0001047469-03-039451 Sample Contracts

UNITED STATES CELLULAR CORPORATION (a Delaware corporation) Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • December 4th, 2003 • United States Cellular Corp • Radiotelephone communications • New York

Citigroup Global Markets Inc. Credit Suisse First Boston LLC J.P. Morgan Securities Inc. As representatives of the several underwriters referred to below

FORM OF THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • December 4th, 2003 • United States Cellular Corp • Radiotelephone communications • Illinois

This THIRD SUPPLEMENTAL INDENTURE, dated as of December 3, 2003 (the "Third 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").