EXHIBIT
10.2


 


UNITED
STATES CELLULAR CORPORATION


EXECUTIVE
DEFERRED COMPENSATION INTEREST ACCOUNT PLAN


 


2008
Election Form


 


	
  

  	
   

  
	
  Executive’s Name (please print)

  



 


Election to Participate


 


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


 


Deferral of Base Salary


 


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


 


Deferral of Bonus


 


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


 


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


 


	
  (a)          

  	
   

  	
  Separation from service
  (as defined in the Plan); or

  
	
   

  	
   

  	
   

  
	
  (b)          

  	
   

  	
  Specified date:                                    
  (must be a month and year in 2009 or later).

  



 


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


 


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


 


	
  (a)          

  	
   

  	
  Lump sum distribution; or

  
	
   

  	
   

  	
   

  
	
  (b)          

  	
   

  	
  Quarterly installment
  method. The amount of each installment shall be equal to one-                
  (cannot be less than one-twentieth) of the value of my 2008 Deferred
  Compensation Account immediately preceding the first installment payment,
  plus accrued interest compounded monthly for the current calendar quarter.

  



 

















 


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


 


Acknowledgement of Executive


 


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


 


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


 


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


 


	
   

  	
   

  	
   

  
	
  Executive’s Signature

  	
   

  	
  Date

  



 


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


 


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