8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2002

UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	1-9712	62-1147325
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
8410 West Bryn Mawr, Suite 700, Chicago, Illinois		60631
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (773) 399-8900

Not Applicable
(Former name or former address, if changed since last report)

Item 5. Other Events.

        On October 31, 2002, United States Cellular Corporation priced a public offering of $115 million of 8.75% Senior Notes due 2032. This Current Report on Form 8-K is being filed for the purpose of filing the news release issued by United States Cellular Corporation on November 1, 2002 relating to such announcement as an exhibit. Also included as exhibits are certain agreements related to the Note offering. The following additional information is being provided herein with respect to such offering.

Item 7. Exhibits.

(c)

Exhibits:

        The exhibits accompanying this report are listed in the accompanying Exhibit Index.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

United States Cellular Corporation (Registrant)
Date: October 31, 2002	By:	/s/  KENNETH R. MEYERS Kenneth R. Meyers Executive Vice President—Finance and Treasurer (Chief Financial Officer)

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EXHIBIT INDEX

The following exhibits are filed herewith as noted below.

Exhibit No.	Description
1.1	Underwriting Agreement dated as of October 31, 2002 among the Registrant and the Underwriter's named therein, relating to the Registrant's 8.75% Senior Notes due 2032.
4.1	Second Supplemental Indenture dated as of October 31, 2002 between Registrant and BNY Midwest Trust Company, including form of the Registrant's 8.75% Senior Notes due 2032.
99.1	Press Release.
99.2	Form of Note Repurchase Agreement dated as of October 28, 2002 among the Registrant, PrimeCo Wireless Communications LLC and the direct or indirect transferees named therein, relating to the Registrants 9% Series A Notes due 2032.

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Item 5. Other Events.
Item 7. Exhibits.

EXHIBIT INDEX

EX-1.1

                                                                    Exhibit 1.1


                       UNITED STATES CELLULAR CORPORATION


                            (a Delaware corporation)

                                 Debt Securities


                             UNDERWRITING AGREEMENT

                                                                October 31, 2002

Merrill, Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
UBS Warburg LLC
As representatives of the several underwriters referred to below

c/o      Morgan Stanley & Co. Incorporated
         1585 Broadway
         New York, NY 10036

Ladies and Gentlemen:

         United States Cellular Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell up to $132,250,000 aggregate initial
public offering price of its debt securities, (the "Securities") from time to
time, in or pursuant to one or more offerings on terms to be determined at the
time of sale.

         The Securities will be issued in one or more series under an indenture,
dated as of June 1, 2002, between the Company and BNY Midwest Trust Company, as
trustee (the "Trustee"), as supplemented by the First Supplemental Indenture
between the Company and the Trustee (as so supplemented, the "Indenture", which
term shall include any indenture entered into by the Company and the Trustee
providing for the issuance of any subordinated indebtedness). Each series of
Securities may vary, as applicable, as to title, aggregate principal amount,
rank, interest rate or formula and timing of payments thereof, stated maturity
date, redemption and/or repayment provisions, sinking fund requirements and any
other variable terms established by or pursuant to the Indenture.

         Whenever the Company determines to make an offering of Securities, the
Company will enter into an agreement (each, a "Terms Agreement") providing for
the sale of such Securities to, and the purchase and offering thereof by, the
underwriters named therein (the "Underwriters," which term shall include one
underwriter acting as sole Underwriter or as a member of an underwriting
syndicate, as well as any Underwriter substituted pursuant to Section 10
hereof). The Terms Agreement relating to the offering of Securities shall
specify the number or aggregate principal amount, as the case may be, of
Securities to be initially issued (the "Initial Underwritten Securities"), the
name of each Underwriter participating in such offering (subject to substitution
as provided in Section 10 hereof) and the name of any Underwriter acting as
manager or co-manager in connection with such offering, the number or aggregate
principal amount, as the case may be, of Initial Underwritten Securities which
each such Underwriter



severally agrees to purchase, whether such offering is on a fixed or variable
price basis and, if on a fixed price basis, the initial offering price, the
price at which the Initial Underwritten Securities are to be purchased by the
Underwriters, the form, time, date and place of delivery and payment of the
Initial Underwritten Securities and any other material variable terms of the
Initial Underwritten Securities, as well as the material variable terms of any
related Underlying Securities. In addition, if applicable, such Terms Agreement
shall specify whether the Company has agreed to grant to the Underwriters an
option to purchase additional Securities to cover over-allotments, if any, and
the number or aggregate principal amount, as the case may be, of Securities
subject to such option (the "Option Underwritten Securities"). As used herein,
the term "Underwritten Securities" shall include the Initial Underwritten
Securities and all or any portion of any Option Underwritten Securities. The
Terms Agreement, which shall be substantially in the form of Exhibit A hereto,
may take the form of an exchange of any standard form of written
telecommunication between the Company and an Underwriter, acting for itself and,
if applicable, as representative of any other Underwriters. Each offering of
Underwritten Securities through an Underwriter as sole Underwriter or through an
underwriting syndicate managed by one or more Underwriters (the
"Representatives") will be governed by this Underwriting Agreement, as
supplemented by the applicable Terms Agreement. To the extent only one
Underwriter is named in the Terms Agreement, the term Representatives as used
herein shall mean such Underwriter, and the terms Representatives shall mean
either the singular or plural as the context requires.

         The Company filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 33-88344) for the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), and the offering thereof from time to time in accordance with Rule
415 of the rules and regulations of the Commission under the 1933 Act (the "1933
Act Regulations"). Such registration statement has been declared effective by
the Commission and each Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended (the "1939 Act"), and the Company has filed
such post-effective amendments thereto as may be required prior to the execution
of the applicable Terms Agreement and each such post-effective amendment has
been declared effective by the Commission. Such registration statement (as so
amended, if applicable), including the information, if any, deemed to be a part
thereof pursuant to Rule 430A(b) of the 1933 Act Regulations (the "Rule 430A
Information") or Rule 434(d) of the 1933 Act Regulations (the "Rule 434
Information"), is referred to herein as the "Registration Statement"; and the
final prospectus and the final prospectus supplement relating to the offering of
the Underwritten Securities, in the form first furnished to the Underwriters by
the Company for use in connection with the offering of the Underwritten
Securities, are collectively referred to herein as the "Prospectus"; provided,
however, that all references to the "Registration Statement" and the
"Prospectus" shall also be deemed to include all documents incorporated therein
by reference pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), prior to the execution of the applicable Terms Agreement; provided,
further, that if the Company files a registration statement with the Commission
pursuant to Rule 462(b) of the 1933 Act Regulations (the "Rule 462(b)
Registration Statement"), then, after such filing, all references to
"Registration Statement" shall also be deemed to include the Rule 462(b)
Registration Statement; and provided, further, that if the Company elects to
rely upon Rule 434 of the 1933 Act Regulations, then all references to
"Prospectus" shall also be deemed to include the final or preliminary prospectus
and the applicable term sheet or abbreviated term sheet (the "Term Sheet"), as
the case may be, in the

                                       2


form first furnished to the Underwriters by the Company in reliance upon Rule
434 of the 1933 Act Regulations, and all references in this Underwriting
Agreement to the date of the Prospectus shall mean the date of the Term Sheet. A
"preliminary prospectus" shall be deemed to refer to any prospectus used before
the Registration Statement became effective and any prospectus that omitted, as
applicable, the Rule 430A Information, the Rule 434 Information or other
information to be included upon pricing in a form of prospectus filed with the
Commission pursuant to Rule 424(b) of the 1933 Act Regulations and was used
after such effectiveness and prior to the execution and delivery of the
applicable Terms Agreement. For purposes of this Underwriting Agreement, all
references to the Registration Statement, Prospectus, Term Sheet or preliminary
prospectus or to any amendment or supplement to any of the foregoing shall be
deemed to include any copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system ("EDGAR").

         All references in this Underwriting Agreement to financial statements
and schedules and other information which is "contained," "included" or "stated"
(or other references of like import) in the Registration Statement, Prospectus
or preliminary prospectus shall be deemed to mean and include all such financial
statements and schedules and other information which is incorporated by
reference in the Registration Statement, Prospectus or preliminary prospectus,
as the case may be, prior to the execution of the applicable Terms Agreement;
and all references in this Underwriting Agreement to amendments or supplements
to the Registration Statement, Prospectus or preliminary prospectus shall be
deemed to mean and include the filing of any document under the 1934 Act which
is incorporated by reference in the Registration Statement, Prospectus or
preliminary prospectus, as the case may be, after the execution of the
applicable Terms Agreement.

     SECTION 1. REPRESENTATIONS AND WARRANTIES.

     (A) REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents
and warrants to each Underwriter named in the applicable Terms Agreement, as of
the date thereof, as of the Closing Time (as defined below) and, if applicable,
as of each Date of Delivery (as defined below) (in each case, a "Representation
Date"), as follows:

                   (1) COMPLIANCE WITH REGISTRATION REQUIREMENTS. The Company
          meets the requirements for use of Form S-3 under the 1933 Act. The
          Registration Statement (including any Rule 462(b) Registration
          Statement) has become effective under the 1933 Act and no stop order
          suspending the effectiveness of the Registration Statement (or such
          Rule 462(b) Registration Statement) has been issued under the 1933 Act
          and no proceedings for that purpose have been instituted or are
          pending or, to the knowledge of the Company, are contemplated by the
          Commission, and any request on the part of the Commission for
          additional information has been complied with. In addition, each
          Indenture has been duly qualified under the 1939 Act.

                  At the respective times the Registration Statement (including
         any Rule 462(b) Registration Statement) and any post-effective
         amendments thereto (including the filing of the Company's most recent
         Annual Report on Form 10-K with the Commission (the "Annual Report on
         Form 10-K")) became effective and at each Representation Date, the
         Registration Statement (including any Rule 462(b) Registration
         Statement) and any

                                       3


         amendments thereto complied and will comply in all material respects
         with the requirements of the 1933 Act and the 1933 Act Regulations and
         the 1939 Act and the rules and regulations of the Commission under the
         1939 Act (the "1939 Act Regulations") and did not and will not contain
         an untrue statement of a material fact or omit to state a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading. At the date of the Prospectus, at the Closing
         Time and at each Date of Delivery, if any, neither the Prospectus nor
         any amendments and supplements thereto included or will include an
         untrue statement of a material fact or omitted or will omit to state a
         material fact necessary in order to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading. If the Company elects to rely upon Rule 434 of the 1933
         Act Regulations, the Company will comply with the requirements of Rule
         434. Notwithstanding the foregoing, the representations and warranties
         in this subsection shall not apply to statements in or omissions from
         the Registration Statement or the Prospectus made in reliance upon and
         in conformity with information furnished to the Company in writing by
         any Underwriter through the Representatives expressly for use in the
         Registration Statement or the Prospectus.

                  Each preliminary prospectus and prospectus filed as part of
         the Registration Statement as originally filed or as part of any
         amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
         complied when so filed in all material respects with the 1933 Act
         Regulations and each preliminary prospectus and the Prospectus
         delivered to the Underwriters for use in connection with the offering
         of Underwritten Securities will, at the time of such delivery, be
         identical to any electronically transmitted copies thereof filed with
         the Commission pursuant to EDGAR, except to the extent permitted by
         Regulation S-T.

                   (2) INCORPORATED DOCUMENTS. The documents incorporated or
          deemed to be incorporated by reference in the Registration Statement
          and the Prospectus, at the time they were or hereafter are filed with
          the Commission, complied and will comply in all material respects with
          the requirements of the 1934 Act and the rules and regulations of the
          Commission thereunder (the "1934 Act Regulations") and, when read
          together with the other information in the Prospectus, at the date of
          the Prospectus, at the Closing Time and at each Date of Delivery, if
          any, did not and will not include an untrue statement of a material
          fact or omit to state a material fact necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading.

                   (3) INDEPENDENT ACCOUNTANTS. The accountants who certified
          the consolidated financial statements and any supporting schedules
          thereto included in or incorporated by reference into the Registration
          Statement and the Prospectus are independent public accountants with
          respect to the Company and its consolidated subsidiaries as required
          by the 1933 Act and the 1933 Act Regulations.

                   (4) FINANCIAL STATEMENTS. The consolidated financial
          statements of the Company included in the Registration Statement and
          the Prospectus, together with the related schedules and notes, as well
          as those financial statements, schedules and notes of any other entity
          included therein, present fairly the financial position and results of
          operations

                                       4


          of the Company and its subsidiaries on a consolidated basis, or such
          other entities, as the case may be, at the respective dates or for the
          respective periods to which they apply, and the statement of
          operations, stockholders' equity and cash flows of the Company and its
          consolidated subsidiaries on a consolidated basis, or such other
          entities, as the case may be, for the periods specified; such
          financial statements have been prepared in conformity with generally
          accepted accounting principles ("GAAP") applied on a consistent basis
          throughout the periods involved; and the supporting schedules included
          in the Registration Statement and the Prospectus present fairly in
          accordance with GAAP the information required to be stated therein.
          The selected financial data and the summary financial information
          included in the Prospectus present fairly the information shown
          therein and have been compiled on a basis consistent with that of the
          audited financial statements included in the Registration Statement
          and the Prospectus. In addition, any pro forma financial statements of
          the Company and its subsidiaries and the related notes thereto
          included in the Registration Statement and the Prospectus present
          fairly the information shown therein, have been prepared in accordance
          with the Commission's rules and guidelines with respect to pro forma
          financial statements and have been properly compiled on the bases
          described therein, and the assumptions used in the preparation thereof
          are reasonable and the adjustments used therein are appropriate to
          give effect to the transactions and circumstances referred to therein.

                   (5) NO MATERIAL ADVERSE CHANGE IN BUSINESS. Since the
          respective dates as of which information is given in the Registration
          Statement and the Prospectus, except as otherwise stated therein, (A)
          there has been no material adverse change in the condition, financial
          or otherwise, or in the earnings, business affairs or business
          prospects of the Company and its consolidated subsidiaries considered
          as one enterprise, whether or not arising in the ordinary course of
          business, (B) there have been no transactions entered into by the
          Company or any of its consolidated subsidiaries, other than those
          arising in the ordinary course of business, which are material with
          respect to the Company and its consolidated subsidiaries considered as
          one enterprise and (C) there has been no dividend or distribution of
          any kind declared, paid or made by the Company on any class of its
          capital stock.

                   (6) GOOD STANDING OF THE COMPANY. The Company has been duly
          organized and is validly existing as a corporation in good standing
          under the laws of the State of Delaware and has corporate power and
          authority to own, lease and operate its properties and to conduct its
          business as described in the Prospectus and to enter into and perform
          its obligations under, or as contemplated under, this Underwriting
          Agreement and the applicable Terms Agreement. The Company is duly
          qualified as a foreign corporation to transact business and is in good
          standing in each jurisdiction in which it owns or leases substantial
          properties or in which the conduct of its business requires such
          qualification, except where the failure to be so qualified or in good
          standing would not have a material adverse effect on the Company and
          its consolidated subsidiaries considered as one enterprise.

                   (7) GOOD STANDING OF SUBSIDIARIES. Each consolidated
          subsidiary of the Company (each, a "Subsidiary" and, collectively, the
          "Subsidiaries"), has been duly incorporated and is validly existing as
          a corporation in good standing under the laws of

                                       5


          the jurisdiction of its incorporation, has the corporate power and
          authority to own, lease and operate its properties and to conduct its
          business as described in the Prospectus and is duly qualified as a
          foreign corporation to transact business and is in good standing in
          each jurisdiction in which it owns or leases substantial properties or
          in which the conduct of its business requires such qualification,
          except where the failure to be so qualified or in good standing would
          not have a material adverse affect on the Company and its consolidated
          subsidiaries considered as one enterprise; except as otherwise
          disclosed in the Registration Statement, all of the issued and
          outstanding capital stock of each Subsidiary has been duly authorized
          and validly issued and is fully paid and non-assessable and all shares
          of capital stock of such Subsidiaries owned by the Company, directly
          or through one or more Subsidiaries, are owned free and clear of any
          security interest, mortgage, pledge, lien, encumbrance, claim or
          equity, except as set forth or incorporated by reference in the
          Registration Statement and except for such security interest,
          mortgage, pledge, lien, encumbrance, claim or equity the enforcement
          of which, individually or in the aggregate, would not have a material
          adverse affect on the Company and its consolidated subsidiaries
          considered as one enterprise. The only subsidiaries that are
          "significant subsidiaries" of the Company (as such term is defined in
          Rule 102 of Regulation S-X promulgated under the 1933 Act) are United
          States Cellular Operating Company and Unites States Cellular
          Investment Company.

                   (8) CAPITALIZATION. The authorized, issued and outstanding
          capital stock of the Company is as set forth in or incorporated by
          reference into the Registration Statement (except for subsequent
          issuances, if any, pursuant to reservations or agreements referred to
          in the Prospectus); all of the issued and outstanding shares of
          capital stock of the Company have been duly authorized and validly
          issued and are fully paid and non-assessable; the capital stock of the
          Company conforms to the description thereof included in or
          incorporated by reference into the Registration Statement and, except
          as set forth in the Prospectus, is not subject to preemptive or other
          similar rights.

                   (9) AUTHORIZATION OF THIS UNDERWRITING AGREEMENT AND TERMS
          AGREEMENT. This Underwriting Agreement has been, and the applicable
          Terms Agreement as of the date thereof will have been, duly
          authorized, executed and delivered by the Company.

