US Cellular 2008 Annual Report Download - page 100

Exhibit A
The following is a resolution of the U.S. Cellular Board of Directors adopted on February 22, 1995,
as amended, which constitutes the Charter of the Stock Option Compensation Committee.
ESTABLISHMENT OF STOCK OPTION COMPENSATION COMMITTEE
RESOLVED, that in accordance with Article III, Section 10 of the By-Laws of the Company, a Stock
Option Compensation Committee of the Board of Directors consisting of two or more members, be and it
is hereby established; that the Stock Option Compensation Committee shall consist of two or more
members of the Board who are ‘‘outside directors’’ within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended; that no member of the Stock Option Compensation Committee
during the one year prior to serving as a member of such committee, or while serving as a member of
such committee, shall have been, or shall be, granted or awarded shares of capital stock of the
Company, or stock options to purchase shares of capital stock of the Company, or stock appreciation
rights pursuant to any plan of the Company or any of its affiliates, except for a grant or award which
would not result in such member ceasing to be a ‘‘disinterested person’’ within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’);
FURTHER RESOLVED, that Messrs. J. Samuel Crowley, Ronald E. Daly and Paul-Henri Denuit shall
serve as the members of such Stock Option Compensation Committee; that Paul-Henri Denuit is hereby
appointed to serve as the Chairperson of such Stock Option Compensation Committee; and that such
members and such Chairperson shall serve and that such committee shall exist at the pleasure of the
Board of Directors of the Company;
FURTHER RESOLVED, that the Stock Option Compensation Committee shall:
(i) consider, review and approve the long-term compensation of officers and key employees of the
Company, involving the grant of stock options, stock appreciation rights and other long-term
compensation or compensation based on performance under the Company’s stock option or
other long-term compensation or incentive plans; provided, that such committee may delegate
such power and authority to the Chairman of the Company or any executive officer of the
Company or as otherwise permitted by the applicable plan, except that the Stock Option
Compensation Committee may not delegate its power and authority with respect to the
long-term compensation of executive officers of the Company who are subject to the
requirements of Section 16 of the Exchange Act or as otherwise provided in the applicable plan;
(ii) consider, approve and recommend to the Board of Directors of the Company any new stock
option or other long-term compensation or incentive plans and the amendment or termination of
the Company’s existing stock option or other long-term compensation or incentive plans; and
(iii) perform such other duties as the Board of Directors shall from time to time assign to it;
FURTHER RESOLVED, that the Stock Option Compensation Committee shall have the authority of
the Board with respect to the Company’s stock option or other long-term compensation or incentive
plans, unless such plan or resolutions of this Board expressly reserve authority for the administration of
any such plan to the Board of Directors; provided that the Stock Option Compensation Committee shall
not have the authority to adopt, amend or terminate any of such plans without the consent or ratification
of the Board; and
FURTHER RESOLVED, that the Stock Option Compensation Committee shall have the full authority
of the Board under section 10 of Article III of the Bylaws of the Company and to the extent otherwise
permitted by law with respect to all actions which the Stock Option Compensation Committee takes
consistent with the foregoing resolutions.
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