Common use of Payment of Deferred Compensation Clause in Contracts

Payment of Deferred Compensation. (a) On the earlier of (i) the date specified by the Executive in paragraph 2(i), (ii) the date the Executive has a separation from service for whatever reason and (iii) the date the Executive is determined to suffer a disability, the Company shall compute the “Distributable Balance” in the Deferred Compensation Account. This Distributable Balance shall include (i) all bonus deferrals made through the current month and (ii) if the Executive has a separation from service as a result of retirement or death or is determined to suffer a disability, all Company Match amounts credited to the Deferred Compensation Account, or, if the Executive does not have a separation from service or has a separation from service for any other reason and is not determined to suffer a disability, the vested Company Match amounts credited to the Deferred Compensation Account in accordance with the vesting schedule in paragraph 1(b). For all purposes of this Agreement, the Executive shall be deemed to have a separation from service as a result of retirement if the Executive separates from service on or after attaining his or her Early or Normal Retirement Date under the Telephone and Data Systems, Inc. Pension Plan. (b) All payments of deferred compensation hereunder will be made in whole shares of common stock of the Company and cash equal to the Fair Market Value of any fractional share. (c) If the Executive becomes disabled, the Distributable Balance immediately shall become payable to the Executive in accordance with the Executive’s payment election in paragraph 2(g). A lump sum payment shall be made or installment payments shall commence (as elected by the Executive in paragraph 2(g)) at the time set forth in paragraph 2(f). For purposes of this Agreement, an Executive shall be deemed to be disabled if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan of the Company or one of its affiliates. (d) If the Executive dies prior to the total distribution of the Distributable Balance, the Company shall pay such Balance, in a lump sum within forty-five (45) days following the Executive’s death, to the Executive’s Designated Beneficiary (as hereinafter defined). However, the Executive may designate in paragraph 2(g) that, if the Executive is married at the time of death and designates his or her spouse as beneficiary, the installment payments specified in paragraph 2(g) immediately shall commence to be paid at the time set forth in paragraph 2(f) or, if previously being paid to the Executive, shall continue to be paid to the surviving spouse after the Executive’s death. If such spouse dies before all payments are made, the remainder of the Distributable Balance shall be paid in a lump sum within forty-five (45) days following the spouse’s death in accordance with any secondary beneficiary designations of the Executive or, if no Designated Beneficiary is then living, as provided in paragraph 3(b). (e) The Executive must elect in paragraph 2(g) the payment method for receiving his/her Distributable Balance in either a lump sum or in an indicated number of installments. This determination must be made at the time of execution of the Agreement and will apply to the entire Distributable Balance. (f) In the event the Executive chooses the installment option, the Executive must inform the Company of the number of installments he or she wishes to receive. The installments will be paid quarterly (not to exceed 40 quarters) commencing with the fifteenth day of the first month of the calendar quarter following the calendar quarter in which the Executive becomes entitled to payment (whether by reason of the Executive’s election of a Payment Date pursuant to paragraph 2(i) below or by reason of the Executive’s death or disability). Installments will then be paid on the fifteenth day of the first month of each succeeding calendar quarter until the entire Distributable Balance has been paid. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the entitlement to a series of installment payments shall be treated as the entitlement to a single payment as of the date the first installment is scheduled to be paid. If the Executive chooses the lump sum option, such sum will be paid within forty-five (45) days after the date the Executive becomes entitled to payment. (g) Election for payment of the Distributable Balance (choose one option): i) x Lump sum distribution; or

Payment of Deferred Compensation. (a) On the earlier of the (i) the date specified by the Executive in paragraph 2(i), (ii) the date the Executive has a separation from service for whatever reason and (iii) the date the Executive is determined to suffer a disability, the Company shall compute the “Distributable Balance” in the Deferred Compensation AccountAccount on such date. This Distributable Balance shall include (i) all bonus deferrals made through the current month and (ii) if the Executive has a separation from service as a result of retirement or death or is determined to suffer a disability, all Company Match amounts credited to the Deferred Compensation Account, or, if the Executive does not have a separation from service or has a separation from service for any other reason and is not determined to suffer a disability, the vested Company Match amounts