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
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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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