                   (10) AUTHORIZATION OF SECURITIES. The Underwritten Securities
          have been, or as of the date of such Terms Agreement will have been,
          duly authorized by the Company for issuance and sale pursuant to this
          Underwriting Agreement and such Terms Agreement. Such Underwritten
          Securities, when issued and authenticated in the manner provided for
          in the Indenture and delivered against payment of the consideration
          therefor specified in such Terms Agreement, will constitute valid and
          binding obligations of the Company, enforceable against the Company in
          accordance with their terms, except to the extent that enforcement
          thereof may be limited by bankruptcy, insolvency, reorganization,
          moratorium or other similar laws affecting creditors rights generally
          or by general principles of equity (regardless of whether enforcement
          is considered in a proceeding at law or in equity) (the "Bankruptcy
          Exceptions"); such Underwritten Securities will be in the form
          contemplated by, and each registered holder thereof is entitled to the
          benefits of, the Indenture.

                                       6


                   (11) AUTHORIZATION OF THE INDENTURE. The Indenture has been
          duly authorized, executed and delivered by the Company and constitutes
          a valid and binding agreement of the Company, enforceable against the
          Company in accordance with its terms except to the extent that
          enforcement thereof may be limited by the Bankruptcy Exceptions; and
          the Indenture will conform in all material respects to all statements
          relating thereto contained in the Prospectus.

                   (12) DESCRIPTIONS OF THE UNDERWRITTEN SECURITIES. The
          Underwritten Securities being sold pursuant to the applicable Terms
          Agreement and the Indenture, as of each Representation Date, will
          conform in all material respects to all statements relating thereto
          contained in the Prospectus and will be in substantially the form
          filed or incorporated by reference, as the case may be, as an exhibit
          to the Registration Statement.

                   (13) ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company
          nor any of its Subsidiaries is in violation of its charter or by-laws
          or other documents of organization, and none of the Company or any of
          its Subsidiaries is in default in the performance or observance of any
          material obligation, agreement, covenant or condition contained in any
          contract, indenture, mortgage, loan agreement, note, lease or other
          instrument to which the Company or any of its Subsidiaries is a party
          or by which it or any of them may be bound, or to which any of the
          property or assets of the Company or any of its Subsidiaries is
          subject; the execution, delivery and performance of this Underwriting
          Agreement, the applicable Terms Agreement and the Indenture and the
          consummation of the transactions contemplated herein and in the
          Registration Statement and the Prospectus (including the use of the
          proceeds from the sale of the Underwritten Securities as described
          under the caption "Use of Proceeds") have been duly authorized by all
          necessary corporate action by the Company and will not conflict with
          or constitute a breach of, or default or Repayment Event (as defined
          below) under, or result in the creation or imposition of any lien,
          charge or encumbrance upon any property or assets of the Company or
          any of its Subsidiaries pursuant to the terms of, any contract,
          indenture, mortgage, loan agreement, note, lease or other agreement or
          other instrument to which the Company or any of its Subsidiaries is a
          party or by which the Company or any of them may be bound, or to which
          any property or assets of the Company or any of its Subsidiaries is
          subject; nor will such action result in any violation of the
          provisions of the charter or by-laws of the Company or any of its
          Subsidiaries or any applicable law, rule, regulation, judgment, order,
          or administrative or court decree; nor will such action conflict with
          or have an adverse effect on any of the certificates, authorities,
          licenses or permits of the Company or any of its Subsidiaries that
          enable them to carry on the business and operations now operated by
          them and which are material to the business of the Company and its
          Subsidiaries considered as one enterprise. As used herein, a
          "Repayment Event" means any event or condition which gives the holder
          of any note, debenture or other evidence of indebtedness (or any
          person acting on such holder's behalf) the right to require the
          repurchase, redemption or repayment of all or a portion of such
          indebtedness by the Company or any of its Subsidiaries.

                   (14) ABSENCE OF LABOR DISPUTE. No labor dispute with the
          employees of the Company or any of its Subsidiaries exists or, to the
          knowledge of the Company, is

                                       7


          imminent which would materially adversely effect the business
          operations of the Company and its Subsidiaries considered as one
          enterprise.

                   (15) ABSENCE OF PROCEEDINGS. There is no action, suit or
          proceeding before or by any court or governmental agency or body,
          domestic or foreign, now pending, or, to the knowledge of the Company,
          threatened, against or affecting the Company or any of its
          Subsidiaries which is required to be disclosed in or incorporated by
          reference into the Registration Statement or, except, in the case of
          (A) and (B) below, as disclosed in the Prospectus, which might (A)
          result in any material adverse change in the condition, financial or
          otherwise, or in the earnings, business affairs or business prospects
          of the Company and its consolidated subsidiaries considered as one
          enterprise, (B) materially and adversely affect the properties or
          assets of the Company and its consolidated subsidiaries considered as
          one enterprise, or (C) materially and adversely affect the
          consummation of the transactions contemplated by this Underwriting
          Agreement, the applicable Terms Agreement or the Indenture; all
          pending legal or governmental proceedings to which the Company or any
          of its consolidated subsidiaries is a party or of which any of their
          respective properties or assets are the subject which are not
          described in or incorporated by reference into the Registration
          Statement and the Prospectus, including ordinary routine litigation
          incidental to the business, are, considered in the aggregate, not
          material to the Company and its consolidated subsidiaries considered
          as one enterprise; and there are no contracts or documents of the
          Company or any of its consolidated subsidiaries which are required to
          be filed or incorporated by reference as exhibits to the Registration
          Statement by the 1933 Act or by the 1933 Act Regulations which have
          not been so filed or incorporated by reference.

                   (16) ACCURACY OF EXHIBITS. There are no contracts or
          documents which are required to be described in the Registration
          Statement, the Prospectus or the documents incorporated by reference
          therein which have not been so described as required.

                   (17) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or
          authorization, approval, consent, license, order, registration,
          qualification or decree of, any court or governmental authority or
          agency, domestic or foreign, is necessary or required for the due
          authorization, execution and delivery by the Company of this
          Underwriting Agreement or the applicable Terms Agreement or for the
          performance by the Company of the transactions contemplated under the
          Prospectus, this Underwriting Agreement, such Terms Agreement or the
          Indenture, except such as have been made or obtained under the 1933
          Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations,
          the 1939 Act and the 1939 Act Regulations or as may be required under
          state securities laws.

                   (18) POSSESSION OF INTELLECTUAL PROPERTY. The Company and its
          Subsidiaries own or possess, or can acquire on reasonable terms, the
          patents, patent rights, licenses, inventions, copyrights, know-how
          (including trade secrets and other unpatented and/or unpatentable
          proprietary or confidential information), systems or procedures,
          trademarks, service marks and trade names currently employed by them
          in connection with the business now operated by them, and neither the
          Company nor any of its Subsidiaries has received any notice of or
          conflict with asserted rights of others with respect to any of the

                                       8


          foregoing which, singly or in the aggregate, if the subject of an
          unfavorable decision, ruling or finding, would result in any material
          adverse change in the condition, financial or otherwise, or in the
          earnings, business affairs or business prospects of the Company and
          its Subsidiaries considered as one enterprise.

                   (19) POSSESSION OF LICENSES AND PERMITS. The Company and its
          Subsidiaries possess such certificates, authorities, licenses or
          permits issued by the appropriate local, state, federal or foreign
          regulatory agencies or bodies necessary to conduct the business now
          operated by them, except as disclosed in the Registration Statement or
          the documents incorporated by reference therein; none of the Company
          or any of its Subsidiaries has received any notice of proceedings
          relating to the revocation or modification of any such certificate,
          authority, license or permit which, singly or in the aggregate, if the
          subject of any unfavorable decision, ruling or finding, would
          materially and adversely affect the condition, financial or otherwise,
          or the earnings, business affairs or business prospects of the Company
          and its consolidated subsidiaries considered as one enterprise.

                   (20) TITLE TO PROPERTY. The Company and its Subsidiaries have
          good and marketable title to all real property owned by the Company
          and its Subsidiaries and good title to all other properties owned by
          them that are material to the business of the Company and its
          consolidated subsidiaries considered as one enterprise, in each case,
          free and clear of all mortgages, pledges, liens, security interests,
          claims, restrictions or encumbrances of any kind, except (A) as
          otherwise stated in the Registration Statement and the Prospectus or
          (B) those which do not, singly or in the aggregate, materially affect
          the value of such property and do not interfere with the use made and
          proposed to be made of such property by the Company or any of its
          Subsidiaries. All of the leases and subleases material to the business
          of the Company and its Subsidiaries considered as one enterprise, and
          under which the Company or any of its Subsidiaries holds properties
          described in the Prospectus, are in full force and effect, and neither
          the Company nor any of its Subsidiaries has received any notice of any
          material claim of any sort that has been asserted by anyone adverse to
          the rights of the Company or any of its Subsidiaries under any of the
          leases or subleases mentioned above, or affecting or questioning the
          rights of the Company or such Subsidiary of the continued possession
          of the leased or subleased premises under any such lease or sublease.

                   (21) COMMODITY EXCHANGE ACT. The Underwritten Securities,
          upon issuance, will be excluded or exempted under, or beyond the
          purview of, the Commodity Exchange Act, as amended (the "Commodity
          Exchange Act"), and the rules and regulations of the Commodity Futures
          Trading Commission under the Commodity Exchange Act (the "Commodity
          Exchange Act Regulations").

                   (22) INVESTMENT COMPANY ACT. The Company is not, and upon the
          issuance and sale of the Underwritten Securities as herein
          contemplated and the application of the net proceeds therefrom as
          described in the Prospectus will not be, an "investment company" or a
          company "controlled" by an investment company within the meaning of
          the Investment Company Act of 1940, as amended (the "1940 Act").

                                       9


                   (23) ENVIRONMENTAL LAWS. To the best of the Company's
          knowledge and except as otherwise stated in the Registration Statement
          and the Prospectus and except as would not, singly or in the
          aggregate, materially adversely affect the business operations of the
          Company and its consolidated subsidiaries considered as one
          enterprise, (A) neither the Company nor any of its Subsidiaries is in
          violation of any federal, state, local or foreign statute, law, rule,
          regulation, ordinance, code, policy or rule of common law or any
          judicial or administrative interpretation thereof including any
          judicial or administrative order, consent, decree or judgment,
          relating to pollution, the environment, wildlife or to the use,
          storage, disposal, transport or handling of hazardous materials
          (collectively, "Environmental Laws"), (B) the Company and its
          Subsidiaries have all permits, authorizations and approvals required
          under any applicable Environmental Laws and are each in compliance
          with their requirements, (C) there are no pending or threatened
          administrative, regulatory or judicial actions, suits, demands, demand
          letters, claims, liens, notices of noncompliance or violation,
          investigation or proceedings relating to any Environmental Law against
          the Company or any of its Subsidiaries and (D) there are no events or
          circumstances that might reasonably be expected to form the basis of
          an order for clean-up or remediation, or an action, suit or proceeding
          by any private party or governmental body or agency, against or
          affecting the Company or any of its Subsidiaries relating to any
          Environmental Laws.

                   (24) STABILIZATION. The Company has not taken and will not
          take, directly or indirectly, any action designed to, or that might be
          reasonably expected to, cause or result in stabilization or
          manipulation of the price of the Underwritten Securities. There are no
          contracts, agreements or understandings between the Company and any
          person granting such person the right to require the Company to file a
          registration statement under the 1933 Act with respect to any
          Underwritten Securities or securities similar to the Underwritten
          Securities of the Company owned or to be owned by such person or to
          require the Company to include such securities in the securities
          registered pursuant to the Registration Statement or in any securities
          being registered pursuant to any other registration statement filed by
          the Company under the 1933 Act.

          (b) OFFICERS' CERTIFICATES. Any certificate signed by any officer of
the Company or any of its subsidiaries and delivered to any Underwriter or to
counsel for the Underwriters in connection with the offering of the Underwritten
Securities shall be deemed a representation and warranty by the Company to each
Underwriter as to the matters covered thereby on the date of such certificate
and, unless subsequently amended or supplemented, at each Representation Date
subsequent thereto.

SECTION 2.        SALE AND DELIVERY TO UNDERWRITERS; CLOSING.

          (a) UNDERWRITTEN SECURITIES. The several commitments of the
Underwriters to purchase the Underwritten Securities pursuant to the applicable
Terms Agreement shall be deemed to have been made on the basis of the
representations, warranties and agreements herein contained and shall be subject
to the terms and conditions herein set forth.

          (b) OPTION UNDERWRITTEN SECURITIES. Subject to the terms and
conditions herein set forth, the Company may grant, if so provided in the
applicable Terms Agreement, an option to the

                                       10


Underwriters, severally and not jointly, to purchase up to the number or
aggregate principal amount, as the case may be, of the Option Underwritten
Securities set forth therein at a price per Option Underwritten Security equal
to the price per Initial Underwritten Security, less an amount equal to any
dividends or distributions declared by the Company and paid or payable on the
Initial Underwritten Securities but not payable on the Option Underwritten
Securities. Such option, if granted, will expire 30 days after the date of such
Terms Agreement, and may be exercised in whole or in part from time to time only
for the purpose of covering over-allotments which may be made in connection with
the offering and distribution of the Initial Underwritten Securities upon notice
by the Representatives to the Company setting forth the number or aggregate
principal amount, as the case may be, of Option Underwritten Securities as to
which the several Underwriters are then exercising the option and the time, date
and place of payment and delivery for such Option Underwritten Securities. Any
such time and date of payment and delivery (each, a "Date of Delivery") shall be
determined by the Representatives, but shall not be later than seven full
business days after the exercise of said option, nor in any event prior to the
Closing Time, unless otherwise agreed upon by the Representatives and the
Company. If the option is exercised as to all or any portion of the Option
Underwritten Securities, each of the Underwriters, severally and not jointly,
will purchase that proportion of the total number or aggregate principal amount,
as the case may be, of Option Underwritten Securities then being purchased which
the number or aggregate principal amount, as the case may be, of Initial
Underwritten Securities each such Underwriter has severally agreed to purchase
as set forth in such Terms Agreement bears to the total number or aggregate
principal amount, as the case may be, of Initial Underwritten Securities,
subject to such adjustments as the Representatives in their discretion shall
make to eliminate any sales or purchases of a fractional number or aggregate
principal amount, as the case may be, of Option Underwritten Securities.

          (c) PAYMENT. Payment of the purchase price for, and delivery of, the
Initial Underwritten Securities shall be made at the offices of Sidley Austin
Brown & Wood, Bank One Plaza, 10 S. Dearborn Street, Chicago, Illinois 60603, or
at such other place as shall be agreed upon by the Representatives and the
Company, at 10:00 A.M. (Chicago time) on the third business day after the date
of the applicable Terms Agreement (unless postponed in accordance with the
provisions of Section 10 hereof), or such other time not later than ten business
days after such date as shall be agreed upon by the Representatives and the
Company (such time and date of payment and delivery being herein called "Closing
Time"). In addition, in the event that the Underwriters have exercised their
option, if any, to purchase any or all of the Option Underwritten Securities,
payment of the purchase price for, and delivery of such Option Underwritten
Securities, shall be made at the above-mentioned offices of Sidley Austin Brown
& Wood, or at such other place as shall be agreed upon by the Representatives
and the Company, on the relevant Date of Delivery as specified in the notice
from the Representatives to the Company.

         Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Representatives for the respective accounts of the Underwriters of the
Underwritten Securities to be purchased by them. It is understood that each
Underwriter has authorized the Representatives for their account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Underwritten Securities which it has severally agreed to purchase. The
Representatives individually and not as representative of the Underwriters, may
(but shall not be obligated to) make payment of the purchase price for the
Underwritten Securities to be purchased by any Underwriter whose funds

                                       11


have not been received by the Closing Time or the relevant Date of Delivery, as
the case may be, but such payment shall not relieve such Underwriter from its
obligations hereunder.

          (d) DENOMINATIONS; REGISTRATION. Certificates for the Underwritten
Securities shall be in such denominations and registered in such names as the
Representatives may request in writing at least one full business day prior to
the Closing Time or the relevant Date of Delivery, as the case may be. The
certificates for the Underwritten Securities will be made available for
examination and packaging by the Representatives in The City of New York not
later than 10:00 A.M. (Eastern time) on the last business day prior to the
Closing Time or the relevant Date of Delivery, as the case may be.

          SECTION 3. COVENANTS OF THE COMPANY. The Company covenants with each
of the Underwriter participating in the offering of Underwritten Securities, as
follows:

          (a) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION REQUESTS.
The Company, subject to Section 3(b), will comply with the requirements of Rule
430A of the 1933 Act Regulations and/or Rule 434 of the 1933 Act Regulations, if
and as applicable, and will notify the Representatives immediately, and confirm
the notice in writing, of (i) the effectiveness of any post-effective amendment
to the Registration Statement or the filing of any supplement or amendment to
the Prospectus, (ii) the receipt of any comments from the Commission, (iii) any
request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectus or for additional information, and
(iv) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the Underwritten Securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceedings for any of
such purposes. The Company will promptly effect the filings necessary pursuant
to Rule 424 and will take such steps as it deems necessary to ascertain promptly
whether the Prospectus transmitted for filing under Rule 424 was received for
filing by the Commission and, in the event that it was not, it will promptly
file the Prospectus. The Company will make every reasonable effort to prevent
the issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.

          (b) FILING OF AMENDMENTS. The Company will give the Representatives
notice of its intention to file or prepare any amendment to the Registration
Statement (including any filing under Rule 462(b) of the 1933 Act Regulations),
any Term Sheet or any amendment, supplement or revision to either the prospectus
included in the Registration Statement at the time it became effective or to the
Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will
furnish the Representatives with copies of any such documents a reasonable
amount of time prior to such proposed filing or use, as the case may be, and
will not file or use any such document to which the Representatives or counsel
for the Underwriters shall reasonably object.

