their success in meeting and exceeding the performance targets; and


·                  To
help USCC attract and retain talented leaders in positions of critical
importance to the success of the company.


II.                                    ELIGIBLE
PARTICIPANTS AND TARGETS


Executive Vice Presidents and Senior Vice
President.  Each participant’s target
incentive is expressed as a percentage of his/her base salary.


III.                                BONUS
POOL


The officer bonus plans of USCC are discretionary in
nature, and are based in part, on company performance, individual performance,
and individual bonus targets, which contribute to the formation and size of an
aggregate bonus pool for all USCC officers.


This officer bonus pool is determined by
taking each officers target annual bonus payout (calculated as a
percentage of the officers base salary) multiplied by the company /
regional performance percentage attainment number achieved under the
applicable officers bonus plan.  The President and CEO will consider the
performance factors (See Performance Measures
in Section IV below) and any other information he deems relevant in
determining the amount available under the bonus pool.  This pool
is not earned, nor are payouts vested until the bonus payout date.  (See Attachment I — Administrative Guidelines)


The President and CEO determines the actual payout
that each officer will receive and is not bound to adhere to any guideline. 
However, the sum of all participants’ actual
awards cannot deviate from the officer bonus pool by + /-18% for 2007.  
The Chairman must approve all officer bonuses prior to payout.


IV.                               PERFORMANCE
MEASURES


The following performance measures, using weights and
definitions as approved by the Chairman, will be considered in evaluating the
achievements of the officer team for the purposes of this plan.  These components were selected as the best
measures of USCC’s growth and success, and are consistent with those used for
other levels of USCC management.  Payouts
based on each of these measures will be evaluated using the 2007 Officer Annual
Incentive Plan Matrices and the relative weighting of each measure that are
approved by the Chairman.




	
  Performance Measures

  
	
  Growth
  Factors

  
	
   

  	
  *

  	
  Customer Addition
  Equivalents

  
	
   

  	
  *

  	
  Customer
  Defections

  
	
   

  	
  *

  	
  Consolidated
  Revenue

  
	
  Profit
  Factors

  
	
   

  	
  *

  	
  Improvement on
  Return on Capital

  
	
   

  	
  *

  	
  Consolidated
  Cash Flow

  






 



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V.                                   MISCELLANEOUS
PROVISIONS


Management reserves the right to amend or discontinue
the Plan at any time, with or without notice.


There are no oral agreements or understandings between
USCC and the participants affecting or relating to this plan not referenced
herein.  If the participant fails to
adhere to the ethical and legal standards as referenced by USCC policy, USCC
shall have the right to revoke this program, reduce or eliminate compensation
as it applies to the violator, or any other remedy as provided by corporate
policy or law.


This program shall
not be construed as an employment contract or as a promise of continuing
employment between USCC and the associate. 
Employment with USCC is terminable at will, i.e.; either the participant
or USCC may terminate the relationship at any time, with or without cause.


	
  /s/ John E. Rooney

  	
   

  	
  8-1-07

  	
   

  
	
  President and
  CEO

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Leroy T.
  Carlson Jr.

  	
   

  	
  8 August 2007

  	
   

  
	
  Chairman

  	
   

  	
  Date

  	
   

  



 


 



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Attachment I

Administrative Guidelines


	
  PLAN EFFECTIVE DATES:

  	
   

  	
  January 1, 2007 — December 31, 2007

  
	
   

  	
   

  	
   

  
	
  GENERAL ADMINISTRATION:

  	
   

  	
  Exempt Associates:   The
  target annual bonus payout for an exempt participant will be based on the
  associate’s base salary as of December 31, 2007

  
	
   

  	
   

  	
   

  
	
  VESTING

  	
   

  	
  The bonus is not ‘earned,’ and does not vest unless
  the associate remains employed through the actual bonus payout date. Special
  rules apply to those associates who retire or die before the actual bonus
  payout date (see below).

