USCC Audit Committee Charter Amended 8 21 08

Audit Committee of the Board of Directors of United States Cellular Corporation CHARTER* I. PURPOSE: The purpose of the Audit Committee shall be to (a) assist the Board of Directors of the Company in its oversight of (1) the integrity of the Company's financial statements, (2) the Company's compliance with legal and regulatory requirements, (3) the independent auditor's qualifications and independence, and (4) the performance of the Company's internal audit function and independent auditors; (b) prepare an audit committee report as required by the rules of the Securities and Exchange Commission (the "SEC") to be included in the Company's annual proxy statement and (c) perform such other functions as set forth herein, which shall be deemed to include the duties and responsibilities set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended. II. COMPOSITION/ELIGIBILITY: The Audit Committee shall be comprised of directors who shall satisfy the independence and other requirements of each stock exchange on which the Company’s shares are listed (the "Exchange"), as well as other applicable requirements for audit committee service imposed by the Securities Exchange Act of 1934, as amended (the "Act"), or the rules of the SEC. Determination as to whether a particular director satisfies the requirements for membership on the Audit Committee shall be made by the Board of Directors. III. EXTERNAL ADVISERS The Audit Committee shall have ...