credited to the Deferred Compensation Account in accordance with the vesting schedule in paragraph 1(b). For all purposes of this Agreement, the Executive shall be deemed to have a separation from service as a result of retirement if the Executive separates from service on or after attaining his or her Early or Normal Retirement Date under the Telephone and Data Systems, Inc. Pension Plan. (b) All payments of deferred compensation hereunder will be made in whole shares of common stock of the Company and cash equal to the Fair Market Value of any fractional share. (c) If the Executive becomes disabled, the Company shall pay the Distributable Balance immediately shall become payable to the Executive in accordance with the Executive’s payment election in paragraph 2(g). A lump sum payment shall be made or installment payments shall commence (as elected by the Executive in paragraph 2(g)) at the time set forth in paragraph 2(f). For purposes of this Agreement, an Executive shall be deemed to be disabled if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan of the Company or one of its affiliates. (d) If the Executive dies prior to the total distribution of the Distributable Balance, the Company shall pay such Balance, in a lump sum within forty-five (45) days following the Executive’s death, to the Executive’s Designated Beneficiary (as hereinafter defined). However, the Executive may designate in paragraph 2(g) that, if the Executive is married at the time of death and designates his or her spouse as beneficiarydeath, the installment payments specified in paragraph 2(g) immediately shall commence to be paid at the time set forth in paragraph 2(f) or, if previously being paid to the Executive, shall continue to be paid to the surviving spouse after the Executive’s death. If such spouse dies before all payments are made, the remainder of the Distributable Balance shall be paid in a lump sum within forty-five (45) days following the spouse’s death in accordance with any secondary beneficiary designations of the Executive or, if no Designated Beneficiary is then living, as provided in paragraph 3(b). (e) The Executive must elect in paragraph 2(g) the payment method for receiving his/her Distributable Balance in either a lump sum or in an indicated number of installments. This determination must be made at the time of execution of the Agreement and will apply to the entire Distributable Balance. (f) In the event the Executive chooses the installment option, the Executive must inform the Company of the number of installments he or she wishes to receive. The installments will be paid quarterly (not to exceed 40 quarters) commencing with the fifteenth day of the first month of the calendar quarter following the calendar quarter in which the Executive becomes entitled to payment (whether by reason of the Executive’s election of a Payment Date pursuant to paragraph 2(i) below or by reason of the Executive’s death or disability)payment. Installments will then be paid on the fifteenth day of the first month of each succeeding calendar quarter until the entire Distributable Balance Balance, has been paid. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the entitlement to a series of installment payments shall be treated as the entitlement to a single payment as of the date the first installment is scheduled to be paid. If the Executive chooses the lump sum option, such sum will must be paid within forty-five (45) days after the date the Executive becomes entitled to payment. (g) Election for payment of the Distributable Balance (choose one option): i) x X Lump sum distribution; or

Payment of Deferred Compensation. (a) On the earlier of (i) the date specified by the Executive in paragraph 2(i), (ii) the date the Executive has a separation from service for whatever reason and (iii) the date the Executive is determined to suffer a disability, the Company shall compute the “Distributable Balance” in the Deferred Compensation Account. This Distributable Balance shall include (i) all bonus deferrals made through the current month and (ii) if the Executive has a separation from service as a result of retirement or death or is determined to suffer a disability, all Company Match amounts credited to the Deferred Compensation Account, or, if the Executive does not have a separation from service or has a separation from service for any other reason and is not determined to suffer a disability, the vested Company Match amounts credited to the Deferred Compensation Account in accordance with the vesting schedule in paragraph 1(b). For all purposes of this Agreement, the Executive shall be deemed to have a separation from service as a result of retirement if the Executive separates from service on or after attaining his or her Early or Normal Retirement Date under the Telephone and Data Systems, Inc. Pension Plan. (b) All payments of deferred compensation hereunder will be made in whole shares of common stock of the Company and cash equal to the Fair Market Value of any fractional share. (c) If the Executive becomes disabled, the Distributable Balance immediately Company shall become payable pay the Deferred Compensation Account to the Executive in accordance with the Executive’s payment election in paragraph 2(g2(e). A lump sum payment shall be made or installment payments shall commence (as elected