  
	
   

  	
   

  	
   

  
	
  INDIVIDUAL PERFORMANCE

  	
   

  	
  Any associate who receives a 2007 annual individual
  performance rating of ‘Partially Meets (PM),’ or ‘Fails to Meet Expectations
  (FM),’ is not eligible for a 2007 Plan payout.

  
	
   

  	
   

  	
   

  
	
  SEPARATION PRIOR TO PAYOUT VESTING DATE

  	
   

  	
  Not eligible for a payout unless separation is
  because of retirement or death (see below), or unless approved by the Sr.
  Vice President of Human Resources.

  
	
   

  	
   

  	
   

  
	
  RETIREMENT/DEATH During 

  Plan Year:

  	
   

  	
  Payout based on a proration for time worked during
  the plan year (2007), individual performance, and the plan attainment
  percentage assigned by the CEO.

  
	
   

  	
   

  	
   

  
	
  LOA (FMLA) During Plan
  Year

  	
   

  	
  Full payout made; no prorations.

  
	
   

  	
   

  	
   

  
	
  LOA (NON-FMLA) During Plan
  

  Year:

  	
   

  	
  Payout based on a proration for time worked during
  the plan year (2007), individual performance, and the plan attainment
  percentage assigned by the CEO.

  
	
   

  	
   

  	
   

  
	
  MILITARY LEAVE

  	
   

  	
  If an associate works during any part of the plan
  year, full payout made; no prorations.

  
	
   

  	
   

  	
   

  
	
  TRANSFERS/PROMOTIONS 

  DURING PLAN YEAR

  	
   

  	
   

  
	
  Within/ Between Annual Plans:

  	
   

  	
  If an associate is promoted / transferred within or
  between incentive plan(s), no prorations will be made in determining the
  bonus pool. The pool allocation will be based on the associate’s plan as of 12/31/07.
  The actual bonus payout will be recommended by the associate’s immediate
  leader and approved by the EVP/SVP. It will be based on plan attainment as
  well as individual performance.

  
	
   

  	
   

  	
   

  
	
  Between an Annual Plan
  and 

  a Quarterly or Monthly Plan:

  	
   

  	
  Prorated payouts from both positions/plans will be
  determined following end of plan year. The following factors will be
  considered in the determination of the payout: both plans’ attainment
  percentages, individual performance in each job/plan, the last base salary
  from each position occupied during the plan year (if applicable), target
  incentive assigned for each position’s pay grade, and percentage of time
  worked in each position/plan during the plan year (2007).

  
	
   

  	
   

  	
   

  
	
  NEW HIRES DURING THE 

  PLAN YEAR

  	
   

  	
  Associates hired during 2007 will be eligible to
  participate in the Plan on a prorated (percentage of time worked in the year)
  basis. The associate must have a start date of at least 11/30/07 in order to
  be eligible to receive a prorated payout. Any associate hired between
  12/01/07 and 12/31/07 will not receive a payout from the 2007 Plan.

  
	
   

  	
   

  	
   

  
	
  TRANSFERS TO/ FROM TDS 

  DURING THE PLAN YEAR

  	
   

  	
  If an associate transfers to/from another TDS
  business unit, he/she will receive a prorated payout based on the factors
  listed above.

  
	
   

  	
   

  	
   

  
	
  BONUS PAYOUT DATE

  	
   

  	
  Bonuses are to be paid during the period commencing
  on January 1, 2008 and ending on March 15, 2008.  Historically bonuses have been paid on
  March 15th
  of each year following the end of the plan effective date
  (12/31).   Notwithstanding the foregoing, in the event that
  payment by March 15, 2008 is administratively impracticable and such
  impracticability was unforeseeable (in each case, such that the payment
  continues to qualify as a “short-term deferral” within the meaning of section
  409A of the Internal Revenue Code), payment will be made as soon as
  administratively practicable after March 15, 2008, but in no event later
  than December 31, 2008. Payment will be in the form of a lump sum.

  



 


 



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