          (c) DELIVERY OF REGISTRATION STATEMENTS. The Company has furnished or
will deliver to the Representatives and counsel for the Underwriters, without
charge, signed copies of the Registration Statement as originally filed and of
each amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated by
reference therein) and as many signed copies of all consents and certificates of
experts as the Representatives have requested or shall reasonably request, and
will also deliver to

                                       12


the Representatives without charge, a conformed copy of the Registration
Statement as originally filed and of each amendment thereto (without exhibits)
for each of the Underwriters. The Registration Statement and each amendment
thereto furnished to the Underwriters will be identical to any electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.

          (d) DELIVERY OF PROSPECTUSES. The Company will deliver to each
Underwriter, without charge, as many copies of each preliminary prospectus as
such Underwriter may reasonably request, and the Company hereby consents to the
use of such copies for purposes permitted by the 1933 Act. The Company will
furnish to each Underwriter, without charge, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such
number of copies of the Prospectus as such Underwriter may reasonably request.
The Prospectus and any amendments or supplements thereto furnished to the
Underwriters will be identical to any electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T.

          (e) CONTINUED COMPLIANCE WITH SECURITIES LAWS. The Company will comply
with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act
Regulations so as to permit the completion of the distribution of the
Underwritten Securities as contemplated in this Underwriting Agreement and the
applicable Terms Agreement and in the Registration Statement and the Prospectus.
If at any time when the Prospectus is required by the 1933 Act or the 1934 Act
to be delivered in connection with sales of the Securities, any event shall
occur or condition shall exist as a result of which it is necessary, in the
opinion of counsel for the Underwriters or for the Company, to amend the
Registration Statement in order that the Registration Statement will not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
or to amend or supplement the Prospectus in order that the Prospectus will not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances existing at the time it is delivered to a purchaser, or if it
shall be necessary, in the opinion of such counsel, at any such time to amend
the Registration Statement or amend or supplement the Prospectus in order to
comply with the requirements of the 1933 Act or the 1933 Act Regulations, the
Company will promptly prepare and file with the Commission, subject to Section
3(b), such amendment or supplement as may be necessary to correct such statement
or omission or to make the Registration Statement or the Prospectus comply with
such requirements, and the Company will furnish to the Underwriters, without
charge, such number of copies of such amendment or supplement as the
Underwriters may reasonably request.

          (f) BLUE SKY QUALIFICATIONS. The Company will use its best efforts, in
cooperation with the Underwriters, to qualify the Underwritten Securities for
offering and sale under the applicable securities laws of such states and other
jurisdictions (domestic or foreign) as the Representatives may designate and to
maintain such qualifications in effect for a period of not less than one year
from the date of the applicable Terms Agreement; provided, however, that the
Company shall not be obligated to file any general consent to service of process
or to qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to subject itself to taxation in
respect of doing business in any jurisdiction in which it is not otherwise so
subject. In each jurisdiction in which the Underwritten Securities have been so

                                       13


qualified, the Company will file such statements and reports as may be required
by the laws of such jurisdiction to continue such qualification in effect for a
period of not less than one year from the date of such Terms Agreement.

          (g) EARNINGS STATEMENT. The Company will timely file such reports
pursuant to the 1934 Act as are necessary in order to make generally available
to its securityholders as soon as practicable an earnings statement for the
purposes of, and to provide the benefits contemplated by, the last paragraph of
Section 11(a) of the 1933 Act.

          (h) USE OF PROCEEDS. The Company will use the net proceeds received by
it from the sale of the Underwritten Securities in the manner specified in the
Prospectus under "Use of Proceeds".

          (i) LISTING. The Company will use its best efforts to effect the
listing of the Underwritten Securities, prior to the Closing Time, on any
national securities exchange or quotation system if and as specified in the
applicable Terms Agreement.

          (j) RESTRICTION ON SALE OF SECURITIES. Between the date of the
applicable Terms Agreement and the Closing Time or such other date specified in
such Terms Agreement, the Company and its Subsidiaries will not, without the
prior written consent of the Representatives directly or indirectly, issue,
sell, offer or contract to sell, grant any option for the sale or purchase of,
or otherwise dispose of, any debt securities; provided, however, that this
Section 3(j) shall not be applicable to borrowings under any unsecured revolving
credit agreement between the Company or any of its Subsidiaries, on the one
hand, and one or more banks, on the other hand.

          (k) REPORTING REQUIREMENTS. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will
file all documents required to be filed with the Commission pursuant to the 1934
Act within the time periods required by the 1934 Act and the 1934 Act
Regulations.

          SECTION 4. PAYMENT OF EXPENSES. (a) EXPENSES. The Company will pay all
expenses incident to the performance of its obligations under this Underwriting
Agreement and the applicable Terms Agreement, including (i) the printing and
filing of the Registration Statement as originally filed and of each amendment
thereto, (ii) the printing of this Underwriting Agreement, any Terms Agreement,
any Agreement among Underwriters, the Indenture and such other documents as may
be required in connection with the offering, purchase, sale, issuance or
delivery of the Underwritten Securities, (iii) the preparation, issuance and
delivery of the certificates for the Underwritten Securities to the
Underwriters, including any transfer taxes and any stamp or other duties payable
upon the sale, issuance or delivery of such securities to the Underwriter, (iv)
the fees and disbursements of the Company's counsel and accountants, (v) the
qualification of the Underwritten Securities under state securities laws in
accordance with the provisions of Section 3(f) hereof, including filing fees and
the reasonable fees and disbursements of counsel for the Underwriters in
connection therewith and in connection with the preparation of the Blue Sky
Surveys and any legal investment survey, (vi) the printing and delivery to the
Underwriters of copies of the Registration Statement as originally filed and of
each amendment thereto, of each preliminary prospectus, any Term Sheet, and the
Prospectus and any amendments or supplements thereto, (vii) the fees charged by
nationally recognized statistical

                                       14


rating organizations for the rating of the Underwritten Securities, (viii) the
fees and expenses incurred with respect to any listing of the Underwritten
Securities, (ix) the filing fees incident to, and the reasonable fees and
disbursements of counsel to the Underwriters in connection with, the review, if
any, by the National Association of Securities Dealers, Inc. (the "NASD") of the
terms of the sale of the Underwritten Securities, and (x) the fees and expenses
of any Underwriter acting in the capacity of a "qualified independent
underwriter" (as defined in Rule 2720(b)(15) of the NASD Conduct Rules), if
applicable.

          (b) TERMINATION OF AGREEMENT. If the applicable Terms Agreement is
terminated by the Representatives in accordance with the provisions of Section 5
or Section 9(b)(i) hereof, the Company shall reimburse the Underwriters for all
of their out-of-pocket expenses, including the reasonable fees and disbursements
of counsel for the Underwriters.

          SECTION 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of
the Underwriters to purchase and pay for the Underwritten Securities pursuant to
the applicable Terms Agreement are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company or any of its subsidiaries
delivered pursuant to the provisions hereof, to the performance by the Company
of its covenants and other obligations hereunder, and to the following further
conditions:

          (a) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration
Statement, including any Rule 462(b) Registration Statement, has become
effective under the 1933 Act and no stop order suspending the effectiveness of
the Registration Statement shall have been issued under the 1933 Act and no
proceedings for that purpose shall have been instituted or be pending or
threatened by the Commission, and any request on the part of the Commission for
additional information shall have been complied with to the reasonable
satisfaction of counsel to the Underwriters. A prospectus containing information
relating to the description of the Underwritten Securities, the specific method
of distribution and similar matters shall have been filed with the Commission in
accordance with Rule 424(b)(1), (2), (3), (4) or (5), as applicable (or any
required post-effective amendment providing such information shall have been
filed and declared effective in accordance with the requirements of Rule 430A),
or, if the Company has elected to rely upon Rule 434 of the 1933 Act
Regulations, a Term Sheet including the Rule 434 Information shall have been
filed with the Commission in accordance with Rule 424(b)(7).

          (b) OPINION OF COUNSEL FOR COMPANY. At Closing Time, the Underwriters
shall have received the opinion, dated as of Closing Time, of each of Sidley
Austin Brown & Wood and Holland & Knight, each counsel for the Company, in form
and substance satisfactory to counsel for the Underwriters, together with signed
or reproduced copies of such letter for each of the other Underwriters, to the
effect set forth in Exhibits B and C hereto, respectively, and to such further
effect as counsel to the Underwriters may reasonably request.

          (c) OPINION OF COUNSEL FOR UNDERWRITERS. At Closing Time, the
Representatives shall have received the opinion, dated as of Closing Time, of
Mayer, Brown, Rowe & Maw, counsel for the Underwriters, together with signed or
reproduced copies of such letter for each of the other Underwriters, with
respect to the matters set forth in (1) (as to the Company's existence and good
standing), (2), (6) to (10), (16), (17), (20) and the third from last paragraph
of Exhibit B hereto. In giving such opinion, such counsel may rely, as to all
matters governed by the laws

                                       15


of jurisdictions other than the law of the State of New York, the federal law of
the United States and the General Corporation Law of the State of Delaware, upon
the opinions of counsel satisfactory to the Representatives. Such counsel may
also state that, insofar as such opinion involves factual matters, they have
relied, to the extent they deem proper, upon certificates of officers of the
Company and its subsidiaries and certificates of public officials.

          (d) ABSENCE OF MATERIAL ADVERSE CHANGES; OFFICERS' CERTIFICATE. At
Closing Time, there shall not have been, since the date of the applicable Terms
Agreement or since the respective dates as of which information is given in the
Prospectus, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, and the Representatives shall have
received a certificate of the Chairman, President or Vice President-Finance of
the Company and of the Controller or Treasurer of the Company, dated as of
Closing Time, to the effect that (i) there has been no such material adverse
change with respect to the Company and its consolidated subsidiaries considered
as one enterprise, (ii) the representations and warranties in Section 1(a) are
true and correct with the same force and effect as though expressly made at and
as of the Closing Time, (iii) the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or prior to
the Closing Time, and (iv) no stop order suspending the effectiveness of the
Registration Statement has been received by the Company or, to the Company's
knowledge, issued and, to the Company's knowledge, no proceedings for that
purpose have been initiated or threatened by the Commission.

          (e) ACCOUNTANT'S COMFORT LETTER. At the time of the execution of the
applicable Terms Agreement, the Representatives shall have received from
PricewaterhouseCoopers LLP a letter dated such date, in form and substance
satisfactory to the Representatives together with signed or reproduced copies of
such letter for each of the other Underwriters, containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information contained in the Registration Statement and the Prospectus.

          (f) BRING-DOWN COMFORT LETTER. At Closing Time, the Representatives
shall have received from PricewaterhouseCoopers LLP a letter, dated as of
Closing Time, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (e) of this Section 5, except that the
specified date referred to shall be a date not more than three business days
prior to the Closing Time.

          (g) RATINGS. At Closing Time and at any relevant Date of Delivery, the
Underwritten Securities shall have the ratings accorded by any "nationally
recognized statistical rating organization," as defined by the Commission for
purposes of Rule 436(g)(2) of the 1933 Act Regulations (a "NRSRO"), if and as
specified in the applicable Terms Agreement, or shall have ratings higher than
those specified in the applicable Terms Agreement.

          (h) APPROVAL OF LISTING. At Closing Time, the Underwritten Securities
shall have been approved for listing, subject only to official notice of
issuance, if and as specified in the applicable Terms Agreement.

                                       16


          (i) NO OBJECTION. If the Registration Statement or an offering of
Underwritten Securities has been filed with the NASD for review, the NASD shall
not have raised any objection that remains unresolved at Closing Time with
respect to the fairness and reasonableness of the underwriting terms and
arrangements.

          (j) LOCK-UP AGREEMENTS. On the date of the applicable Terms Agreement,
the Representatives shall have received, in form and substance satisfactory to
it, each lock-up agreement, if any, specified in such Terms Agreement as being
required to be delivered by the persons listed therein.

          (k) OVER-ALLOTMENT OPTION. In the event that the Underwriters are
granted an over-allotment option by the Company in the applicable Terms
Agreement and the Underwriters exercise their option to purchase all or any
portion of the Option Underwritten Securities, the representations and
warranties of the Company contained herein and the statements in any
certificates furnished by the Company or any of its subsidiaries hereunder shall
be true and correct as of each Date of Delivery, and, at the relevant Date of
Delivery, the Representatives shall have received:

                   (1) A certificate, dated such Date of Delivery, of the
          Chairman, President or Vice President-Finance of the Company and the
          Controller or Treasurer of the Company, confirming that the
          certificate delivered at the Closing Time pursuant to Section 5(d)
          hereof remains true and correct as of such Date of Delivery.

                   (2) The opinion of each of Sidley Austin Brown & Wood and
          Holland & Knight, each counsel for the Company, in form and substance
          satisfactory to counsel for the Underwriters, dated such Date of
          Delivery, relating to the Option Underwritten Securities and otherwise
          to the same effect as the opinions required by Section 5(b) hereof.

                   (3) The favorable opinion of Mayer, Brown, Rowe & Maw,
          counsel for the Underwriters, dated such Date of Delivery, relating to
          the Option Underwritten Securities and otherwise to the same effect as
          the opinion required by Section 5(c) hereof.

                   (4) A letter from PricewaterhouseCoopers LLP, in form and
          substance satisfactory to the Representatives and dated such Date of
          Delivery, substantially in the same form and substance as the letter
          furnished to the Representatives pursuant to Section 5(f) hereof,
          except that the "specified date" on the letter furnished pursuant to
          this paragraph shall be a date not more than three business days prior
          to such Date of Delivery.

                   (5) Since the time of execution of such Terms Agreement,
          there shall not have occurred a downgrading in, or withdrawal of, the
          rating assigned to the Underwritten Securities or any of the Company's
          other securities by any such rating organization, and no such rating
          organization shall have publicly announced that it has under
          surveillance or review with possible negative implications its rating
          of the Underwritten Securities or any of the Company's other
          securities.

          (l) ADDITIONAL DOCUMENTS. At Closing Time and at each Date of
Delivery, counsel for the Underwriters shall have been furnished with such
documents and opinions as they may

                                       17


reasonably require for the purpose of enabling them to pass upon the issuance
and sale of the Underwritten Securities as herein contemplated, or in order to
evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the
Underwritten Securities as herein contemplated shall be satisfactory in form and
substance to the Representatives and counsel for the Underwriters.

          (m) TERMINATION OF TERMS AGREEMENT. If any condition specified in this
Section 5 shall not have been fulfilled when and as required to be fulfilled,
the applicable Terms Agreement (or, with respect to the Underwriters' exercise
of any applicable over-allotment option for the purchase of Option Underwritten
Securities on a Date of Delivery after the Closing Time, the obligations of the
Underwriters to purchase the Option Underwritten Securities on such Date of
Delivery) may be terminated by the Representatives by notice to the Company at
any time at or prior to the Closing Time (or such Date of Delivery, as
applicable), and such termination shall be without liability of any party to any
other party except as provided in Section 4 and except that Sections 1, 6, 7 and
8 shall survive any such termination and remain in full force and effect.

          SECTION 6. INDEMNIFICATION.

          (a) INDEMNIFICATION OF UNDERWRITERS. The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

                   (1) against any and all loss, liability, claim, damage and
          expense whatsoever, as incurred, arising out of any untrue statement
          or alleged untrue statement of a material fact contained in the
          Registration Statement (or any amendment thereto), including the Rule
          430A Information and the Rule 434 Information deemed to be part of the
          Registration Statement, if applicable, or the omission or alleged
          omission therefrom of a material fact required to be stated therein or
          necessary to make the statements therein not misleading or arising out
          of any untrue statement or alleged untrue statement of a material fact
          contained in any preliminary prospectus or the Prospectus (or any
          amendment or supplement thereto), or the omission or alleged omission
          therefrom of a material fact necessary in order to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading;

                   (2) against any and all loss, liability, claim, damage and
          expense whatsoever, as incurred, to the extent of the aggregate amount
          paid in settlement of any litigation, or any investigation or
          proceeding by any governmental agency or body, commenced or
          threatened, or any claim whatsoever based upon any such untrue
          statement or omission, or any such alleged untrue statement or
          omission; provided that (subject to Section 6(d) below) any such
          settlement is effected with the written consent of the Company; and

                   (3) against any and all expense whatsoever, as incurred
          (including, subject to Section 6(c) hereof, the fees and disbursements
          of counsel chosen by the Representatives), reasonably incurred in
          investigating, preparing or defending against any litigation, or any
          investigation or proceeding by any governmental agency or body,
          commenced or threatened, or any claim whatsoever based upon any such
          untrue

                                       18


          statement or omission, or any such alleged untrue statement or
          omission, to the extent that any such expense is not paid under (1) or
          (2) above;

provided, however, that (A) this indemnity agreement does not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through the Representatives expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information deemed to be a part thereof, if applicable, or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) and (B) as to any preliminary prospectus, any preliminary prospectus
supplement, the Prospectus or any amendment or supplement thereto, this
indemnity agreement shall not inure to the benefit of any Underwriter on account
of any loss, liability, claim, damage or expense arising from the fact that such
Underwriter sold Underwritten Securities to a person to whom there was not sent
or given, at or prior to the written confirmation of such sale, a copy of the
Prospectus (excluding documents incorporated by reference) or of the Prospectus
(excluding documents incorporated by reference) as then amended or supplemented
in any case where such delivery is required by the 1933 Act if the Company has
previously furnished copies thereof to such Underwriter in the quantities
requested at a reasonable time prior to the delivery of the written confirmation
of such sale and the loss, claim, damage or liability of such Underwriter
results from an untrue statement or omission of a material fact contained in
such preliminary prospectus, preliminary prospectus supplement, Prospectus
(excluding documents incorporated by reference) or amendment or supplement
thereto, which the Company has sustained the burden of proving was corrected in
the Prospectus (excluding documents incorporated by reference) or in the
Prospectus (excluding documents incorporated by reference) as then amended or
supplemented.

