EXHIBIT 10.1


 


UNITED
STATES CELLULAR CORPORATION


 


EXECUTIVE
DEFERRED COMPENSATION INTEREST ACCOUNT PLAN


 


(Amended
and Restated Effective January 1, 2008)


 

















 


Table of
Contents


 


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
  Introduction

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Title

  	
  1

  
	
  Section 1.2

  	
  Purpose

  	
  1

  
	
  Section 1.3

  	
  Effective Date

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  Participation

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Eligibility

  	
  4

  
	
  Section 3.2

  	
  Participation

  	
  4

  
	
  Section 3.3

  	
  Election of Payment Date and Form of Payment

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  Accounts

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Deferred Compensation Account

  	
  5

  
	
  Section 4.2

  	
  Crediting of Interest

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  Payment of Deferred Compensation Account

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Normal Distribution

  	
  6

  
	
  Section 5.2

  	
  Distribution Upon Disability

  	
  6

  
	
  Section 5.3

  	
  Distribution at Death

  	
  6

  
	
  Section 5.4

  	
  Timing of Distribution Upon Occurrence of Distribution Event

  	
  6

  
	
  Section 5.5

  	
  Withdrawals for an Unforeseeable Emergency

  	
  7

  
	
  Section 5.6

  	
  Subsequent Election

  	
  7

  
	
  Section 5.7

  	
  Designation of Beneficiaries

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 

  	
  Administration

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  In General

  	
  8

  
	
  Section 6.2

  	
  Claims Procedure

  	
  8

  
	
  Section 6.3

  	
  Immunity of SVP—HR and Plan Administrator

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  General Provisions

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Base Salary Payable for Final Payroll Period

  	
  10

  
	
  Section 7.2

  	
  Leaves of Absence

  	
  10

  
	
  Section 7.3

  	
  Source of Payment

  	
  10

  
	
  Section 7.4

  	
  Withholding

  	
  10

  
	
  Section 7.5

  	
  Assignment

  	
  10

  



 


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  Section 7.6

  	
  Applicable Law

  	
  11

  
	
  Section 7.7

  	
  Plurals and Headings

  	
  11

  
	
  Section 7.8

  	
  Plan Not to Affect Employment Relationship

  	
  11

  
	
  Section 7.9

  	
  Inability to Locate Participant or Designated Beneficiary

  	
  11

  
	
  Section 7.10

  	
  Distributions to Minors and Incapacitated Individuals

  	
  11

  
	
  Section 7.11

  	
  Successors and Assigns

  	
  11

  
	
  Section 7.12

  	
  Election Form Subject to Plan

  	
  11

  
	
  Section 7.13

  	
  Severability

  	
  12

  
	
  Section 7.14

  	
  Compliance with Section 409A of the Code

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  Amendment or Termination

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Amendment

  	
  12

  
	
  Section 8.2

  	
  Plan Termination

  	
  12

  



 


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UNITED STATES CELLULAR CORPORATION

EXECUTIVE DEFERRED COMPENSATION INTEREST ACCOUNT PLAN


 


(Amended and Restated Effective January 1, 2008)


 


ARTICLE 1


 


Introduction


 


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


 


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


 


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


 


ARTICLE 2


 


Definitions


 


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


 


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


 


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


 


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


 


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


 

















 


successor thereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Plan Year” means the
calendar year.


 


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


 


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


 


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


 


3

















 


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


 


ARTICLE 3


 


Participation


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


ARTICLE 4


 


Accounts


 


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


 


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


 


5

















 


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


 


ARTICLE 5


 


Payment
of Deferred Compensation Account


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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



 


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


 


ARTICLE 6


 


Administration


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


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


 


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ARTICLE 7


 


General
Provisions


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


ARTICLE 8


 


Amendment
or Termination


 


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


 


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


 


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


 


	
   

  	
  UNITED
  STATES CELLULAR CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey J. Childs

  	
   

  
	
   

  	
   

  	
    Jeffrey J.
  Childs

  



 


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