by the Executive in paragraph 2(g2(e)) at the time set forth in paragraph 2(f2(d). For purposes of this Agreement, an Executive shall be deemed to be disabled if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan of the Company or one of its affiliates. (db) If the Executive dies prior to the total distribution of the Distributable BalanceDeferred Compensation Account, the Company shall pay such BalanceAccount, in a lump sum within forty-five (45) days following the Executive’s death, to the Executive’s Designated Beneficiary (as hereinafter defined). However, the Executive may designate in paragraph 2(g2(e) that, if the Executive is married at the time of death and designates his or her spouse as beneficiarydeath, the installment payments specified in paragraph 2(g2(e) immediately shall commence to be paid at the time set forth in paragraph 2(f2(d) or, if previously being paid to the Executive, shall continue to be paid to the surviving spouse after the Executive’s death. If such spouse dies before all payments are made, the remainder balance of the Distributable Balance Deferred Compensation Account shall be paid in a lump sum within forty-five (45) days following the spouse’s death in accordance with any secondary beneficiary designations of the Executive or, if no Designated Beneficiary is then living, as provided in paragraph 3(b). (ec) The Executive must elect in paragraph 2(g2(e) the payment method for receiving his/her Distributable Balance Deferred Compensation Account in either a lump sum or in an indicated number of installments. This determination must be made at the time of execution of the Agreement and will apply to the entire Distributable BalanceDeferred Compensation Account. (fd) In the event the Executive chooses the installment option, the Executive must inform the Company of the number of installments he or she wishes to receive. The installments will be paid quarterly (not to exceed 40 20 quarters) commencing with the fifteenth day of the first month of the calendar quarter following the calendar quarter in which the Executive becomes entitled to payment (whether by reason of the Executive’s election of a Payment Date pursuant to paragraph 2(i) below or by reason of the Executive’s death or disability)payment. Installments will then be paid on the fifteenth day of the first month of each succeeding calendar quarter until the entire Distributable Balance Deferred Compensation Account, which includes interest earned during the installment period, has been paid. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the entitlement to a series of installment payments shall be treated as the entitlement to a single payment as of the date the first installment is scheduled to be paid. If the Executive chooses the lump sum option, such sum will must be paid within forty-five (45) days after the date the Executive becomes entitled to payment. (ge) Election for payment of the Distributable Balance Deferred Compensation Account (choose one option): i) x Lump sum distribution; or ii) X Installment Method. The amount of each installment shall be equal to one- 20th (cannot be less than one-twentieth) of the value of the Deferred Compensation Account immediately preceding the first installment payment, plus accrued interest compounded monthly for the current calendar quarter. Installment payments (to be completed only if item ii) – Installment Method is selected above): X shall shall not be paid or continue to be paid to the Executive’s spouse after the death of the Executive. (f) The Executive must elect in paragraph 2(g) the payment date for receiving his/her Deferred Compensation Account. This date is to be either his/her separation from service, or a specified date in 2007 or later. This determination must be made at the time of execution of the Agreement and will apply to the entire Deferred Compensation Account. (g) Election of Payment Date (choose one option): i) X Separation from service; or ii) Specified Date: (must be in 2007 or later). Notwithstanding anything to the contrary in this Agreement, if the Executive is a key employee and is entitled to payment by reason of a separation from service, no payment shall be made from the Deferred Compensation Account before the date which is six months after the date of separation from service (or if earlier, the date of death of the Executive). The aggregate amount of any payments which the Executive cannot receive during the six-month period following the Executive’s separation from service due to being a key employee shall be paid to the Executive within forty-five (45) days after the end of such six-month period. The determination of whether the Executive is a key employee shall be made in accordance with Section 416(i) of the Code as implemented by the guidance provided by the Treasury for Section 409A of the Code with an identification date of December 31. For all purposes of this Agreement, a “separation from service” shall be a termination of employment within the meaning of the guidance provided by the Treasury for Section 409A of the Code. (h) In the event of an unforeseeable emergency, the Executive may make withdrawals from the Deferred Compensation Account but only in accordance with Section 409A of the Code and the related Treasury guidance. An unforeseeable emergency means a severe financial hardship to the