          (b) INDEMNIFICATION OF COMPANY, DIRECTORS AND OFFICERS. Each
Underwriter severally agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information deemed to be a part thereof, if applicable, or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through the Representatives expressly for use
in the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

          (c) ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof and in any event shall not relieve
it from any liability which it may have otherwise than on account of this
indemnity agreement. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party

                                       19


will be entitled to participate therein, and to the extent that it may elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party, provided,
however, that if the defendants (including any impleaded party) in any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel. Upon receipt
of notice from the indemnifying party to such indemnified party of its election
so to assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 6 for any legal fees or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not,
in connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
counsel (plus any local counsel) representing the indemnified parties under
Section 6(a) who are parties to such action); (ii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action; or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party; and except that, if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred to in such clause (i)
or (iii). No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 or Section 7 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

          (d) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time
an indemnified party shall have requested in writing an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(2) effected without its written consent if
(i) such settlement is entered into after the later of (A) 45 days after such
indemnified party has mailed (by registered or certified mail, postage prepaid)
the aforesaid request to each of the Notice Recipients (as defined below) and
(B) if the indemnifying party has not given written notice to such indemnified
party of the receipt by such indemnifying party of the aforesaid request, 30
days after such indemnified party has mailed (by registered or certified mail,
postage prepaid) a second such request to each of the Notice Recipients,
provided that such second request is not mailed prior to the 46th day after the
request referred to in subclause (i)(A) above is mailed, (ii) such indemnifying
party shall have received notice of the terms of such settlement

                                       20


at least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.
Notwithstanding the immediately preceding sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, an indemnifying party shall
not be liable for any settlement of the nature contemplated by Section 6(a)(ii)
effected without its consent if such indemnifying party (i) reimburses such
indemnified party in accordance with such request to the extent it considers
such request to be reasonable and (ii) provides written notice to the
indemnified party substantiating the unpaid balance as unreasonable, in each
case prior to the date of such settlement. The Notice Recipients are the
Chairman and the Assistant General Counsel of the Company. Requests mailed
pursuant to this Section 6(d) shall be mailed to LeRoy T. Carlson, Jr.,
Chairman, United States Cellular Corporation, c/o Telephone and Data Systems,
Inc., 30 North LaSalle, Suite 4000, Chicago, IL 60602, with a copy to Stephen P.
Fitzell, Esq., Assistant General Counsel, United States Cellular Corporation,
c/o Sidley Austin Brown & Wood, 10 South Dearborn, Chicago, IL 60603.

          SECTION 7. CONTRIBUTION. If the indemnification provided for in
Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company, on the one hand, and the Underwriters, on the other hand, from the
offering of the Underwritten Securities pursuant to the applicable Terms
Agreement or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company, on the one hand, and the Underwriters, on the other hand, in
connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

         The relative benefits received by the Company, on the one hand, and the
Underwriters, on the other hand, in connection with the offering of the
Underwritten Securities pursuant to the applicable Terms Agreement shall be
deemed to be in the same respective proportions as the total net proceeds from
the offering of such Underwritten Securities (before deducting expenses)
received by the Company and the total underwriting discount received by the
Underwriters, in each case as set forth on the cover of the Prospectus, or, if
Rule 434 is used, the corresponding location on the Term Sheet bear to the
aggregate initial public offering price of such Underwritten Securities as set
forth on such cover.

         The relative fault of the Company, on the one hand, and the
Underwriters, on the other hand, shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

         The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the

                                       21


Underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this Section 7. The aggregate amount of losses,
liabilities, claims, damages and expenses incurred by an indemnified party and
referred to above in this Section 7 shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in investigating,
preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission.

         Notwithstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Underwritten Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of any such untrue
or alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the number or aggregate principal amount, as the case may be, of
Initial Underwritten Securities set forth opposite their respective names in the
applicable Terms Agreement, and not joint.

          SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties and agreements contained in this
Underwriting Agreement or the applicable Terms Agreement, or contained in
certificates of officers of the Company or any of its subsidiaries submitted
pursuant hereto or thereto shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
controlling person, or by or on behalf of the Company, and shall survive
delivery of and payment for the Underwritten Securities.

          SECTION 9. TERMINATION.

          (a) UNDERWRITING AGREEMENT. This Underwriting Agreement (excluding the
applicable Terms Agreement) may be terminated for any reason at any time by the
Company or by the Representatives upon the giving of 30 days' prior written
notice of such termination to the other party hereto.

          (b) TERMS AGREEMENT. The Representatives may terminate the applicable
Terms Agreement, by notice to the Company, at any time at or prior to the
Closing Time or any relevant Date of Delivery, if (i) there has been, since the
time of execution of such Terms Agreement or

                                       22


since the respective dates as of which information is given in the Prospectus
(exclusive of any supplement thereto, after the date of the applicable Terms
Agreement), any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Company and its consolidated subsidiaries considered as one enterprise, whether
or not arising in the ordinary course of business, or (ii) there has occurred
any material adverse change in the financial markets in the United States or, if
the Underwritten Securities include Debt Securities denominated or payable in,
or indexed to, one or more foreign or composite currencies, in the international
financial markets, or any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the reasonable judgment
of the Representatives impracticable or inadvisable to market the Underwritten
Securities or to enforce contracts for the sale of the Underwritten Securities,
or (iii) trading in any securities of the Company has been suspended or
materially limited by the Commission or the American Stock Exchange, or if
trading generally on the New York Stock Exchange or the American Stock Exchange
or in the Nasdaq National Market has been suspended or materially limited, or
minimum or maximum prices for trading have been fixed, or maximum ranges for
prices have been required, by either of said exchanges or by such system or by
order of the Commission, the NASD or any other governmental authority, or a
material disruption has occurred in commercial banking or securities settlement
or clearance services in the United States, or (iv) a banking moratorium has
been declared by either Federal or New York authorities or, if the Underwritten
Securities include Debt Securities denominated or payable in, or indexed to, one
or more foreign or composite currencies, by the relevant authorities in the
related foreign country or countries, or (v) there has occurred, since the time
of execution of such Terms Agreement, a downgrading in, or withdrawal of, the
rating assigned to the Underwritten Securities or any of the Company's other
securities by a NRSRO, or since the time of execution of such Terms Agreement,
any such NRSRO shall have publicly announced that it has under surveillance or
review with possible negative implications its rating of the Underwritten
Securities or any of the Company's other securities.

          (c) LIABILITIES. If this Underwriting Agreement or the applicable
Terms Agreement is terminated pursuant to this Section 9, such termination shall
be without liability of any party to any other party except as provided in
Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive
such termination and remain in full force and effect.

          SECTION 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS. If one or more
of the Underwriters shall fail at the Closing Time or the relevant Date of
Delivery, as the case may be, to purchase the Underwritten Securities which it
or they are obligated to purchase under the applicable Terms Agreement (the
"Defaulted Securities"), then the Representatives and the Company shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters reasonably acceptable to
the Representatives, to purchase all, but not less than all, of the Defaulted
Securities in such amounts as may be agreed upon and upon the terms herein set
forth; if, however, the Representatives shall not have completed such
arrangements within such 24-hour period, then:

          (a) if the number or aggregate principal amount, as the case may be,
of Defaulted Securities does not exceed 10% of the number or aggregate principal
amount, as the case may be, of Underwritten Securities to be purchased on such
date pursuant to such Terms Agreement, the

                                       23


non-defaulting Underwriters shall be obligated, severally and not jointly, to
purchase the full amount thereof in the proportions that their respective
underwriting obligations under such Terms Agreement bear to the underwriting
obligations of all non-defaulting Underwriters, or

          (b) if the number or aggregate principal amount, as the case may be,
of Defaulted Securities exceeds 10% of the number or aggregate principal amount,
as the case may be, of Underwritten Securities to be purchased on such date
pursuant to such Terms Agreement, such Terms Agreement (or, with respect to the
Underwriters' exercise of any applicable over-allotment option for the purchase
of Option Underwritten Securities on a Date of Delivery after the Closing Time,
the obligations of the Underwriters to purchase, and the Company to sell, such
Option Underwritten Securities on such Date of Delivery) shall terminate without
liability on the part of any non-defaulting Underwriter.

         No action taken pursuant to this Section 10 shall relieve any
defaulting Underwriter from liability in respect of its default.

         In the event of any such default which does not result in (i) a
termination of the applicable Terms Agreement or (ii) in the case of a Date of
Delivery after the Closing Time, a termination of the obligations of the
Underwriters and the Company with respect to the related Option Underwritten
Securities, as the case may be, either the Representatives or the Company shall
have the right to postpone the Closing Time or the relevant Date of Delivery, as
the case may be, for a period not exceeding seven days in order to effect any
required changes in the Registration Statement or the Prospectus or in any other
documents or arrangements.

          SECTION 11. NOTICES. Except as otherwise provided in Section 6(d), all
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Underwriters shall be directed to the
Representatives as follows: Morgan Stanley & Co. Incorporated, Attention:
Michael Fusco, Executive Director, Global Capital Markets, 1585 Broadway, New
York, NY 10036; notices to the Company shall be directed to LeRoy T. Carlson,
Jr., Chairman, United States Cellular Corporation, c/o Telephone and Data
Systems, Inc., 30 North LaSalle, Suite 4000, Chicago, IL 60602, with a copy to
Stephen P. Fitzell, Esq., Assistant General Counsel, United States Cellular
Corporation, c/o Sidley Austin Brown & Wood, 10 South Dearborn, Chicago, IL
60603.

          SECTION 12. PARTIES. This Underwriting Agreement and the applicable
Terms Agreement shall each inure to the benefit of and be binding upon the
Company, the Representatives and, upon execution of such Terms Agreement, any
other Underwriters and their respective successors. Nothing expressed or
mentioned in this Underwriting Agreement or such Terms Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters and the Company and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Underwriting Agreement or such Terms Agreement or
any provision herein or therein contained. This Underwriting Agreement and such
Terms Agreement and all conditions and provisions hereof and thereof are
intended to be for the sole and exclusive benefit of the parties hereto and
thereto and their respective successors, and said controlling persons and
officers and directors

                                       24


and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Underwritten Securities from any
Underwriter shall be deemed to be a successor by reason merely of such purchase.

          SECTION 13. GOVERNING LAW AND TIME. THIS UNDERWRITING AGREEMENT AND
ANY APPLICABLE TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS OTHERWISE SET FORTH HEREIN,
SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

          SECTION 14. EFFECT OF HEADINGS. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

                                       25


         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this Underwriting Agreement, along with all counterparts, will become a binding
agreement between the Representatives and the Company in accordance with its
terms.

                               Very truly yours,

                               UNITED STATES CELLULAR CORPORATION

                               By:     /s/ LeRoy T. Carlson, Jr.
                               Name:   LeRoy T. Carlson, Jr.
                               Title:  Chairman


                               By:    /s/ Kenneth R. Meyers
                               Name:  Kenneth R. Meyers
                               Title: Executive Vice President
                                      (Chief Financial Officer) and Treasurer


CONFIRMED AND ACCEPTED, as of the date first above written:

MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
UBS WARBURG LLC


BY: MORGAN STANLEY & CO. INCORPORATED


By: /s/ Michael Fusco
        Authorized Signatory


Acting on behalf of itself and the other named Underwriters.


                 [Signature Page to the Underwriting Agreement]

EX-4.1

                                                                     EXHIBIT 4.1


                          SECOND SUPPLEMENTAL INDENTURE

         This SECOND SUPPLEMENTAL INDENTURE, dated as of October 31, 2002 (the
"Second Supplemental Indenture"), is entered into by and among United States
Cellular Corporation, a corporation duly organized and existing under the laws
of the State of Delaware (the "Company"), and BNY Midwest Trust Company, an
Illinois trust company, as trustee (the "Trustee").


                              W I T N E S S E T H:

         WHEREAS, the Company and the Trustee are parties to an Indenture, dated
as of June 1, 2002 (the "Indenture"), relating to the issuance from time to time
by the Company of its Securities on terms to be specified at the time of
issuance;

         WHEREAS, Section 9.01 of the Indenture provides that a supplemental
indenture may be entered into by the Company and the Trustee, without the
consent of any Holders of Securities, to establish the form or terms of
securities of any series as permitted by Section 2.01 of the Indenture, add to
the covenants of the Company, add provisions that are not inconsistent with the
other provisions and do not adversely affect the rights of holders of Securities
and to add Events of Default with respect to all or any series of outstanding
Securities;

         WHEREAS, pursuant to Section 9.01(b), (d), (e) and (f) of the
Indenture, this Second Supplemental Indenture does not require the consent of
any holders of Securities; and

         WHEREAS, all things necessary to make this Second Supplemental
Indenture a valid and legally binding agreement of the Company, the Company and
the Trustee and a valid amendment of and supplement to the Indenture have been
done.

         NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the issuance of the Series
of Securities provided for herein, the Company and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective Holders of
the Securities of each such Series as follows:

                                  ARTICLE ONE

                  RELATION TO INDENTURE; DEFINITIONS; RULES OF
                                  CONSTRUCTION

         SECTION 1.1 RELATION TO INDENTURE. This Supplemental Indenture
constitutes an integral part of the Indenture.

         section 1.2 DEFINITIONS. For all purposes of this Supplemental
Indenture, the following terms shall have the respective meanings set forth in
this Section.




         "Assets" means the gross dollar amount of assets, as defined by
generally accepted accounting principles, less accumulated depreciation and
amortization.

         "Capitalized Rent" means the present value (discounted semi-annually at
a discount rate equal to the weighted average rate of interest borne by the
Securities then Outstanding) of the total net amount of rent payable for the
remaining term of any lease of property by the Company (including any period for
which any lease has been extended); PROVIDED, HOWEVER, that no such rental
obligation shall be deemed to be Capitalized Rent unless the lease resulted from
a Sale and Leaseback Transaction. The total net amount of rent payable under any
lease for any period shall be the total amount of the rent payable by the lessee
with respect to such period but shall not include amounts required to be paid on
account of maintenance and repairs, insurance, taxes assessments, water rates,
sewer rates and similar charges.

         "Capital Stock" means and includes any and all shares, interests,
participations or other equivalents (however designated) of ownership in a
corporation or other Person.

         "Consolidated Assets" means the Assets of the Company and its
Subsidiaries determined on a consolidated basis as of the end of the Company's
then most recently reported fiscal year or quarter, as the case may be,
including minority interests in Subsidiaries.

         "Control" means ownership of voting power sufficient to elect a
majority of the directors or other members of the governing body of any Person.

         "Debt" means, with respect to a Person, all obligations of such Person
for borrowed money and all such obligations of any other Person for borrowed
money guaranteed by such Person.

         "Funded Debt" means any Debt maturing by its terms more than one year
from its date of issuance (notwithstanding that any portion of such Debt is
included in current liabilities).

         "Lien" means any mortgage, pledge, security interest, lien, charge or
other encumbrance.

         "property" means any directly-held interest of a Person in any kind of
property or asset whether real, personal or mixed and whether tangible or
intangible, and includes capital stock or other ownership interests or
participations in or indebtedness of a subsidiary or other Person.

         "Sale and Leaseback Transaction" means any arrangement with any Person
other than a Tax Consolidated Subsidiary providing for the leasing (as lessee)
by the Company of any property (except for temporary leases for a term,
including any renewal thereof, of not more than three years (providing that any
such temporary lease may be for a term of up to five years if (a) the Board of
Directors of the Company reasonably finds such term to be in the best interest
of the Company and (b) the primary purpose of the transaction of which such
lease is part is not to provide funds to or financing for the Company)), which
property has been or is to be sold or transferred by the Company (i) to any
subsidiary of the Company in contemplation of or in connection with such
arrangement or (ii) to such other Person.

         "Secured Debt" means Debt of the Company secured by any Lien on
property (including Capital Stock or indebtedness of subsidiaries of the
Company) owned by the Company.


                                       2




         "Tax Consolidated Subsidiary" means a subsidiary of the Company in
respect of which, at the time a Sale and Leaseback Transaction is entered into
by the Company, the Company would be entitled to file a consolidated federal
income tax return.

         Capitalized terms used herein without definition shall have the same
meanings given them in the Indenture.

         SECTION 1.3 RULES OF CONSTRUCTION. For all purposes of this
Supplemental Indenture:


         (a) capitalized terms used herein without definition shall have the
meanings specified in the Indenture;

         (b) all references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture;

         (c) the terms "herein", "hereof', "hereunder" and other words of
similar import refer to this Supplemental Indenture; and

         (d) in the event of a conflict with the definition of terms in the
Indenture, the definitions in this Supplemental Indenture shall control.

                                  ARTICLE TWO

                                 THE SECURITIES

         There is hereby established a Series of Securities pursuant to the
Indenture with the following terms:

         SECTION 2.1 TITLE OF THE SECURITIES. The Series of Securities shall be
designated the 8.75% Senior Notes due 2032 (the "Notes").

