Exhibit 10.6
FIRST AMENDMENT
TO THE
UNITED STATES CELLULAR
CORPORATION
EXECUTIVE DEFERRED COMPENSATION
INTEREST ACCOUNT PLAN
WHEREAS, United States Cellular Corporation (the
“Corporation”) has adopted and maintains the United
States Cellular Corporation Executive Deferred Compensation
Interest Account Plan (Amended and Restated Effective
January 1, 2008) (the “Plan”) for the benefit of
its officers and directors;
WHEREAS, pursuant to Section 8.1 of the Plan, the
Senior Vice President of Human Resources of the Corporation (the
“SVP—HR”) may amend the Plan at any time and for
any reason; and
WHEREAS, the SVP—HR desires to amend the Plan in
certain respects.
NOW, THEREFORE, BE IT
RESOLVED, that effective
as of January 1, 2009, the Plan hereby is amended as
follows:
1.
Section 1.3 hereby is amended
in its entirety to read as follows:
Section 1.3.
Effective Date
. This amended and restated
Plan is effective January 1, 2008 and shall govern all
deferrals of compensation under the Plan, including compensation
deferred under the Plan (whether pursuant to this plan document or
an Executive Deferred Compensation Agreement—Interest
Account) prior to the effective date hereof.
2.
The definition of “Key
Employee” set forth in Article 2 hereby is
deleted.
3.
The definition of “Plan
Administrator” set forth in Article 2 hereby is amended
in its entirety to read as follows:
“ Plan Administrator
” means the Senior Director of Compensation of the
Company. References herein to the Plan Administrator also
shall include (i) the SVP—HR, to the extent that the
SVP—HR is undertaking administrative responsibilities
expressly assigned to the SVP—HR pursuant to Article 6
and (ii) any person or committee to whom the Plan
Administrator has delegated any of his or her responsibilities
hereunder to the extent of the delegation.
4.
Article 2 hereby is amended to
add thereto the following new definition of “Specified
Employee”:
“ Specified Employee
” shall have the meaning set forth in the Section 409A
Specified Employee Policy of Telephone and Data Systems, Inc.
and its Affiliates,” which policy hereby is incorporated
herein.
5.
Sections 3.3(b), 5.1, 5.2 and
5.5(a) hereby are amended to replace the term “Key
Employee” each time it appears therein with the term
“Specified Employee”, and
Section 3.3(b) hereby is amended to replace the term
“Key Employees” set forth therein with the t