Executive resulting from an illness or accident of the Executive, the Executive’s spouse or a dependent (as defined in Section 152(a) of the Code) of the Executive, loss of the Executive’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. The circumstances that will constitute an emergency will depend upon the facts of each case, but, in any case, payment may not exceed an amount reasonably necessary to satisfy such emergency plus amounts necessary to pay taxes or penalties reasonably anticipated as a result of such payment after taking into account the extent to which such hardship is or may be relieved (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Executive’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (c) by cessation of deferrals hereunder. Examples of what are not considered to be unforeseeable emergencies include the need to send an Executive’s child to college or the desire to purchase a home. Examples of what may be considered to be unforeseeable emergencies include (i) the imminent foreclosure of or eviction from the Executive’s primary residence, (ii) the need to pay for medical expenses, including non-refundable deductibles and the cost of prescription drug medication and (iii) the need to pay for funeral expenses of a spouse or dependent (as defined in Section 152(a) of the Code). In the event the Company approves the payment of a withdrawal due to an unforeseeable emergency, (a) such payment shall be made by the Company to the Executive in a lump sum within forty-five (45) days after approval of such request and (b) the deferral elections made in Sections 1(a) and 1(b) of this Agreement shall be cancelled for the rest of the calendar year. (i) The Executive may make a subsequent election to delay the timing or change the form of payment, provided that (a) such election shall not be effective until 12 months after the date on which the election is made; (b) except in the case of elections relating to payments on account of death, disability or unforeseeable emergency, the payment with respect to such election must be deferred for a period of not less than five years from the date such payment would otherwise have been made (or, in the case of installment payments, five years from the date the first amount was scheduled to be paid); and (c) such election cannot be made less than 12 months prior to the date of the scheduled payment (or, in the case of installment payments, 12 months prior to the date the first amount was scheduled to be paid.

Payment of Deferred Compensation. (a) On the earlier of (i) the date specified by the Executive in paragraph 2(i), (ii) the date the Executive has a separation from service for whatever reason and (iii) the date the Executive is determined to suffer a disability, the Company shall compute the “Distributable Balance” in the Deferred Compensation Account. This Distributable Balance shall include (i) all bonus deferrals made through the current month and (ii) if the Executive has a separation from service as a result of retirement or death or is determined to suffer a disability, all Company Match amounts credited to the Deferred Compensation Account, or, if the Executive does not have a separation from service or has a separation from service for any other reason and is not determined to suffer a disability, the vested Company Match amounts credited to the Deferred Compensation Account in accordance with the vesting schedule in paragraph 1(b). For all purposes of this Agreement, the Executive shall be deemed to have a separation from service as a result of retirement if the Executive separates from service on or after attaining his or her Early or Normal Retirement Date under the Telephone and Data Systems, Inc. Pension Plan. (b) All payments of deferred compensation hereunder will be made in whole shares of common stock of the Company and cash equal to the Fair Market Value of any fractional share. (c) If the Executive becomes disabled, the Distributable Balance immediately Company shall become payable pay the Deferred Compensation Account to the Executive in accordance with the Executive’s payment election in paragraph 2(g2(e). A lump sum payment shall be made or installment payments shall commence (as elected by the Executive in paragraph 2(g2(e)) at the time set forth in paragraph 2(f2(d). For purposes of this Agreement, an Executive shall be deemed to be disabled if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan of the Company or one of its affiliates. (db) If the Executive dies prior to the total distribution of the Distributable BalanceDeferred Compensation Account, the Company shall pay such BalanceAccount, in a lump sum within forty-five (45) days following the Executive’s death, to the Executive’s Designated Beneficiary (as hereinafter defined). However, the Executive may designate in paragraph 2(g2(e) that, if the Executive is married at the time of death and designates his or her spouse as beneficiarydeath, the installment payments specified in paragraph 2(g2(e) immediately shall commence to be paid at the time set forth in paragraph 2(f2(d) or, if previously being paid to the Executive, shall continue to be paid to the surviving spouse after the Executive’s death. If such spouse dies before all payments are made, the remainder balance of the Distributable Balance Deferred Compensation Account shall