UNITED STATES CELLULAR CORPORATION

                         EXECUTIVE DEFERRED COMPENSATION
                                    AGREEMENT


         THIS AGREEMENT, entered into this 15th day of July,  1996, by and 
between H. Donald Nelson,  (hereinafter  referred to as  "Executive")  and 
United States Cellular Corporation,  (hereinafter  referred  to  as  "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 salary
and bonus until retirement,  resignation,  disability or death, or to a specific
date greater than one year from the date of this agreement.

         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 Agreement.  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 under this Agreement. Credits
                  shall be made to the Deferred Compensation Account as follows:

                  (a)      On  each  issuance  of the  Executive's  semi-monthly
                           payroll  check,  (scheduled for the 15th and the last
                           day of each month),  during the Executive's continued
                           active  employment  with the Company,  there shall be
                           deducted an amount equivalent to eight percent of the
                           Executive's  gross  compensation  for the pay  period
                           which will be credited to the  Deferred  Compensation
                           Account.  The  first  deduction  will  occur  on  the
                           Executive's  semi-monthly  payroll check dated August
                           15,  1996.  The deferral  percentage  selected by the
                           Executive  will also be applied  to all normal  bonus
                           payments.

                  (b)      Commencing on September 30, 1996, and on the last day
                           of each month thereafter during the
                           Executive's continued employment with the Company,
                           there shall be credited to the Deferred Compensation
                           Account (before any amount is credited for the month 
                           then ending pursuant to paragraph 1(a)), interest 
                           compounded monthly computed at a rate equal to
                           one-twelfth (1/12) of  the sum of  (a) the average 
                           thirty (30) year Treasury

<PAGE>


                           Bond rate of interest (as 
                           published in the Wall Street Journal for the last day
                           of the preceding month) plus (b) 1.25 percentage 
                           points. Quarterly reports which specify the amount
                           credited to the Executive's Deferred Compensation 
                           Account during the previous period(amount deferred
                           plus interest) and the then current balance, shall be
                           provided to the Executive.

                  (c)      The  Deferred  Compensation   percentage  elected  in
                           section  1(a) shall be deducted  and  credited to the
                           Deferred  Compensation  Account for all  compensation
                           paid   to  the   Executive,   including   bonus   and
                           retroactive pay increases.

                  (d)      The  Executive  may  terminate  participation  in the
                           Agreement  with  respect  to the  deferral  of future
                           compensation  at any time. In the event the Executive
                           elects to make such a discontinuance, he or she shall
                           remain eligible to receive the benefits under Section
                           2  with   respect   to  amounts   already   deferred.
                           Previously  deferred  amounts are not  payable  until
                           retirement,  resignation,  disability,  death  or the
                           date  specified  by the  Executive in paragraph 2 (g)
                           (ii). After a discontinuance, Executive may not again
                           elect to participate with respect to future deferrals
                           until a subsequent calendar year.

                  (e)      The Deferred Compensation percentage selected in 1(a)
                           shall be in effect  for the entire  plan year  unless
                           participation  is  terminated.  The Executive may not
                           elect to change the percentage  until a new plan year
                           commences.

2.   Payment of Deferred Compensation.

                  (a)      In the event the Executive terminates his/her 
                           employment for whatever reason, the Company must 
                           compute the "Ending Balance" in the Deferred 
                           Compensation Account.  This Ending Balance shall 
                           include all deferrals and interest as of the last day
                           of the preceding month, and any deferrals made in the
                           current month.  In the event that the Executive 
                           becomes disabled, his/her employment shall for these 
                           purposes be deemed to terminate on the first day of 
                           the month in which he/she begins to receive long term
                           disability payments provided by the Company's 
                           insurance carrier (thus, the Ending Balance shall be 
                           computed as of the preceding month). Payment of 
                           deferred compensation under these events will be in 
                           accordance with the Executive's payment method 
                           election in paragraph 2(e).

                  (b)      The  Executive  must  elect the  payment  method  for
                           receiving his/her Ending Balance either in a lump sum
                           or in  an  indicated  number  of  installments.  This
                           determination  must be made at the time of  execution
                           of the  agreement  in Section  2(e) and will apply to
                           all deferrals.  Any amendment  changing the method of
                           payment  must be made at least two (2) years prior to
                           the  selected  payment  date or (2)  years  prior  to
                           termination of employment, whichever occurs first, to
                           be considered effective.


<PAGE>

                  (c)      In the event the Executive chooses the installment 
                           option, the Executive must inform the Company of the 
                           number of installments he or she wishes to receive. 
                           The installments will be paid quarterly (not to 
                           exceed 20 quarters) commencing with the fifteenth day
                           of the quarter following the quarter in which the 
                           date specified in 2(g)occurs.. Installments will 
                           then be paid on the fifteenth day of each succeeding
                           calendar quarter until the Ending Balance and all 
                           accrued interest, which includes interest earned 
                           during the installment period, has been paid. If the 
                           Executive chooses the lump sum option, such sum must 
                           be paid within forty-five (45) days after the date
                           specified in 2(g).

                  (d)      If the Executive dies prior to the total distribution
                           of the Ending Balance, the Company shall pay an 
                           amount equal to the then current balance including 
                           accrued interest in the Deferred Compensation Account
                           in a lump sum within forty-five (45)days following 
                           the Executive's death to the Executive's Designated 
                           Beneficiary (as hereinafter defined). However, if the
                           Executive is married at the time of death, the
                           Executive may designate (at the time of entering this
                           Agreement or upon a subsequent marriage) that the 
                           payments specified in 2(c) shall continue to the 
                           spouse. If such spouse dies before all payments are 
                           made, the procedures in 3(a) and 3(b) shall apply.

