US Cellular 2008 Annual Report Download - page 101

Exhibit B
UNITED STATES CELLULAR CORPORATION (the ‘‘Company’’)
Compensation Plan for Non-Employee Directors (the ‘‘Plan’’)
As Amended, Effective March 17, 2009
The purpose of the Plan is to provide appropriate compensation to non-employee directors for their
service to the Company and to ensure that qualified persons serve as non-employee members of the
Board of Directors.
The Plan was approved pursuant to the authority granted in Section 12 of Article III of the
Company’s By-Laws, which provides that the Board of Directors shall have authority to establish
reasonable compensation of directors, including reimbursement of expenses incurred in attending
meetings of the Board of Directors.
Board Service
Each director of the Company who is not an employee of the Company, Telephone and Data
Systems, Inc. (‘‘TDS’’), TDS Telecommunications Corporation, or any other subsidiary of TDS
(‘‘non-employee director’’) will receive:
1. An annual director’s retainer fee of $55,000 paid in cash.
2. An annual award of $55,000 paid in the form of the Company’s Common Shares, which shall be
distributed in March on or prior to March 15 of each year, beginning in March, 2009, for services
performed during the 12 month period that commences on March 1 of the immediately
preceding calendar year and ends on the last day of February of the calendar year of payment.
The number of shares shall be determined on the basis of the closing price of the Company’s
Common Shares, as reported in the New York Stock Exchange Composite Transaction section
of the Wall Street Journal for the last trading day in the month of February of each year. (A
director who is not a citizen of the United States may, at his or her election, receive such award
in the form of cash.) Notwithstanding the foregoing, the annual award of $55,000 to be
distributed in March, 2009 shall be distributed $45,000 in the form of Common Shares and
$10,000 in the form of cash.
3. A director’s meeting fee of $1,750 for each meeting attended and reimbursement of reasonable
expenses incurred in connection with attendance at meetings of the Board of Directors, paid in
cash.
Audit Committee Service
Each non-employee director who serves on the Audit Committee, other than the Chairperson, will
receive an annual committee retainer fee of $11,000, paid quarterly, a committee meeting fee of $1,750
for each meeting attended and reimbursement of reasonable expenses incurred in connection with
attendance at meetings of the Audit Committee. The Audit Committee Chairperson will receive an annual
retainer fee of $22,000, paid quarterly, a committee meeting fee of $1,750 for each meeting attended and
reimbursement of reasonable expenses incurred in connection with attendance at such meeting.
Stock Option Compensation Committee Service
Each non-employee director of the Company who serves on the Stock Option Compensation
Committee, other than the Stock Option Compensation Committee Chairperson, will receive an annual
committee retainer fee of $7,000, paid quarterly, a committee meeting fee of $1,750 for each meeting
attended and reimbursement of reasonable expenses incurred in connection with attendance at each
meeting of the committee. The Stock Option Compensation Committee Chairperson will receive an
annual retainer fee of $14,000, paid quarterly, a committee meeting fee of $1,750 for each meeting
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