         SECTION 2.2 LIMITATION ON AGGREGATE PRINCIPAL AMOUNT. The Notes will be
initially issued in an aggregate principal amount of up to $132,250,000 (except
for Notes authenticated and delivered upon registration of transfer of, in
exchange for or in lieu of other Notes). The aggregate principal amount of Notes
which may be authenticated and delivered shall be limited to $132,250,000.

         section 2.3 FORM AND DATING.


         (a) GENERAL. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $25.00 and integral multiples thereof.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Supplemental Indenture, and the
Company and the Trustee, by their execution and delivery of this Supplemental
Indenture, expressly agree to such terms and


                                       3



provisions and to be bound thereby. However, to the extent any provision of any
Notes conflicts with the express provisions of this Supplemental Indenture, the
provisions of this Supplemental Indenture shall govern and be controlling.

         (b) BOOK-ENTRY PROVISIONS. The Notes shall be issued initially in
global form and the Company hereby designates The Depository Trust Company as
the initial Depositary for the Global Securities. Except as provided in Section
2.11 of the Indenture, owners of beneficial interests in Global Securities will
not be entitled to receive physical delivery of certificated Notes.

         SECTION 2.4 OPTIONAL REDEMPTION. The Notes may be redeemed at the
option of the Company, in whole or in part, at any time on and after November 7,
2007 at a redemption price equal to 100% of the principal amount of the Notes
being redeemed on the redemption date, plus accrued and unpaid interest thereon
to the redemption date. The Company shall mail notice of any redemption at least
30 days but not more than 60 days before the redemption date to each registered
Holder of the Notes to be redeemed. Once notice of redemption is mailed, the
Notes called for redemption will become due and payable on the redemption date
and at the applicable redemption price, plus accrued and unpaid interest to the
redemption date.

                                 ARTICLE THREE

                       ADDITIONAL COVENANTS OF THE COMPANY

         SECTION 3.1 LIMITATIONS ON SECURED DEBT. So long as any of the Notes
remain Outstanding, the Company will not create or incur any Secured Debt
without in any such case effectively providing concurrently with the creation or
incurrence of any such Secured Debt that the Notes then Outstanding (together
with, if the Company shall so determine, any other Debt of or guaranteed by the
Company ranking equally with the Notes and then existing or thereafter created)
shall be secured equally and ratably with (or, at the option of the Company,
prior to) such Secured Debt, unless immediately after the incurrence of such
Secured Debt (and after giving effect to the application of the proceeds, if
any, therefrom), the aggregate principal amount of all Secured Debt, together
with the aggregate amount of Capitalized Rent in respect of Sale and Leaseback
Transactions (other than Sale and Leaseback Transactions described in clauses
(a) to (f), inclusive, of Section 3.2), would not exceed 20% of the Consolidated
Assets; PROVIDED, HOWEVER, that the foregoing restrictions shall not apply to,
and there shall be excluded in computing Secured Debt for the purpose of such
restrictions, Secured Debt secured by:

         (a) Liens on property existing at the time of acquisition of such
property by the Company, or Liens to secure the payment of all or any part of
the purchase price of property acquired or constructed by the Company (including
any improvements to existing property) created at the time of or within 270 days
following the acquisition of such property by the Company, or Liens to secure
any Secured Debt incurred by the Company prior to, at the time of or within 270
days following the acquisition of such property, which Secured Debt is incurred
for the purpose of financing all or any part of the purchase price thereof;
PROVIDED, HOWEVER, that in the case of any such acquisition, the Lien shall not
apply to any property theretofore owned by the Company (including property
transferred by the Company to any subsidiary of the Company in contemplation of
or in connection with the creation of such Lien) or to any property of the


                                       4




Company other than the property so acquired (other than, in the case of
construction or improvement, any theretofore unimproved real property or portion
thereof on which the property so constructed, or improvement, is located);

         (b) Liens on property of a person (i) existing at the time such Person
is merged into or consolidated with the Company or at the time of a sale, lease
or other disposition of the properties of a Person as an entirety or
substantially as an entirety to the Company, (ii) resulting from such merger,
consolidation, sale, lease or disposition by virtue of any Lien on property
granted by the Company prior to such merger, consolidation, sale, lease or
disposition (and not in contemplation thereof or in connection therewith) which
applies to after-acquired property of the Company or (iii) resulting from such
merger, consolidation, sale, lease or disposition pursuant to a Lien or
contractual provision granted or entered into by such Person prior to such
merger, consolidation, sale, lease or disposition (and not at the request of the
Company); PROVIDED, HOWEVER, that any such Lien referred to in clause (i) shall
not apply to any property of the Company other than the property subject
thereto, at the time such Person or properties were acquired and any such Lien
referred to in clause (ii) or (iii) shall not apply to any property of the
Company other than the property so acquired;

         (c) Liens existing on the date of this Supplemental Indenture;

         (d) Liens in favor of a government or governmental entity to secure
partial progress, advance or other payments, or other obligations, pursuant to
any contract or statute or to secure any Debt incurred for the purpose of
financing all or any part of the cost of acquiring, constructing or improving
the property subject to such Liens (including, without limitation, Liens
incurred in connection with pollution control, industrial revenue, private
activity bond or similar financing);

         (e) Liens arising by reason of deposits with, or the giving of any form
of security to, any governmental agency or any body created or approved by law
or governmental regulation, which Lien is required by law or governmental
regulation as a condition to the transaction of any business or the exercise of
any privilege, franchise, license or permit;

         (f) Liens for taxes, assessments or governmental charges or levies not
yet delinquent or governmental charges or levies already delinquent, the
validity of which charge or levy is being contested in good faith and for which
any reserves required in accordance with generally accepted accounting
principles have been established;

         (g) Liens (including judgment liens) arising in connection with legal
proceedings so long as such proceedings are being contested in good faith and,
in the case of judgment liens, execution thereon is stayed and for which any
reserves required in accordance with generally accepted accounting principles
have been established;

         (h) Liens on any equity interests owned by the Company or by any of its
subsidiaries in (i) Rural Cellular Corporation, Vodafone Group plc or any of
their respective successors, or (ii) any other person or persons that are not
directly, or indirectly through one or more intermediaries, controlled by the
Company or by any of its subsidiaries;


                                       5



         (i) Liens upon or in any property or assets now owned or from time to
time hereafter acquired by the Company or any of its subsidiaries related in any
way to the ownership by the Company or by any of its subsidiaries of wireless
telecommunications towers, including, but not limited to, tower structures, land
on which towers are located, other real estate associated with such towers,
leases for towers or for tower sites, subleases, licenses, collocation
arrangements, easements and all other real property and other tangible or
intangible assets related thereto;

         (j) Liens incurred and deposits made in the ordinary course of business
to secure surety and appeal bonds, leases, return-on-money bonds and other
similar obligations, exclusive of obligations for the payment of borrowed money;
and

         (k) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Lien referred to in the
foregoing clauses (a) to (j), inclusive; PROVIDED, HOWEVER, that the principal
amount of Secured Debt secured thereby shall not exceed the principal amount of
Secured Debt secured thereby at the time of such extension, renewal or
replacement, and that such extension, renewal or replacement shall be limited to
all or a part of the property which secured the Lien so extended, renewed or
replaced (plus improvements to such property).

         SECTION 3.2 LIMITATION ON SALE AND LEASEBACK. The Company will not
enter into any Sale and Leaseback Transaction unless immediately thereafter (and
after giving effect to the application of the proceeds, if any, therefrom), the
aggregate amount of Capitalized Rent in respect of Sale and Leaseback
Transactions, together with the aggregate principal amount of all Secured Debt
(other than Secured Debt described in clauses (a) to (k), inclusive, of Section
3.1), would not exceed 20% of Consolidated Assets; PROVIDED, HOWEVER, that the
foregoing restrictions shall not apply to, and there shall be excluded in
computing the aggregate amount of Capitalized Rent for the purpose of such
restrictions, the following Sale and Leaseback Transactions:

         (a) any Sale and Leaseback Transaction entered into to finance the
payment of all or any part of the purchase price of property acquired or
constructed by the Company (including any improvements to existing property) or
entered into prior to, at the time of or within 270 days after the acquisition
or construction of such property, which Sale and Leaseback Transaction is
entered into for the purpose of financing all or part of the purchase or
construction price thereof; PROVIDED, HOWEVER, that in the case of any such
acquisition, such Sale and Leaseback Transaction shall not involve any property
transferred by the Company to a subsidiary of the Company in contemplation of or
in connection with such Sale and Leaseback Transaction or involve any property
of the Company other than the property so acquired (other than, in the case of
construction or improvement, any theretofore unimproved real property or portion
thereof on which the property so constructed, or the improvement, is located);

         (b) any Sale and Leaseback Transaction involving property of a Person
existing at the time such Person is merged into or consolidated with the Company
or at the time of a sale, lease or other disposition of the properties of a
Person as an entirety or substantially as an entirety to the Company;

         (c) any Sale and Leaseback Transaction in which the lessor is a
government or governmental entity and which Sale and Leaseback Transaction is
entered into to secure partial


                                       6



progress, advance or other payments, or other obligations, pursuant to any
contract or statute or to secure any Debt incurred for the purpose of financing
all or any part of the cost of constructing or improving the property subject to
such Sale and Leaseback Transaction (including, without limitation, Sale and
Leaseback Transactions incurred in connection with pollution control, industrial
revenue, private activity bond or similar financing);

         (d) any Sale and Leaseback Transaction involving any property or assets
now owned or from time to time hereafter acquired by the Company or any of its
subsidiaries related in any way to the ownership by the Company or by any of its
subsidiaries of wireless telecommunications towers, including, but not limited
to, tower structures, land on which towers are located, other real estate
associated with such towers, leases for towers or for tower sites, subleases,
licenses, collocation arrangements, easements and all other real property and
other tangible or intangible assets related thereto;

         (e) any Sale and Leaseback Transaction the net proceeds of which are at
least equal to the fair value (as determined by the Board of Directors of the
Company) of the property leased pursuant to such Sale and Leaseback Transaction,
so long as within 270 days of the effective date of such Sale and Leaseback
Transaction, the Company applies (or irrevocably commits to an escrow account
for the purpose or purposes hereinafter mentioned) an amount equal to the net
proceeds of such Sale and Leaseback Transaction to either (x) the purchase of
other property having a fair value at least equal to the fair value of the
property leased in such Sale and Leaseback Transaction and having a similar
utility and function, or (y) the retirement or repayment (other than any
mandatory retirement or repayment at maturity) of (i) Notes, (ii) other Funded
Debt of the Company which ranks prior to or in a parity with the Notes or (iii)
indebtedness of any subsidiary of the Company maturing by its terms more than
one year from its date of issuance (notwithstanding that any portion of such
indebtedness is included in current liabilities) or preferred stock of any
subsidiary of the Company (other than any such indebtedness owed to or preferred
stock owned by the Company or any subsidiary of the Company); PROVIDED, however,
that in lieu of applying an amount equivalent to all or any part of such net
proceeds to such retirement or repayment (or committing such an amount to any
escrow account for such purpose), the Company may deliver to the Trustee
Outstanding Notes and thereby reduce the amount to be applied pursuant to (y) of
this clause (e) by an amount equivalent to the aggregate principal amount of the
Notes so delivered; and

         (f) any Sale and Leaseback Transaction involving the extension, renewal
or replacement (or successive extensions, renewals or replacements) in whole or
in part of a lease pursuant to a Sale and Leaseback Transaction referred to in
the foregoing clauses (a) to (e), inclusive; PROVIDED, HOWEVER, that such lease
extension, renewal or replacement shall be limited to all or any part of the
same property leased under the lease so extended, renewed or replaced (plus
improvements to such property).


                                       7



                                  ARTICLE FOUR

                     ADDITIONAL REMEDIES OF THE TRUSTEE AND
                      SECURITYHOLDERS ON EVENTS OF DEFAULT

         SECTION 4.1 ADDITIONAL EVENTS OF DEFAULT. In addition to the "Events of
Default" provided for in Section 6.01 of the Indenture, the following shall also
constitute "Events of Default" with respect to the Notes as contemplated by
Section 6.01(a)(6) of the Indenture:

                  (i) a default occurs under any instrument (including this
         Indenture) under which there is at the time outstanding, or by which
         there may be secured or evidenced, any indebtedness of the Company for
         money borrowed by the Company (other than non-recourse indebtedness)
         which results in acceleration (whether by declaration or automatically)
         of, or the non payment at maturity (after giving effect to any
         applicable grace period) of, such indebtedness in an aggregate amount
         exceeding 2% of Consolidated Assets, in which case the Company shall
         immediately give notice to the Trustee of such acceleration or
         non-payment and (ii) there shall have been a failure to cure such
         default or to discharge all such defaulted indebtedness within ten days
         after notice thereof to the Company by the Trustee or to the Company
         and the Trustee by the Holders of at least 25% in principal amount of
         the Notes then Outstanding (excluding, if such defaulted indebtedness
         includes the Notes, such Notes) and such acceleration shall not be
         rescinded or annulled; PROVIDED, HOWEVER, that it shall not constitute
         an Event of Default hereunder as long as the Company is contesting any
         such default or acceleration in good faith and by appropriate
         proceedings.

                                  ARTICLE FIVE

                            MISCELLANEOUS PROVISIONS

         SECTION 5.1 RATIFICATION. The Indenture, as supplemented and amended by
this Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed

         SECTION 5.2 GOVERNING LAW. This Second Supplemental Indenture shall be
governed by, and construed and enforced in accordance with, the laws of the
jurisdiction which govern the Indenture and its construction.

         SECTION 5.3 COUNTERPARTS AND METHOD OF EXECUTION. This Second
Supplemental Indenture may be executed in several counterparts, all of which
together shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties have not signed the same counterpart.

         SECTION 5.4 SECTION TITLES. Section titles are for descriptive purposes
only and shall not control or alter the meaning of this Second Supplemental
Indenture as set forth in the text.

         SECTION 5.5 TRUSTEE. The Trustee makes no representations and is not
responsible for the sufficiency, validity or legality of this Second
Supplemental Indenture. The statements herein are deemed to be those of the
Company and not of the Trustee.


                                       8




         IN WITNESS WHEREOF, the Parties hereto have caused this Second
Supplemental Indenture to be duly executed all as of the day and year first
above written.

                              UNITED STATES CELLULAR CORPORATION
                              a Delaware corporation


                              By:     /s/ LeRoy T. Carlson, Jr.
                                      -----------------------------------------
                              Name:   LeRoy T. Carlson, Jr.
                              Title:  Chairman


                              By:     /s/ Kenneth R. Meyers
                                      -----------------------------------------
                              Name:   Kenneth R. Meyers
                              Title:  Executive Vice President - Finance (Chief
                                      Financial Officer) and Treasurer

                              BNY MIDWEST TRUST COMPANY,
                              Trustee, an Illinois Trust Company


                              By:     /s/ Mary Callahan
                                      -----------------------------------------
                              Name:   Mary Callahan
                              Title:  Assistant Vice President


                            SIGNATURE PAGE TO SECOND
                             SUPPLEMENTAL INDENTURE
                                RE: SENIOR NOTES




                   EXHIBIT A TO SECOND SUPPLEMENTAL INDENTURE

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein. Except as otherwise provided in
Section 2.11 of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depository or to a successor
Depository or to a nominee of such successor Depository.

No. _____                                                    CUSIP: __________
                                                              ISIN: __________


                       UNITED STATES CELLULAR CORPORATION


                           8.75% SENIOR NOTES DUE 2032

Principal Amount:                   $_______________

Stated Maturity Date:               November 1, 2032

Original Issue Date:                November 7, 2002

Interest Rate:                      8.75% per annum

      UNITED STATES CELLULAR CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO. or registered assigns, the Principal Amount specified above on the Stated
Maturity Date specified above, and to pay interest on said Principal Amount from
November 7, 2002 at the Interest Rate specified above on February 1, 2003 and
thereafter quarterly on May 1, August 1, November 1 and February 1 of each year
(each an "Interest Payment Date"), until the Principal Amount will have been
paid or duly provided for.

      On an Interest Payment Date, interest will be paid to the persons in whose
names the Notes (as defined below) were registered as of the Record Date (the
"Record Date"). With respect to any Interest Payment Date, while the Notes
remain in the form of a Global Security, the Record Date will be one Business
Day prior to the relevant Interest Payment Date.

      The amount of interest payable for any period will be computed on the
basis of twelve 30-day months and a 360-day year. The amount of interest payable
for any period shorter than a full quarterly interest period will be computed on
the basis of the number of days elapsed in a 90-



day quarter of three 30-day months. If any Interest Payment Date falls on a
Saturday, Sunday, legal holiday or a day on which banking institutions in the
City of New York are authorized by law to close, then payment of interest will
be made on the next succeeding business day and no additional interest will
accrue because of the delayed payment, except that, if such business day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding business day, with the same force and effect as if made on such date.

      Payment of the principal of this Note and the interest thereon will be
made at the office or agency of the Company in the Borough of Manhattan, City
and State of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

      The Notes are issuable only in registered form without coupons in
denominations of $25.00 and any integral multiple thereof.

      The Notes will be redeemable at the option of the Company, in whole or in
part, at any time on and after November 7, 2007, upon not less than 30 nor more
than 60 days notice, at a redemption price equal to 100% of the principal amount
redeemed plus accrued and unpaid interest to the redemption date.

