**Exhibit 10.5**

 

**UNITEDSTATES CELLULAR CORPORATION (the “Company”)**

 

**CompensationPlan for Non-Employee Directors (the “Plan”)**

 

**AsAmended, Effective May 20, 2008**

 

The purpose of the Planis to provide appropriate compensation to non-employee directors for theirservice to the Company and to ensure that qualified persons serve asnon-employee members of the Board of Directors.

 

The Plan was approvedpursuant to the authority granted in Section 12 of Article V of theCompany’s By-Laws, which provides that the Board of Directors shall haveauthority to establish reasonable compensation of directors, includingreimbursement of expenses incurred in attending meetings of the Board ofDirectors.

 

Board Service

 

Each director of theCompany who is not an employee of the Company, Telephone and Data Systems, Inc.(“TDS”), TDS Telecommunications Corporation, or any other subsidiary of TDS (“non-employeedirector”) will receive:

 

1.               An annual director’s retainer fee of$55,000 paid in cash.

 

2.               An annual award of $55,000 paid in theform of the Company’s Common Shares, which shall be distributed in March onor prior to March 15 of each year, beginning in March, 2009, for servicesperformed during the 12 month period that commences on March 1 of theimmediately preceding calendar year and ends on the last day of February ofthe calendar year of payment.  The numberof shares shall be determined on the basis of the closing price of the Company’sCommon Shares, as reported in the New York Stock Exchange Composite Transactionsection of the Wall Street Journal for the last trading day in the month of February ofeach year.  (A director who is not acitizen of the United States may, at his or her election, receive such award inthe form of cash.)  Notwithstanding theforegoing, the annual award of $55,000 to be distributed in March, 2009 shallbe distributed $45,000 in the form of Common Shares and $10,000 in the form ofcash.

 

3.               A director’s meeting fee of $1,750 foreach meeting attended and reimbursement of reasonable expenses incurred inconnection with attendance at meetings of the Board of Directors, paid in cash.

 

Audit Committee Service

 

Each non-employeedirector who serves on the Audit Committee, other than the Chairperson, willreceive an annual committee retainer fee of $11,000, paid quarterly, acommittee meeting fee of $1,750 for each meeting attended and reimbursement ofreasonable expenses incurred in connection with attendance at meetings of theAudit Committee.  The Audit CommitteeChairperson will receive an annual retainer fee of $22,000, paid quarterly, acommittee meeting fee of $1,750 for each meeting attended and reimbursement ofreasonable expenses incurred in connection with attendance at such meeting.

 

Stock Option CompensationCommittee Service

 

Each non-employeedirector of the Company who serves on the Stock Option Compensation Committee,other than the Stock Option Compensation Committee Chairperson, will receive anannual committee retainer fee of $7,000, paid quarterly, a committee meetingfee of $1,750 for each meeting attended and reimbursement of reasonableexpenses incurred in connection with attendance at each meeting of thecommittee.  The Stock Option CompensationCommittee Chairperson will receive an annual retainer fee of $14,000, paidquarterly, a committee meeting fee of $1,750 for each meeting attended andreimbursement of reasonable expenses incurred in connection with attendance atsuch meeting.

 

Miscellaneous

 

Under the Plan, annualretainers will be paid in cash on a quarterly basis, as of the last day of eachcalendar quarter, and will compensate the non-employee director for servicesperformed during such calendar quarter.

 

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Fees for meetings of theboard and all committee meetings will be paid in cash on a quarterly basis asof the last day of each calendar quarter, and will compensate the non-employeedirector for meetings attended during such calendar quarter.

 

Non-employee directorsshall timely submit for reimbursement of reasonable expenses incurred inconnection with meeting attendance, and the Company shall reimburse suchexpenses within two weeks after submission. In no event shall such reimbursement occur following the last day of thecalendar year following the calendar year in which the expense was incurred.

 

Upon approval of thisamended Plan by shareholders of the Company, directors of the Company shallhave the authority without further shareholder approval to further amend thisPlan from time to time, including amendments to increase the amount of thecompensation payable in Common Shares from time to time, provided that thetotal number of Common Shares issued under the Plan shall not exceed the amountapproved by shareholders of the Company.

 

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