be paid in a lump sum within forty-five (45) days following the spouse’s death in accordance with any secondary beneficiary designations of the Executive or, if no Designated Beneficiary is then living, as provided in paragraph 3(b). (ec) The Executive must elect in paragraph 2(g2(e) the payment method for receiving his/her Distributable Balance Deferred Compensation Account in either a lump sum or in an indicated number of installments. This determination must be made at the time of execution of the Agreement and will apply to the entire Distributable BalanceDeferred Compensation Account. (fd) In the event the Executive chooses the installment option, the Executive must inform the Company of the number of installments he or she wishes to receive. The installments will be paid quarterly (not to exceed 40 20 quarters) commencing with the fifteenth day of the first month of the calendar quarter following the calendar quarter in which the Executive becomes entitled to payment (whether by reason of the Executive’s election of a Payment Date pursuant to paragraph 2(i) below or by reason of the Executive’s death or disability)payment. Installments will then be paid on the fifteenth day of the first month of each succeeding calendar quarter until the entire Distributable Balance Deferred Compensation Account, which includes interest earned during the installment period, has been paid. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the entitlement to a series of installment payments shall be treated as the entitlement to a single payment as of the date the first installment is scheduled to be paid. If the Executive chooses the lump sum option, such sum will must be paid within forty-five (45) days after the date the Executive becomes entitled to payment. (ge) Election for payment of the Distributable Balance Deferred Compensation Account (choose one option): i) x X Lump sum distribution; or

Payment of Deferred Compensation. (a) On In the earlier of (i) the date specified by event the Executive in paragraph 2(i), (ii) the date the Executive has a separation from service terminates his/her employment for whatever reason and (iii) the date the Executive is determined to suffer a disabilityreason, the Company shall must compute the “Distributable Ending Balance” in the Deferred Compensation Account. This Distributable Ending Balance shall include (i) all bonus deferrals and interest as of the last day of the preceding month, and any deferrals made through in the current month and (ii) if the Executive has a separation from service as a result of retirement or death or is determined to suffer a disability, all Company Match amounts credited to the Deferred Compensation Account, or, if the Executive does not have a separation from service or has a separation from service for any other reason and is not determined to suffer a disability, the vested Company Match amounts credited to the Deferred Compensation Account in accordance with the vesting schedule in paragraph 1(b)month. For all purposes of this Agreement, the Executive shall be deemed to have a separation from service as a result of retirement if the Executive separates from service on or after attaining his or her Early or Normal Retirement Date under the Telephone and Data Systems, Inc. Pension Plan. (b) All payments Payment of deferred compensation hereunder under this event will be made in whole shares of common stock of the Company and cash equal to the Fair Market Value of any fractional share. (c) If the Executive becomes disabled, the Distributable Balance immediately shall become payable to the Executive in accordance with the Executive’s payment method election in paragraph 2(g). A lump sum payment shall be made or installment payments shall commence (as elected by the Executive in paragraph 2(g)) at the time set forth in paragraph 2(f). For purposes of this Agreement, an Executive shall be deemed to be disabled if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan of the Company or one of its affiliates. (d) If the Executive dies prior to the total distribution of the Distributable Balance, the Company shall pay such Balance, in a lump sum within forty-five (45) days following the Executive’s death, to the Executive’s Designated Beneficiary (as hereinafter defined). However, the Executive may designate in paragraph 2(g) that, if the Executive is married at the time of death and designates his or her spouse as beneficiary, the installment payments specified in paragraph 2(g) immediately shall commence to be paid at the time set forth in paragraph 2(f) or, if previously being paid to the Executive, shall continue to be paid to the surviving spouse after the Executive’s death. If such spouse dies before all payments are made, the remainder of the Distributable Balance shall be paid in a lump sum within forty-five (45) days following the spouse’s death in accordance with any secondary beneficiary designations of the Executive or, if no Designated Beneficiary is then living, as provided in paragraph 3(b2(e). (eb) The Executive must elect in paragraph 2(g) the payment method for receiving his/her Distributable Ending Balance either in either a lump sum or in an indicated number of installments. This determination must be made at the time of execution of the Agreement agreement in Section 2(e) and will apply to all deferrals. Any