      In case of any partial redemption, selection of the Notes for redemption
will be made by the Trustee on a pro rata basis, by lot or by such other method
as the Trustee in its sole discretion shall deem to be fair and appropriate,
although no Note of $25.00 in principal amount at maturity or less shall be
redeemed in part. If any Note is to be redeemed in part only, the notice of
redemption relating to such Note shall state the portion of the principal amount
thereof to be redeemed. A new Note in principal amount at maturity equal to the
unredeemed portion thereof will be issued in the name of the holder thereof upon
cancellation of the original Note.

      This Note is one of a duly authorized series of Securities of the Company,
issuable in one or more series under and pursuant to an Indenture dated as of
June 1, 2002 duly executed and delivered between the Company and BNY Midwest
Trust Company, as Trustee (herein referred to as the "Trustee"), and have been
designated pursuant to the Second Supplemental Indenture thereto dated October
31, 2002 (such Indenture, as originally executed and delivered and as thereafter
supplemented and amended being herein after referred to as the "Indenture").
Reference is made to the Indenture and all indentures supplemental thereto for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the Notes.
By the terms of the Indenture, Securities are issuable in series which may vary
as to amount, date of maturity, rate of interest and in other respects as in the
Indenture provided. This Note is one of the series of Securities designated on
the face hereof.

      Notes may be exchanged upon presentation thereof at the office or agency
of the Company designated for such purpose, for other Notes of authorized
denominations, and for a like aggregate principal amount, upon payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
all as provided in the Indenture. In respect of any Notes so surrendered for
exchange, the Company will execute, the Trustee will authenticate and such
office or agency will deliver in exchange therefor the Note or Notes of the same
series which the


                                       2


Securityholder making the exchange will be entitled to receive, bearing numbers
not contemporaneously outstanding.

      The Company will keep, or cause to be kept, at its office or agency
designated for such purpose in the Borough of Manhattan, the City and State of
New York, or such other location designated by the Company a register or
registers (herein referred to as the "Note Register") in which, subject to such
reasonable regulations as it may prescribe, the Company will register the Notes
and the transfers of Notes. The registrar for the purpose of registering Notes
and transfer of Notes will initially be the Trustee or such other person as may
be subsequently appointed as authorized by Board Resolution or Company Order
(the "Note Registrar").

      Upon surrender for transfer of any Note at the office or agency of the
Company designated for such purpose in the Borough of Manhattan, the City and
State of New York, or other location as aforesaid, the Company will execute, the
Trustee will authenticate and such office or agency will deliver in the name of
the transferee or transferees a new Note or Notes presented for a like aggregate
principal amount.

      All Notes presented or surrendered for exchange or registration of
transfer will be accompanied (if so required by the Company or the Note
Registrar) by a written instrument or instruments of transfer, in form
satisfactory to the Company or the Note Registrar, duly executed by the
registered holder or by his duly authorized attorney in writing.

      Except as provided in the Indenture, no service charge will be assessed
for any exchange or registration of transfer of Notes, or issue of new Notes in
case of partial redemption, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto as
provided in the Indenture.

      The Company will neither be required (i) to issue, exchange or register
the transfer of any Notes during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of less than all
the outstanding Notes and ending at the close of business on the day of such
mailing, nor (ii) to register the transfer of or exchange any Notes or portions
thereof called for redemption.

      As long as this Note is represented in global form (the "Global Security")
registered in the name of The Depositary Trust Company or its nominee, except as
provided in the Indenture and subject to certain limitations therein set forth,
no Global Security shall be exchangeable or transferable.

      So long as any Notes remain outstanding, the Company agrees to maintain an
office or agency with respect to each such series, which will be in the Borough
of Manhattan, the City and State of New York or at such other location or
locations as may be designated as provided in the Indenture, where (i) Notes may
be presented for payment, (ii) Notes may be presented as for registration of
transfer and exchange, and (iii) notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be given or
served, such designation to continue with respect to such office or agency until
the Company will, by written notice signed by an Authorized Officer and
delivered to the Trustee, designate some other office or agency for such
purposes or any of them. The Company may also from time to time designate


                                       3


one or more other offices or agencies for the foregoing purposes within or
outside the Borough of Manhattan, City of New York, and may from time to time
rescind such designations.

      The Trustee or its agent at its offices in New York, New York will
initially act as Notes Registrar and paying agent for the Notes.

      The Notes are not subject to any sinking fund.

      If an Event of Default (as defined in the Indenture) with respect to the
Notes shall occur and be continuing, the principal plus any accrued interest may
be declared due and payable in the manner and with the effect and subject to the
conditions provided in the Indenture.

      The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note upon compliance by the Company with certain conditions
set forth therein.

      Prior to the due presentment for registration of transfer of any Notes,
the Company, the Trustee, any paying agent and any Note Registrar may deem and
treat the person in whose name such Note will be registered upon the books of
the Company as the absolute owner of such Note (whether or not such Note will be
overdue and notwithstanding any notice of ownership or writing thereon made by
anyone other than the Note Registrar) for the purpose of receiving payment of or
on account of the principal of and premium, if any, and (subject to the
Indenture) interest on such Note and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any Note Registrar will be
affected by any notice to the contrary.

      The Company and the Trustee may execute supplemental indentures without
the consent of any holder of Notes for certain purposes as specified in the
Indenture and with the consent of the holders of not less than a majority in
aggregate principal amount of the Securities for certain other purposes as
specified in the Indenture.

      No recourse will be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.

      THIS NOTE WILL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF
ILLINOIS, AND FOR ALL PURPOSES WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
SUCH STATE, EXCEPT AS MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW.

      All terms used in this Note which are defined in the Indenture will have
the meanings assigned to them in the Indenture.

      This Note will not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon will have been signed by or on behalf of
the Trustee.


                                       4


      IN WITNESS WHEREOF, the Company has caused this Instrument to be executed.

                                   UNITED STATES CELLULAR CORPORATION
                                   a Delaware corporation


                                   By:
                                         ---------------------------------------
                                   Name:  LeRoy T. Carlson, Jr.
                                   Title: Chairman


                                   By:
                                         ---------------------------------------
                                   Name:  Kenneth R. Meyers
                                   Title: Executive Vice President - Finance
                                          (Chief Financial Officer) and
                                          Treasurer



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Securities of the series designated in accordance with,
and referred to in, the within-mentioned Indenture.

Dated:_______________

BNY Midwest Trust Company, as Trustee


By:___________________________
      Authorized Signatory








                                SIGNATURE PAGE TO
                               GLOBAL SECURITY FOR
                                  SENIOR NOTES
                      OF UNITED STATES CELLULAR CORPORATION




                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

I or we assign and transfer this Note to

                     --------------------------------------

                     --------------------------------------
                Insert assignee's Social Security or tax I.D. no.


- ----------------------------------------------------------------------------------------------------------------------
                                (Print or type assignee's name, address and zip code)

- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------

and all rights thereunder and irrevocably appoint

- ----------------------------------------------------------------------------------------------------------------------

agent to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------


Dated:
       -----------------------------------           -----------------------------------------------------------------
                                                               Notice: The signature to this assignment must
                                                            correspond with the name as it appears on the first
                                                                       page of the within Note.

EX-99.1

                                                                    EXHIBIT 99.1


Contact:   Kenneth R. Meyers, Executive Vice President-Finance-U.S. Cellular
           (773) 399-8900 kmeyers@uscellular.com

           Mark A. Steinkrauss, Vice President, Corporate Relations - TDS
           (312) 592-5384  mark.steinkrauss@teldta.com


FOR RELEASE:  IMMEDIATE

                  USM Announces the sale of $115 Million NOTEs

NOVEMBER 1, 2002 - CHICAGO, ILLINOIS - United States Cellular Corporation
[AMEX:USM] announced that it has sold $115 million of 8.75% Senior Notes due
November 7, 2032, plus an option for the underwriters to purchase up to an
additional $17 million of Notes. The Notes will be callable at par beginning on
November 7, 2007. Closing is expected to occur on November 7, 2002.

The Notes have been rated A3 by Moody's, A- by Standard & Poor's, and A- by
Fitch.

The Notes are expected to be listed on the New York Stock Exchange.

USM expects to use the net proceeds of the offering to repurchase a portion of
its outstanding 9% Series A Notes due 2032, resulting in interest savings.

Morgan Stanley, Merrill Lynch & Co. and UBS Warburg were the lead managers for
the debt offering. Wachovia Securities was co-manager for the offering.

Copies of the prospectus supplement and the prospectus may be obtained from the
book-running managers.

USM intends to file a prospectus supplement with the Securities and Exchange
Commission in connection with the offering. The prospectus supplement relates to
the shelf registration statement filed by USM on May 15, 2002 which registered
up to $500 million in debt securities for offer and sale by USM from time to
time. This shelf registration statement was declared effective on May 28, 2002.

The offering is being made only by means of the prospectus. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

Based in Chicago, U.S. Cellular manages and invests in wireless systems
throughout the United States. As of September 30, 2002, U.S. Cellular included
operational systems serving 149 cellular and PCS markets in its consolidated
operations.



All information set forth in this news release, except historical and factual
information, represents forward-looking statements. This includes all statements
about the Company's plans, beliefs, estimates and expectations. These statements
are based on current estimates and projections, which involve certain risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. Important factors that may affect these
forward-looking statements include, but are not limited to: the ability of the
Company to integrate the operations of the Chicago MTA; changes in the overall
economy; changes in competition in the markets in which the Company operates;
advances in telecommunications technology; changes in the telecommunications
regulatory environment; changes in the value of investments; changes in the
capital markets that could restrict the availability of financing; pending and
future litigation; acquisitions/divestitures of properties and/or licenses;
changes in customer growth rates, penetration rates, churn rates, roaming rates
and the mix of products and services offered in the Company's markets. Investors
are encouraged to consider these and other risks and uncertainties that are
discussed in documents filed by the Company with the Securities and Exchange
Commission.

                                       ###

                                        2

EX-99.2

                                                                   EXHIBIT 99.2

                            NOTE REPURCHASE AGREEMENT

         NOTE REPURCHASE AGREEMENT, dated as of October 28, 2002, by and among
UNITED STATES CELLULAR CORPORATION, a Delaware corporation (the "COMPANY"),
PRIMECO WIRELESS COMMUNICATIONS LLC, a Delaware limited liability company
("PRIMECO"), and the direct or indirect PrimeCo transferees identified on the
signature pages hereto (referred to herein as "PRIMECO TRANSFEREES").


                                    RECITALS

         WHEREAS, pursuant to a Note Purchase Agreement dated August 7, 2002,
between the Company and PrimeCo, on August 7, 2002, the Company issued 9% Series
A Notes due 2032 ("SERIES A NOTES") having an aggregate principal amount of
$175,000,000;

         WHEREAS, the Series A Notes were issued under the Indenture, dated as
of June 1, 2002 ("BASE INDENTURE"), as supplemented by the First Supplemental
Indenture dated as of August 7, 2002 ("FIRST SUPPLEMENTAL INDENTURE" and,
together with the Base Indenture, the "INDENTURE"), between U.S. Cellular and
BNY Midwest Trust Company, an Illinois Trust Company, as Trustee ("TRUSTEE");

         WHEREAS, Series A Notes having an aggregate principal amount of
$114,285,000 were issued to PrimeCo, and Series A Notes having an aggregate
principal amount of $60,715,000 were issued to LaSalle Bank National
Association, as Escrow Agent for United States Cellular Corporation/PrimeCo
Wireless Communications LLC (in its capacity as escrow agent, the "ESCROW
AGENT") pursuant to an Escrow Agreement ("ESCROW AGREEMENT"), dated as of August
7, 2002, among the Company, PrimeCo and the Escrow Agent, for the purpose of,
among other things, securing the indemnity obligations of PrimeCo to the Company
under the Purchase and Sale Agreement dated as of May 9, 2002, as amended as of
August 7, 2002, between the Company and PrimeCo (the "PURCHASE AND SALE
Agreement");

         WHEREAS, in connection with the sale of the Series A Notes to PrimeCo,
the Company entered into a Registration Rights Agreement ("REGISTRATION RIGHTS
AGREEMENT") with PrimeCo, dated as of August 7, 2002, pursuant to which the
Company granted PrimeCo and the PrimeCo Transferees rights to require the
Company to take certain action to register the reoffer and resale of the Series
A Notes under the Securities Act;

         WHEREAS, on August 7, 2002, the Company received a request from PrimeCo
under the Registration Rights Agreement to register Series A Notes for reoffer
and resale by PrimeCo and the PrimeCo Transferees;

         WHEREAS, pursuant to such request, on August 29, 2002, the Company
filed with the Securities and Exchange Commission ("SEC") a Registration
Statement on Form S-3 (No. 333-98921) relating to the resale of the Series A
Notes ("RESALE S-3"), which registration statement, as amended, was declared
effective by the SEC on October 24, 2002;




         WHEREAS, PrimeCo distributed, directly or indirectly, a portion of the
principal amount of the Series A Notes to the PrimeCo Transferees (PrimeCo and
the PrimeCo Transferees are collectively referred to as the "PRIMECO HOLDERS");

         WHEREAS, the Series A Notes are currently represented by individual
certificated notes ("CERTIFICATED NOTES") registered in the name of the PrimeCo
Holders and the Escrow Agent;

         WHEREAS, on May 15, 2002, the Company filed a shelf Registration
Statement on Form S-3 (No. 333-88344) relating to the offer and sale of debt
securities by the Company from time to time, which registration statement was
declared effective by the SEC on May 28, 2002 (the "PRIMARY S-3");

         WHEREAS, PrimeCo, on behalf of the other PrimeCo Holders, requested the
Company to consider a proposal pursuant to which the Company would publicly
offer and sell debt securities under the Primary S-3, and use up to $175,000,000
of the proceeds thereof to repurchase the Series A Notes from the PrimeCo
Holders and the Escrow Agent; and

         WHEREAS, the Company is willing to publicly offer and sell debt
securities under the Primary S-3 and use up to $175,000,000 of the net proceeds
thereof to repurchase Series A Notes from the PrimeCo Holders and the Escrow
Agent pursuant to the terms and conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the mutual agreements of the
parties hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1.       DEFINITIONS; INTERPRETATION

         Certain capitalized terms used in this Agreement are defined in Exhibit
A. All other capitalized terms used but not defined herein shall have the
meanings set forth in the Registration Rights Agreement.

2.       PRIMARY OFFERING

         (a) In the sole discretion of the Company, the Company will attempt to
issue debt ("PRIMARY DEBT") in a public offering under the Primary S-3 between
October 28 and November 9, 2002 (unless extended by mutual consent of the
parties hereto), subject to the following terms and conditions (the "PRIMARY
OFFERING").

         (b) The Company, in its sole discretion, will determine all terms and
conditions of the Primary Offering and the Primary Debt, including without
limitation (a) the principal amount of the Primary Debt to be issued, offered
and sold, (b) the interest rate and other terms of the Primary Debt, including
pricing, maturity, redemption and other terms, (c) the timing of the issuance,
offering, sale and closing, (d) the underwriters, (e) the terms and conditions
of any underwriting agreement, and (f) whether or not any Primary Debt should be
issued, offered, sold and closed considering market conditions and any other
factors.


                                       2



         (c) The first $175,000,000 of the net proceeds to the Company from the
Primary Offering ("NET PROCEEDS") will be used by the Company to repurchase
Series A Notes from the PrimeCo Holders and the Escrow Agent pursuant to the
terms set forth below.

3.       PURCHASE OF NOTES

         (a) Subject to the terms and conditions of this Agreement, at the
Closing (as defined below), the Company will purchase from the Escrow Agent
and/or each PrimeCo Holder, and the Escrow Agent and/or each PrimeCo Holder will
sell to the Company, Series A Notes at the purchase price per note of (i) 100%
of the principal amount thereof, plus (ii) accrued but unpaid interest, if any,
relating to the principal amount purchased, from and including the Interest
Payment Date (as defined in the Indenture) to and including the business day
immediately preceding the Closing Date, but not including the Closing Date, less
(iii) in the case of the PrimeCo Holders but not the Escrow Agent, the
Reimbursable Expenses (as defined below) based on the percentages set forth on
Exhibit B (the "REPURCHASE PRICE").

         (b) If the Net Proceeds are at least $175,000,000, the Company shall
purchase all of the aggregate principal amount of the Series A Notes from the
PrimeCo Holders and the Escrow Agent in the amounts set forth opposite their
names on Exhibit B hereto.

         (c) If the Net Proceeds are at least $114,285,000 but less than
$175,000,000, the Company shall purchase all of the principal amount of the
Series A Notes from the PrimeCo Holders in the amounts set forth opposite their
names on Exhibit B hereto, and shall purchase from the Escrow Agent an aggregate
principal amount of the Series A Notes equal to the amount by which the Net
Proceeds exceed $114,285,000 in each case, rounded to the nearest $25.00;
provided, that the Company may elect, in its sole discretion, to purchase for
cash at the Repurchase Price but not including any deduction for Reimbursable
Expenses, any or all of the remaining balance of the Series A Notes held by the
Escrow Agent. If any Series A Notes are purchased from the Escrow Agent, an
amount of cash equal to the aggregate principal amount of the Series A Notes
purchased from the Escrow Agent shall be retained in escrow pursuant to the
terms of the Escrow Agreement and amount of cash equal to any accrued interest
portion of the Repurchase Price shall be delivered to PrimeCo.

         (d) If the Net Proceeds are less than $114,285,000, the Company shall
purchase from the PrimeCo Holders the principal amount of Series A Notes equal
to the product of the Net Proceeds and the percentages set forth opposite their
names on Exhibit B hereto in each case, rounded to the nearest $25.00, not to
exceed the Net Proceeds in the aggregate.

         (e) Any Series A Notes purchased under paragraphs (a) through (d) are
hereinafter referred to herein as the "REPURCHASED NOTES."