                   (e)     Payment of Deferred Compensation Election 
                           (choose one option):

                           i)     ____     Lump sum distribution; or

                           ii)    __X__  Installment method.  The amount of each
                                    installment  shall  be  equal  to  one-tenth
                                    (cannot be less than  one-twentieth)  of the
                                    Ending   Balance   plus   accrued   interest
                                    compounded   monthly   for   the   preceding
                                    calendar quarter.

                  (f)      The  Executive  must  elect  the  deferral  date  for
                           receiving his/her Ending Balance.  This date is to be
                           either  retirement,  or a specific  date greater than
                           one  year  from  the  date  of this  agreement.  This
                           determination  must be made at the time of  execution
                           of the  agreement  in Section  2(g) and will apply to
                           all deferrals.

                  (g)      Election of Deferral Date (choose one option):

                           i)     __X__  Retirement; or

                           ii)    ____  Specific Date: (must be greater than one
                                    year from the date of this agreement)

<PAGE>

                  (h)      In the event of an unforeseeable emergency, the 
                           Executive may make withdrawals from the Deferred 
                           Compensation Account in an amount equal to that which
                           is reasonably necessary to satisfy the emergency. An 
                           unforeseeable emergency means a severe financial 
                           hardship to the Executive resulting from a sudden and
                           unexpected illness or accident of the Executive or of
                           a dependent (as defined in Internal Revenue Codess.
                           152(a)) of the Executive, loss of the Executive's 
                           property due to casualty, or other similar 
                           extraordinary and unforeseeable circumstances arising
                           as a result of events beyond the control of the
                           Executive.  The circumstances that will constitute an
                           emergency will depend upon the facts of each case, 
                           but, in any case, payment may not be made to the 
                           extent that such hardship 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 under this
                           Agreement. Examples of what are not considered to be 
                           unforeseeable emergencies include the need to send an
                           Executive's child to college or the desire to 
                           purchase a home.

                           In the event the  Company  approves  the payment of a
                           withdrawal due to an  unforeseeable  emergency,  such
                           payment shall be made by the Company to the Executive
                           in a lump  sum  within  forty-five  (45)  days  after
                           approval of such request.

3.   Designation of Beneficiaries.

                  (a)      The Executive may designate a beneficiary to receive 
                           any amount payable pursuant to paragraph 2(c) (the 
                           "Designated Beneficiary") by executing or filing with
                           the Company during his/her lifetime, a Beneficiary 
                           Designation in the form attached hereto. The
                           Executive may change or revoke any such designation 
                           by executing and filing with the Company during his/
                           her lifetime a new Beneficiary Designation.  If the 
                           Executive is married and names someone other than 
                           his/her spouse (e.g., child) as beneficiary, the
                           spouse must consent by signing the designated area of
                           the Beneficiary Designation form in the presence of a
                           Notary Public.

                  (b)      If  any  Designated   Beneficiary   predeceases   the
                           Executive, or if any corporation,  partnership, trust
                           or other entity which is a Designated  Beneficiary is
                           terminated,    dissolved,   becomes   insolvent,   is
                           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 receive the entire
                           amount  specified in paragraph 2(c) above,  which the
                           previous  Designated   Beneficiary  would  have  been
                           entitled to receive:

                           i)       Executive's spouse, if living; otherwise
                           ii)      Executive's then living descendants, per 
                                    stirpes; and otherwise;
                           iii)     Executive's estate

<PAGE>


4.       Miscellaneous.

                  (a)      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)      If the Company finds that any person to whom any 
                           amount is payable under this Agreement is unable to 
                           care for his/her affairs because of illness or 
                           accident, or is under any legal disability which 
                           prevents the Executive from caring for his or her
                           affairs, any payment due (unless a prior claim 
                           therefor shall have been made by a duly
                           appointed guardian, committee or other legal 
                           representative) may be made to the spouse, a child, 
                           a parent, or a brother or sister of such person, or 
                           to any party deemed by the Company to have incurred 
                           expenses for such person otherwise entitled to
                           payment, in such manner and proportions as the  
                           Company may determine. Any such lump sum payment, as 
                           discussed in 2(d), shall be a complete discharge of 
                           the liability of the Company under this Agreement for
                           such payment.

                  (c)      This Agreement shall be construed in accordance with 
                           and governed by the laws of the State of Illinois.

                  (d)      The Executive is considered to be a general unsecured
                           creditor of the Company  with regard to the  deferred
                           compensation   amounts   to  which   this   Agreement
                           pertains.

                  (e)      The deferred amounts under this Agreement are 
                           unfunded for tax and ERISA purposes.

                  (f)      The  Company  must  deduct  from  all  payments  made
                           hereunder  all  applicable  federal  or  state  taxes
                           required to be withheld from such payments.

                  (g)      This Agreement contains the entire understanding of 
                           the Company and the Executive with respect to the 
                           subject matter hereof.

                  (h)      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  must be construed
                           and  enforced as if the illegal or invalid  provision
                           had not been included.



<PAGE>




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


                           UNITED STATES CELLULAR CORPORATION
                           ("COMPANY"):


                            By: /s/  Douglas S. Arnold


                            EXECUTIVE:


                            By: /s/ H. Donald Nelson




<PAGE>