amendment changing the entire Distributable Balanceinstallment method of payment must be made at least one (1) year prior to the termination of employment to be considered effective. (fc) In the event the Executive chooses the installment option, the Executive must inform the Company of the number of installments he or she wishes to receive. The installments will be paid quarterly (not to exceed 40 20 quarters) commencing with the fifteenth day of the first month of the calendar quarter following the calendar quarter in which the Executive becomes entitled to payment (whether by reason of the Executive’s election of a Payment Date pursuant to paragraph 2(i) below or by reason of service with the Executive’s death or disability)Company terminates. Installments will then be paid on the fifteenth day of the first month of each succeeding calendar quarter until the entire Distributable Ending Balance and all accrued interest, which includes interest earned during the installment period, has been paid. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the entitlement to a series of installment payments shall be treated as the entitlement to a single payment as of the date the first installment is scheduled to be paid. If the Executive chooses the lump sum option, such sum will must be paid within forty-five (45) days after the date Executive’s service with the Executive becomes entitled to paymentCompany terminates. (gd) Election for payment If the Executive dies prior to the total distribution of the Distributable Balance Ending Balance, the Company shall pay an amount equal to the then current balance including accrued interest in the Deferred Compensation Account, in a lump sum within forty-five (45) days following the Executive’s death to the Executive’s Designated Beneficiary (as hereinafter defined). However, if the Executive is married at the time of death, the Executive may designate (at the time of entering this Agreement or upon a subsequent marriage) that the payments specified in 2(c) shall continue to the spouse. If such spouse dies before all payments are made, the procedures in 3(a) and 3(b) shall apply. (e) Payment of Deferred Compensation Election (choose one option): i) x Lump sum distribution; or ii) Installment method. The amount of each installment shall be equal to one- (cannot be less than one-twentieth) of the Ending Balance plus accrued interest compounded monthly for the preceding calendar quarter. If the Executive does not fully complete the blanks shown in paragraph 2(e), Executive will receive the lump sum option. (f) The Executive must elect the deferral date for receiving his/her Ending Balance. This date is to be either retirement, or a specific date greater than one year from the date of this agreement. This determination must be made at the time of execution of the agreement in Section 2(g) and will apply to all deferrals. (g) Election of Deferral Date (choose one option): i) Retirement; or ii) Specific Date: (must be greater than one year from the date of this agreement) If the executive does not fully complete the blanks shown in paragraph 2(g), Executive will receive the retirement deferral option. (h) If for any reason, all or any portion of an Executive’s balance under this plan becomes taxable to the Executive prior to receipt, an Executive may make a request to the Company for a distribution of that portion of his or her balance that has become taxable. In the event the Company approves the payment of withdrawal, such payment shall be made by the Company to the Executive in a lump sum within 45 days after approval of such a request.

Payment of Deferred Compensation. (a) On In the earlier of (i) the date specified by event the Executive in paragraph 2(i), (ii) the date the Executive has a separation from service terminates his/her employment for whatever reason and (iii) the date the Executive is determined to suffer a disabilityreason, the Company shall must compute the “Distributable "Ending Balance” " in the Deferred Compensation Account. This Distributable Ending Balance shall include (i) all bonus deferrals and interest as of the last day of the preceding month, and any deferrals made through in the current month and (ii) if month. In the event that the Executive has a separation from service as a result becomes disabled, his/her employment shall for these purposes be deemed to terminate on the first day of retirement or death or is determined the month in which he/she begins to suffer a disability, all Company Match amounts credited to receive long term disability payments provided by the Deferred Compensation Account, or, if the Executive does not have a separation from service or has a separation from service for any other reason and is not determined to suffer a disabilityCompany's insurance carrier (thus, the vested Company Match amounts credited to Ending Balance shall be computed as of the Deferred Compensation Account preceding month). Payment of deferred compensation under these events will be in accordance with the vesting schedule Executive's payment method election in paragraph 1(b2(e). For all purposes of this Agreement, the Executive shall be deemed to have a separation from service as a result of retirement if the Executive separates from service on or after attaining his or her Early or Normal Retirement Date under the