         (f) Delivery of and payment for the Repurchased Notes (the "CLOSING")
shall be made on the third business day following the closing of the Primary
Offering, or at such time on such later date as the Company and PrimeCo shall
agree to (such date and time of delivery and payment for the Repurchased Notes
being referred to herein as the "CLOSING DATE").

         (g) If the Company purchases any principal amount of Series A Notes
from the PrimeCo Holders, delivery of the Certificated Notes to be purchased
shall be made on the


                                       3




Closing Date by PrimeCo on behalf of itself and for the respective accounts of
the several PrimeCo Transferees against payment by the Company of the Repurchase
Price thereof, by wire transfer payable in same-day funds to the accounts of the
PrimeCo Holders as specified by PrimeCo. On the Closing Date, PrimeCo shall
deliver the Certificated Notes together with Assignment Forms (as defined below)
executed in blank by each of the PrimeCo Holders.

         (h) If the Company purchases any principal amount of Series A Notes
from the Escrow Agent, the Company and PrimeCo shall deliver Joint Instructions
(as defined in the Escrow Agreement) to the Escrow Agent to instruct the Escrow
Agent to deliver on the Closing Date any Series A Notes to be purchased by the
Company in consideration for the Repurchase Price for such notes pursuant to
this Section 3.

         (i) If less than the aggregate principal amount represented by any
Certificated Note is to be purchased, the Company shall issue and instruct the
Trustee to authenticate certificated notes in an amount equal to the difference
between the principal amount of the Certificated Note less the principal amount
of such Certificated Note purchased by the Company ("UNPURCHASED NOTES"), and on
the Closing Date shall deliver such certificated notes representing the
Unpurchased Notes to or as instructed by PrimeCo or the Escrow Agent, as the
case may be.

         (j) Each PrimeCo Holder agrees to deliver to the Company such other
documentation as the Company may reasonably request in order to effectuate any
of the provisions hereof, which shall be in form and substance reasonably
satisfactory in all respects to the Company.

4.       OTHER AGREEMENTS

4.1.     EXPENSES.

         (a) The PrimeCo Holders shall bear and pay and the Company shall have
no responsibility for any and all fees and expenses of counsel for the PrimeCo
Holders, whether incurred in connection with the Primary Offering or otherwise.
The PrimeCo Holders shall reimburse to the Company all reasonable expenses
incurred in connection with the Primary Offering, including all filing (other
than any SEC registration fees) and National Association of Securities Dealers,
Inc. fees, all rating agency fees, stock exchange listing fees, all fees and
expenses of complying with securities or blue sky laws (including fees and
expenses of underwriters counsel), all word processing, duplicating and printing
expenses, messenger and delivery expenses, and of the Company's independent
public accountants, including the expenses of "cold comfort" letters required by
or incident to the Primary Offering, any fees and disbursements of underwriters,
and including all underwriting discounts and commissions relating to the Primary
Offering ("REIMBURSABLE EXPENSES"), which shall be reimbursed on a pro rata
basis by the PrimeCo Holders based on the percentages set forth on Exhibit B;
provided that the Company shall pay all costs and expenses that the Company
determines to incur on its own behalf in its sole discretion, including (i) the
fees and expenses of the Trustee under the Indenture and counsel retained by the
Trustee, (ii) the fees and expenses of counsel to the Company and (iii) any
underwriting discounts and commissions directly related to the sale of more than
$175,000,000 of debt by the Company in the Primary Offering; PROVIDED, FURTHER,
that


                                       4



the Reimbursable Expenses with respect to the purchase of Series A Notes from
the Escrow Agent may be reimbursed to the Company by PrimeCo. The fees and
expenses of the Escrow Agent shall be paid as provided in the Escrow Agreement.

         (b) The Reimbursable Expenses will be treated by the Company and the
PrimeCo Holders as a reduction in the purchase price for Chicago 20MHz, LLC
under the Purchase and Sale Agreement.

4.2.     WITHDRAWAL OR AMENDMENT OF RESALE S-3.

         (a) If the Company acquires all of the Series A Notes, the PrimeCo
Holders agree that the Company shall file with the SEC a request to withdraw the
Resale S-3 pursuant to Rule 477 of the Securities Act.

         (b) If the Company acquires some but not all of the Series A Notes, the
PrimeCo Holders agree that the Company shall use commercially reasonable efforts
to file with the SEC within 15 days from the Closing Date a post-effective
amendment to the Resale S-3 to remove the Series A Notes purchased therefrom and
to update and disclose such information therein as may be necessary or
appropriate in order to keep the Resale S-3 current and effective.

4.3.     REGISTRATION RIGHTS AGREEMENT

         (a) The PrimeCo Holders agree, during the term of this Agreement, not
to take any action under the Registration Rights Agreement that is inconsistent
with the terms of this Agreement, including not to:

         (i)      Transfer any Series A Notes except to the Company pursuant to
                  this Agreement;

         (ii)     request the Company to file a Shelf Prospectus Supplement with
                  respect to a takedown from the Resale S-3; or

         (iii)    request the Company to file a Demand Registration Statement.

         (b) If the Company completes a Primary Offering but does not acquire
100% of the Series A Notes, the PrimeCo Holders shall not effect any public sale
or distribution of Series A Notes, including a sale pursuant to Rule 144 or Rule
144A under the Securities Act, during such period ("Lock-up Period") following
the completion of the Primary Offering as may be reasonably requested in writing
to PrimeCo by the Underwriters' Representative for the Primary Offering
("LOCK-UP AGREEMENT"), which Lock-up Agreement shall be in usual and customary
form. In order to enforce the foregoing covenant, the Company shall be entitled
to impose stop-transfer instructions with respect to the Series A Notes of each
PrimeCo Holder until the end of the Lock-up Period. The PrimeCo Holders shall
have the right to make a request that the Company file a Shelf Prospectus
Supplement to effect a takedown under the Resale S-3 or Demand Registration with
respect to the Unpurchased Notes under the terms of the Registration Rights
Agreement, subject to the expiration of any Lock-up Period required by the
Underwriters'


                                       5




Representative as provided in this Section 4.3(b) and subject to the Company's
right to delay such registration statement or prospectus supplement for up to
120 days pursuant to the terms of the Registration Rights Agreement.

         (c) In the event that the Company does not commence a Primary Offering
prior to November 9, 2002 (unless such date is extended by mutual agreement of
the parties hereto), the PrimeCo Holders shall be permitted to request that the
Company file (i) a Shelf Prospectus Supplement to effect a takedown under the
Resale S-3 provided that the closing of any such takedown occurs on or prior to
December 14, 2002 or (ii) a Demand Registration provided that the closing of an
offering pursuant to the Demand Registration occurs on or prior to December 14,
2002. If any such closing does not occur on or prior to December 14, 2002, the
Company shall be permitted to delay any such requests for up to 120 days
pursuant to the terms of the Registration Rights Agreement.

5.       CONDITIONS TO CLOSING

         The obligation of the Company to purchase and pay for the Series A
Notes with respect to each PrimeCo Holder severally and not jointly at the
Closing is subject to the fulfillment to the Company's satisfaction, prior to or
at the Closing, of the following conditions, it being understood that the
failure on the part of any one or more PrimeCo Holders ("FAILING PRIMECO
HOLDERS") to fulfill to the Company's satisfaction, prior to or at the Closing,
the conditions of this Section 5 shall not in any way affect the Company's
obligation, subject to the fulfillment to the Company's satisfaction, prior to
or at the Closing, of the conditions of this Section 5 by each non-Failing
PrimeCo Holder, to purchase and pay for Series A Notes of each such non-Failing
PrimeCo Holder:

5.1.     REPRESENTATIONS AND WARRANTIES.

         The representations and warranties of the PrimeCo Holders in this
Agreement shall be correct when made and at the time of the Closing.

5.2.     PERFORMANCE.

         The PrimeCo Holders shall have performed and complied with all
agreements and conditions contained in this Agreement that are required to be
performed or complied with by them prior to or at the Closing.

5.3.     CLOSING OF PRIMARY OFFERING.

         The Primary Offering shall have been consummated and the Company shall
have received the net proceeds of such offering.

5.4.     LOCK-UP AGREEMENT.

         If requested by the Underwriters' Representatives, each PrimeCo Holder
or an Attorney-in-Fact thereof shall have executed and delivered a Lock-up
Agreement prior to or at the Closing in form and substance reasonably
satisfactory in all respects to the Underwriters' Representative and the
Company.


                                       6



6.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to you that:

6.1.     ORGANIZATION; POWER AND AUTHORITY.

         The Company is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation, and is duly
qualified as a foreign corporation and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Except as would not individually or in the aggregate reasonably
be expected to have a Material Adverse Effect, the Company has the corporate
power and authority to own or hold under lease the properties it purports to own
or hold under lease and to transact the business it transacts and proposes to
transact. The Company has the corporate power and authority to execute and
deliver this Agreement and to perform the provisions hereof.

6.2.     AUTHORIZATION, ETC.

         This Agreement has been duly authorized by all necessary corporate
action on the part of the Company, and this Agreement constitutes a legal, valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

6.3.     COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

         Except as would not, individually or in the aggregate reasonably be
expected to have a Material Adverse Effect, the execution, delivery and
performance by the Company of this Agreement will not (i) contravene, result in
any breach of, or constitute a default under, or result in the creation of any
Lien in respect of any property of the Company under, any indenture, mortgage,
deed of trust, loan, purchase or credit agreement, lease, corporate charter or
by-laws, or any other agreement or instrument to which the Company is bound or
by which the Company or any of its properties may be bound or affected, (ii)
conflict with or result in a breach of any of the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court, arbitrator or
Governmental Authority applicable to the Company or (iii) violate any provision
of any statute or other rule or regulation of any Governmental Authority
applicable to the Company.

6.4.     GOVERNMENTAL AUTHORIZATIONS, ETC.

         Except as has been obtained or made, or would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect, no
consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution,
delivery or performance by the Company of this Agreement.


                                       7



7.       REPRESENTATIONS AND WARRANTIES OF THE PRIMECO HOLDERS

         Each of the PrimeCo Holders severally and not jointly and with respect
to itself only represents and warrants to the Company that:

7.1.     ORGANIZATION; POWER AND AUTHORITY.

         (a) If such PrimeCo Holder is an entity, that such PrimeCo Holder is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization or formation, and is duly qualified and is in
good standing in each jurisdiction in which such qualification is required by
law, other than those jurisdictions as to which the failure to be so qualified
or in good standing could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Each such PrimeCo Holder that is an
entity has the requisite power and authority to execute and deliver this
Agreement and to perform the provisions hereof.

         (b) If such PrimeCo Holder is an individual, such PrimeCo Holder has
full legal capacity and the requisite power and authority to execute and deliver
this Agreement and to perform the provisions hereof.

7.2.     AUTHORIZATION, ETC.

         This Agreement been duly authorized by all necessary action on the part
of each PrimeCo Holder that is an entity, and this Agreement constitutes a
legal, valid and binding obligation of each PrimeCo Holder enforceable against
such PrimeCo Holder in accordance with its terms, except as such enforceability
may be limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

7.3.     COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

         Except as would not, individually or in the aggregate reasonably be
expected to have a Material Adverse Effect, the execution, delivery and
performance by such PrimeCo Holder of this Agreement will not (i) constitute a
default under, or result in the creation of any Lien in respect of any property
of such PrimeCo Holder under, any indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease, corporate charter or by-laws, or any other
agreement or instrument to which PrimeCo is bound or by which PrimeCo or any of
its or his respective properties may be bound or affected, (ii) conflict with or
result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to such PrimeCo Holder or (iii) violate any provision of any statute
or other rule or regulation of any Governmental Authority applicable to such
PrimeCo Holder.

7.4.     GOVERNMENTAL AUTHORIZATIONS, ETC.

         Except as has been obtained or made, or would not, individually or in
the aggregate reasonably be expected to have a Material Adverse Effect, no
consent, approval or



                                       8



authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance
by such PrimeCo Holder of this Agreement.

7.5.     RECEIPT OF CERTAIN INFORMATION.

         Such PrimeCo Holder has received all relevant information as it deems
necessary in order to permit an investment decision with respect to the sale of
the Certificated Notes.

7.6.     ACCREDITED INVESTOR.

         Each Person who has the right to make, or has made or will make a
decision with respect to the sale of the Series A Notes by the Selling
Noteholder is an Accredited Investor (as defined in Regulation D under the
Securities Act), and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits of the decision to sell the
Certificated Notes to the Company.

7.7.     ARMS-LENGTH NEGOTIATED TRANSACTION REQUESTED BY PRIMECO.

         Such PrimeCo Holder acknowledges that (i) PrimeCo requested the Company
to consider a repurchase of the Series A Notes from the PrimeCo Holders, (ii)
the Company did not solicit or attempt to influence in any way the decision of
such PrimeCo Holder with respect thereto and (iii) the terms of the transactions
contemplated by this Agreement have been negotiated at arms-length between the
representatives of such PrimeCo Holders and the representatives of the Company.

7.8.     GOOD TITLE; NO LIENS.

         Such PrimeCo Holder has, and upon the Closing, the Company shall
acquire, good and marketable title to the Repurchased Notes delivered to the
Company by such PrimeCo Holder hereunder, free and clear of all liens, security
interests, claims and other encumbrances.

7.9.     EFFECT OF POWER OF ATTORNEY.

         (a) Upon execution and delivery of any agreement, instrument, document
or certificate contemplated hereby by an Attorney-in-Fact (as defined below) on
behalf of such PrimeCo Holder, the PrimeCo Holder agrees to be bound by and to
perform each of the covenants and agreements of such PrimeCo Holder of each such
agreement, instrument, document or certificate contemplated thereby.

8.       POWER OF ATTORNEY AND CUSTODY AGREEMENT

8.1.     POWER OF ATTORNEY.

         (a) Each PrimeCo Holder hereby irrevocably constitutes and appoints W.
Jack Kessler, Jr. and Steven L. Greenberg, or either of them, as its or his
agents and attorneys-in-fact (either or both of them the "Attorneys-in-Facts"),
with full power and authority to act, including full power of substitution, with
respect to all matters arising in connection with this Agreement


                                       9



and the transactions contemplated hereby, including, but not limited to, the
power and authority on behalf of such PrimeCo Transferee to do or cause to be
done any of the following things:

         (i)      negotiate, and perform this Agreement and any amendments
                  thereto, including such insertions, changes, additions or
                  deletions as the Attorneys-in-Fact shall approve, such
                  approval to be conclusively evidenced by the execution and
                  delivery of any amendment to this Agreement or any instrument,
                  agreement or document contemplated hereby by the
                  Attorneys-in-Fact;

         (ii)     sell, assign, transfer and deliver for cancellation and
                  exchange, if applicable, pursuant to this Agreement and any
                  instrument, agreement or document contemplated thereby any and
                  all Certificated Notes and the Assignment Form;

         (iii)    take any and all steps and execute and perform any and all
                  other agreements, instruments and documents deemed necessary
                  or desirable by the Attorneys-in-Fact in connection with this
                  Agreement and give or make such undertakings, representations
                  and agreements and take such other steps on behalf of such
                  PrimeCo Holder as the Attorneys-in-Fact may deem necessary or
                  advisable;

         (iv)     instruct all other parties on behalf of such PrimeCo Holder on
                  all matters pertaining to this Agreement and the transactions
                  contemplated hereby;

         (v)      take all actions and do all things necessary or proper,
                  required, contemplated or deemed advisable by the
                  Attorneys-in-Fact under any instrument, agreement or document
                  contemplated by this Agreement, including, but not limited to,
                  waiving prior defaults or existing rights and delivering any
                  consents required under this Agreement or such instruments,
                  agreements and documents;

         (vi)     otherwise take all actions and do all things necessary or
                  proper, required, contemplated or deemed advisable or
                  desirable by the Attorneys-in-Fact in its or their sole
                  discretion, including the execution, delivery and performance
                  of any documents, instruments and agreements and generally act
                  for and in the name of such PrimeCo Holder with respect to
                  this Agreement and all related matters as fully as could such
                  PrimeCo Holder if then personally present and acting; and



                                       10


         (vii)    accept consideration payable to such PrimeCo Holder under this
                  Agreement, to give receipt for such consideration and remit or
                  authorize the Custodian to remit such consideration to such
                  PrimeCo Holder.

         (b) The Attorneys-in-Fact are hereby empowered to determine, in its or
their sole and absolute discretion, the time or times when, the purposes for
which, and the manner in which, any power herein conferred upon the
Attorneys-in-Fact shall be exercised.

         (c) The Custodian, the Company and any other persons dealing with the
Attorneys-in-Fact as such may rely and act upon any writing believed in good
faith to be signed by one or more Attorneys-in-Fact.

         (d) Each PrimeCo Holder understands that the Attorneys-in-Fact assume
no responsibility or liability to the PrimeCo Holders or any other person
(except for liability for their gross negligence or willful misconduct), other
than in connection with the responsibilities delegated to the Attorneys-in-Fact
under this Section 8.1, and each PrimeCo Holder, severally and not jointly,
agrees to indemnify and hold harmless the Attorneys-in-Fact and their respective
officers, agents, successors and assigns and personal representatives, with
respect to any act or omission of or done by the Attorneys-in-Fact in good faith
in connection and in accordance with this Agreement and the instructions of this
Section 8.1.

8.2.     APPOINTMENT OF CUSTODIAN; DEPOSIT OF SHARES.

         (a) In connection with the transactions contemplated by this Agreement,
each PrimeCo Holder hereby appoints PrimeCo as custodian (the "CUSTODIAN") and
hereby deposits or shall promptly deposit (but in any event, no later than four
business days after the date hereof), with the Custodian, each Certificated Note
held by such PrimeCo Holder, accompanied by a duly executed Assignment Form in
the form attached to the Certificated Notes ("ASSIGNMENT FORM" and, together
with such Certificated Notes, the "INSTRUMENTS"), undated and executed in blank
and bearing the signature of such PrimeCo Holder or a duly authorized
representative thereof. Each PrimeCo Holder represents and warrants to the
Attorneys-in-Fact and the Custodian that each such Certificated Note so
deposited is in negotiable and proper deliverable form. The Custodian is hereby
authorized and directed subject to the instructions of the Attorneys-in-Fact:
(i) to hold in custody the Instruments deposited hereby, and (ii) at the
direction of the Attorneys-in-Fact to deliver the Instruments in accordance with
the terms of this Agreement.

         (b) Until the Instruments have been delivered against payment therefor
in accordance with this Agreement, each PrimeCo Holder shall retain all rights
of ownership with respect to the Instruments deposited hereunder, including the
right to vote and to receive all interest or other payment thereon.

         (c) Each PrimeCo Holder understands that the Custodian assumes no
responsibility or liability to the PrimeCo Holders or any other person (except
for liability for its gross negligence or willful misconduct), other than in
connection with the responsibilities delegated to the Custodian under this
Section 8.2, and each PrimeCo Holder, severally and not



                                       11



jointly, agrees to indemnify and hold harmless the Custodian and its respective
officers, agents, successors and assigns and personal representatives, with
respect to any act or omission of or done by the Custodian in good faith in
connection and in accordance with this Agreement and the instructions of this
Section 8.2.

8.3.     IRREVOCABILITY.

         (a) The foregoing power of attorney, custody appointment, deposit of
Instruments pursuant hereto and all authority hereby conferred, is granted, made
and conferred subject to and in consideration of and for the purpose of
completing the transactions contemplated by this Agreement and each agreement,
instrument, document or certificate contemplated hereby, and, in connection
herewith, each of the Attorneys-in-Fact and the Custodian is hereby further
vested with an estate, right, title and interest in and to the Instruments
deposited herewith for the purpose of irrevocably empowering and securing to it
authority sufficient to consummate the transactions contemplated by such
agreements. Accordingly, the agreements contained in Section 8.1 and 8.2 shall
be irrevocable prior to the termination of this Agreement in accordance with
Section 11 and shall remain in full force and effect until such time. The
undersigned further agrees that the agreements contained in Sections 8.1 and 8.2
shall not be terminated by operation of law or upon the occurrence of any event
whatsoever, including death, disability, incompetence, dissolution, winding up,
distribution of assets or other event affecting legal existence of any PrimeCo
Holder, PrimeCo or any other person, including but not limited to any executor,
personal representative or trustee of any of the foregoing. If any event
referred to in the preceding sentence shall occur, whether with or without
notice thereof to the Custodian or the Attorneys-in-Fact, the Custodian and the
Attorneys-in-Fact shall nevertheless be authorized and empowered to deliver in
accordance with the terms and provisions of the agreements contained in Sections
8.1 and 8.2 and each agreement, instrument, document or certificate contemplated
hereby and the Instruments held by the Custodian with respect to such PrimeCo
Holder, and provide for the distribution of the proceeds therefrom as if such
event has not occurred.

         (b) Notwithstanding anything to the contrary contained in the
immediately preceding paragraph above, if this Agreement is terminated in
accordance with Section 11.11 the Custodian shall return promptly to each
PrimeCo Holder all Instruments deposited hereunder.

9.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the purchase by the Company of the
Repurchased Notes. All statements contained in any certificate or other
instrument delivered by or on behalf of a party pursuant to this Agreement shall
be deemed representations and warranties of such party under this Agreement.

10.      NOTICES

         All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail


                                       12



with return receipt requested (postage prepaid), or (c) by a recognized
overnight delivery service (with charges prepaid). Any such notice must be sent:

         (i)      if to the Company, as follows, or at such other address as the
                  Company shall have specified in writing:

                           United States Cellular Corporation
                           c/o Telephone and Data Systems, Inc.
                           30 North LaSalle Street, 40th Floor
                           Chicago, Illinois 60602
                           Attn: Peter L. Sereda
                           Fax: 312-630-1908

                  With a required copy to:

                           United States Cellular Corporation
                           8410 West Bryn Mawr Avenue
                           Chicago, Illinois 60631
                           Attention: Kenneth R. Meyers
                           Facsimile Number: (773) 399-8959

                  With a required copy to:

                           Sidley Austin Brown & Wood
                           10 South Dearborn St.
                           Chicago, Illinois 60603
                           Attention: William S. DeCarlo, Esq.
                           Facsimile Number: (312) 853-7036


         (ii)     if to the PrimeCo Holders, to PrimeCo as follows, or at such
                  other address as PrimeCo shall have specified in writing:

                           PrimeCo Wireless Communications LLC
                           c/o Clarity Partners, L.P.
                           100 North Crescent Drive
                           Beverly Hills, CA  90210
                           Attn: Barry Porter
                           Fax:  310-432-5000

                  With a required copy to:

                           Simpson Thacher & Bartlett
                           425 Lexington Avenue
                           New York, NY  10017
                           Attention: William E. Curbow, Esq.


                                       13


                           Facsimile Number: (212) 455-2502

                  With a required copy to:

                           Simpson Thacher & Bartlett
                           425 Lexington Avenue
                           New York, NY  10017
                           Attention: Rise B. Norman, Esq.
                           Facsimile Number: (212) 455-2502

Notices under this Section 10 will be deemed given only when actually received.

11.      MISCELLANEOUS

11.1.    SUCCESSORS AND ASSIGNS.

         All covenants and other agreements contained in this Agreement by or on
behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns. This Agreement may not be assigned by any
PrimeCo Holder without the written consent of the Company or by the Company
without the written consent of PrimeCo.

11.2.    AMENDMENT; WAIVER.

         (a) This Agreement shall not be amended or modified except by written
instrument duly executed by each of the parties hereto which, in the case of the
Company, shall require the signature of the Chairman of the Company or other
person so authorized by the Chairman of the Company or the Company's Board of
Directors.

         (b) No waiver of any terms or conditions of this Agreement shall
operate as a waiver of any other breach of such terms and conditions or any
other term or condition, nor shall any failure to enforce any provision hereof
operate as a waiver of such provision or of any other provision hereof. No
written waiver hereunder, unless it by its own terms explicitly provides to the
contrary, shall be construed to effect a continuing waiver of the provisions
being waived and no such waiver in any instance shall constitute a waiver in any
other instance or for any other purpose or impair the right of the party against
whom such waiver is claimed in all other instances or for all other purposes to
require full compliance with such provision.

         (c) No amendment or waiver will extend to or affect any obligation,
covenant, or agreement not expressly amended or waived or impair any right
consequent thereon. As used herein, the term "THIS AGREEMENT" and references
thereto shall mean this Agreement as it may from time to time be amended or
supplemented.

11.3.    SEVERABILITY.

         Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition


                                       14



or unenforceability in any jurisdiction shall (to the full extent permitted by
law) not invalidate or render unenforceable such provision in any other
jurisdiction.

11.4.    CONSTRUCTION.

         Where any provision herein refers to action to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.

11.5.    COUNTERPARTS.

         This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

11.6.    GOVERNING LAW.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without giving effect to such State's laws
and principles regarding the conflict of laws.

11.7.    INTERPRETATION

         (a) References to a Person are also references to its assigns and
successors in interest (by means of merger, consolidation or sale of all or
substantially all the assets of such Person or otherwise, as the case may be).

         (b) References to Series A Notes "owned" by a Person shall include
Series A Notes beneficially owned by such Person but which are held of record in
the name of a nominee, trustee, custodian, or other agent.

         (c) References to a document are to it as amended, waived and otherwise
modified from time to time and references to a statute or other governmental
rule are to it as amended and otherwise modified from time to time (and
references to any provision thereof shall include references to any successor
provision).

         (d) References to Sections or to Schedules or Exhibits are to sections
hereof or schedules or exhibits hereto, unless the context otherwise requires.

         (e) The definitions set forth herein are equally applicable both to the
singular and plural forms and the feminine, masculine and neuter forms of the
terms defined.

         (f) The term "including" and correlative terms shall be deemed to be
followed by "without limitation" whether or not followed by such words or words
of like import.

         (g) The term "hereof" and similar terms refer to this Agreement as a
whole.


                                       15



11.8.    CONSENT TO JURISDICTION.

         Each of the Parties hereto (a) consents to submit itself to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in connection with any dispute that arises out of this
Agreement or any of the transactions contemplated by this Agreement, (b) agrees
that it will not attempt to deny or defeat such personal jurisdiction by motion
or other request for leave from any such court and (c) agrees that it will not
bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than a Federal court sitting
in the State of Delaware or a Delaware state court unless venue would not be
proper under rules applicable in such courts. Each of the Parties agrees that
service of process by which any action is begun in any court referred to in this
Section 11 shall be effective if notice is delivered in accordance with Section
10 and hereby irrevocably and unconditionally waives any objection to the
validity and effectiveness of such service of process. Nothing contained herein
shall affect the right of the Parties to serve process in any other manner
permitted by law.

11.9.    ATTORNEYS' FEES.

         In any action or proceeding brought to enforce any provision of this
Agreement, or where any provision hereof is validly asserted as a defense, the
successful party shall be entitled to recover reasonable attorneys' fees
(including any fees incurred in any appeal) in addition to its costs and
expenses and any other available remedy.

11.10.   NO THIRD PARTY BENEFICIARIES.

         Nothing herein expressed or implied is intended to confer upon any
Person, other than the parties hereto or their respective permitted assigns,
successors, heirs and legal representatives, any rights, remedies, obligations
or liabilities under or by reason of this Agreement.

11.11.   TERMINATION.

         This Agreement may be terminated at any time by a written instrument
signed by the parties hereto. Unless sooner terminated in accordance with the
preceding sentence, this Agreement (other than Sections 4.3(b), 4.3(c), 10 and
11 hereof) shall terminate in its entirety on the earlier of (unless such date
is extended by mutual agreement of the parties): (i) the date that the Company
delivers written notice to PrimeCo to the effect that it is abandoning its
efforts to commence a Primary Offering prior to November 9, 2002, (ii) November
9, 2002 if the Company has not commenced a Primary Offering prior to such date
or (iii) November 23, 2002 if the Company has commenced a Primary Offering prior
to November 9, 2002 but the closing thereof has not occurred by November 23,
2002.

                                    * * * * *


                                       16


         IN WITNESS WHEREOF, the Parties have executed this Agreement to be
effective as of the date first above written.

                           UNITED STATES CELLULAR CORPORATION

                           By:
                               ----------------------------------------------
                           Name:    LeRoy T. Carlson, Jr.
                           Title:   Chairman


                           By:
                               ----------------------------------------------
                           Name:    Kenneth R. Meyers
                           Title:   Executive Vice President-Finance
                                    (Chief Financial Officer) and Treasurer



                           PRIMECO WIRELESS COMMUNICATIONS LLC

                           By:
                               ----------------------------------------------
                           Name:    W. Jack Kessler
                           Title:   Chief Financial Officer

                           CLARITY PARTNERS, L.P.

                           By:       Clarity GenPar, LLC
                                     its General Partner

                           By:
                               ----------------------------------------------
                           Name:    R. Rudolph Reinfrank
                           Title:   Managing Member

                           CLARITY PRIMECO HOLDINGS L.L.C.

                           By:      Clarity Partners, L.P.
                                    its Manager

                           By:      Clarity GenPar, LLC
                                    its General Partner

                           By:
                               ----------------------------------------------
                                    Name:    R. Rudolph Reinfrank
                                    Title:   Managing Member



                           PAGE 1 OF SIGNATURE PAGE TO
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                           CLARITY ADVISORS, L.P.

                           By:      Clarity GenPar, LLC
                                    its General Partner

                           By:
                               ----------------------------------------------
                                    Name:    R. Rudolph Reinfrank
                                    Title:   Managing Member

                           CLARITY ASSOCIATES, L.P.

                           By:      Clarity GenPar, LLC
                                    its General Partner

                           By:
                               ----------------------------------------------
                                    Name:    R. Rudolph Reinfrank
                                    Title:   Managing Member

                           CLARITY PRIMECO GP

                           By:      Clarity GenPar, LLC
                                    its Managing Partner

                           By:
                               ----------------------------------------------
                           Name:    R. Rudolph Reinfrank
                           Title:   Managing Member

                           CLARITY MANAGEMENT, L.P.

                           By:      Clarity Management, LLC
                                    its General Partner

                           By:
                               ----------------------------------------------
                                    Name:    R. Rudolph Reinfrank
                                    Title:   Managing Member

                           GREEN LEAF RIDGE ACQUISITION
                                 COMPANY III, L.L.C.

                           By:
                               ----------------------------------------------
                                    Name:    Percy L. Berger, Sr.
                                    Title:   President


                           PAGE 2 OF SIGNATURE PAGE TO
                            NOTE REPURCHASE AGREEMENT







                          GREEN LEAF RIDGE ACQUISITION
                               COMPANY IV, L.L.C.

                           By:
                               ----------------------------------------------
                                    Name:    Percy L. Berger, Sr.
                                    Title:   President

                           GREEN LEAF CONTINENTAL, LLC

                           By:
                               ----------------------------------------------
                                    Name:
                                    Title:   Vice Chairman/Manager

                           PRIMECO VENTURE INVESTORS/GREEN LEAF LLC

                           By:      SYNCOM PRIMECO IBC
                                    Managing Member

                           By:
                               ----------------------------------------------
                                    Name:
                                    Title:

                           TREGAN PARTNERS II, LP

                           By:      TPGP, LP
                           By:      TPGP, LLC

                           By:
                               ----------------------------------------------
                                    Name:
                                    Title:

                           TREGAN PRIMECO, LP

                           By:      TREGAN PRIMECO GP, LLC


                           By:
                               ----------------------------------------------
                           Name:
                           Title:



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                           PCG CHICAGO PCS, LLC

                           By       PCG TAGI (SERIES F), LLC
                                    its sole member

                           By:      PACIFIC CAPITAL GROUP, INC.
                                    its Manager

                           By:
                               ----------------------------------------------
                                    Name:    Gregg w. Ritchie
                                    Title:   Managing Director and
                                             Chief Financial Officer

                           PS WIRELESS LLC

                           By:      GREENSTREET MANAGEMENT, INC.,
                                    as Manager

                           By:
                               ----------------------------------------------
                           Name:    Jeffrey A. Safchik
                           Title:   President

                           GREENSTREET CAPITAL, LP

                           By:      GREENSTREET MANAGEMENT, INC.,
                                    as General Partner

                           By:
                               ----------------------------------------------
                                    Name:    Jeffrey A. Safchik
                                    Title:   President

                           J.P. MORGAN PARTNERS (BHCA), L.P.

                           By:      JPMP MASTER FUND MANAGER, L.P.
                                    its General Partner
                           By:      JPMP CAPITAL CORP.
                                    its General Partner

                           By:
                               ----------------------------------------------
                                    Name:
                                    Title:




                           PAGE 4 OF SIGNATURE PAGE TO
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                           J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P.

                           By:      JPMP GLOBAL INVESTORS, L.P.
                                    a General Partner


                           By:      JPMP CAPITAL CORP.
                                    its General Partner

                           By:
                               ----------------------------------------------
                                    Name:
                                    Title:

                           J.P. MORGAN PARTNERS GLOBAL INVESTORS
                                (CAYMAN), L.P.

                           By:      JPMP GLOBAL INVESTORS, L.P.
                                    its General Partner

                           By:      JPMP CAPITAL CORP.
                                    its General Partner

                           By:
                               ----------------------------------------------
                                    Name:
                                    Title:

                           TRIMARAN CHICAGO PARTNERS, LLC

                           By:      TRIMARAN FUND MANAGEMENT, LLC
                                    its Investment Manager

                           By:
                               ----------------------------------------------
                                    Name:
                                    Title:

                           J & J INVESTMENTS, INC.
                           By:
                               ----------------------------------------------
                                    Name:    John M. Scanlon
                                    Title:   President

                           PAGE 5 OF SIGNATURE PAGE TO
                            NOTE REPURCHASE AGREEMENT








                               ----------------------------------------------
                           Patrick Joggerst

                           J.P. MORGAN PARTNERS GLOBAL INVESTORS
                                (CAYMAN) II, L.P.

                           By:      JPMP GLOBAL INVESTORS, L.P.
                                    a General Partner

                           By:      JPMP CAPITAL CORP.
                                    its General Partner

                           By:
                               ----------------------------------------------
                                    Name:
                                    Title:



                           J.P. MORGAN PARTNERS GLOBAL INVESTORS
                                A, L.P.

                           By:      JPMP GLOBAL INVESTORS, L.P.
                                    a General Partner

                           By:      JPMP CAPITAL CORP.
                                    its General Partner

                           By:
                               ----------------------------------------------
                                    Name:
                                    Title:

                           J.P. MORGAN PARTNERS INVESTORS
                                (CAYMAN) V, L.P.

                           By:      JPMP GLOBAL INVESTORS, L.P.
                                    a General Partner

                           By:      JPMP CAPITAL CORP.
                                    its General Partner

                           By:
                               ----------------------------------------------
                                    Name:
                                    Title:


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                            NOTE REPURCHASE AGREEMENT