Telephone and Data Systems, Inc. Pension Plan. (b) All payments of deferred compensation hereunder will be made in whole shares of common stock of the Company and cash equal to the Fair Market Value of any fractional share. (c) If the Executive becomes disabled, the Distributable Balance immediately shall become payable to the Executive in accordance with the Executive’s payment election in paragraph 2(g). A lump sum payment shall be made or installment payments shall commence (as elected by the Executive in paragraph 2(g)) at the time set forth in paragraph 2(f). For purposes of this Agreement, an Executive shall be deemed to be disabled if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan of the Company or one of its affiliates. (d) If the Executive dies prior to the total distribution of the Distributable Balance, the Company shall pay such Balance, in a lump sum within forty-five (45) days following the Executive’s death, to the Executive’s Designated Beneficiary (as hereinafter defined). However, the Executive may designate in paragraph 2(g) that, if the Executive is married at the time of death and designates his or her spouse as beneficiary, the installment payments specified in paragraph 2(g) immediately shall commence to be paid at the time set forth in paragraph 2(f) or, if previously being paid to the Executive, shall continue to be paid to the surviving spouse after the Executive’s death. If such spouse dies before all payments are made, the remainder of the Distributable Balance shall be paid in a lump sum within forty-five (45) days following the spouse’s death in accordance with any secondary beneficiary designations of the Executive or, if no Designated Beneficiary is then living, as provided in paragraph 3(b). (e) The Executive must elect in paragraph 2(g) the payment method for receiving his/her Distributable Ending Balance either in either a lump sum or in an indicated number of installments. This determination must be made at the time of execution of the Agreement agreement in Section 2(e) and will apply to all deferrals. Any amendment changing the entire Distributable Balanceinstallment method of payment must be made at least two (2) years prior to the termination of employment to be considered effective. (fc) In the event the Executive chooses the installment option, the Executive must inform the Company of the number of installments he or she wishes to receive. The installments will be paid quarterly (not to exceed 40 20 quarters) commencing with the fifteenth day of the first month of the calendar quarter following the calendar quarter in which the Executive becomes entitled to payment (whether by reason of Executive's service with the Executive’s election of a Payment Date pursuant to paragraph 2(i) below or by reason of the Executive’s death or disability)Company terminates. Installments will then be paid on the fifteenth day of the first month of each succeeding calendar quarter until the entire Distributable Ending Balance and all accrued interest, which includes interest earned during the installment period, has been paid. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the entitlement to a series of installment payments shall be treated as the entitlement to a single payment as of the date the first installment is scheduled to be paid. If the Executive chooses the lump sum option, such sum will must be paid within forty-five (45) days after the date Executive's service with the Executive becomes entitled to paymentCompany terminates. (gd) Election for payment If the Executive dies prior to the total distribution of the Distributable Balance Ending Balance, the Company shall pay an amount equal to the then current balance including accrued interest in the Deferred Compensation Account, in a lump sum within forty-five (45) days following the Executive's death to the Executive's Designated Beneficiary (as hereinafter defined). However, if the Executive is married at the time of death, the Executive may designate (at the time of entering this Agreement or upon a subsequent marriage) that the payments specified in 2(c) shall continue to the spouse. If such spouse dies before all payments are made, the procedures in 3(a) and 3(b) shall apply. (e) Payment of Deferred Compensation Election (choose one option): ): i) x CHECK Lump sum distribution; oror -------------

Payment of Deferred Compensation. (a) On the earlier of the (i) the date specified by the Executive in paragraph 2(i), (ii) the date the Executive has a separation from service for whatever reason and (iii) the date the Executive is determined to suffer a disability, the Company shall compute the “Distributable Balance” in the Deferred Compensation AccountAccount on such date. This Distributable Balance shall include (i) all bonus deferrals made through the current month and (ii) if the Executive has a separation from service as a result of retirement or death or is determined to suffer a disability, all Company Match amounts credited to the Deferred Compensation Account, or, if the Executive does not have a separation from service or has a separation from service for any other reason and is not determined to suffer a disability, the vested Company Match amounts credited to the Deferred Compensation Account in accordance with the vesting schedule in paragraph 1(b). For all purposes of this Agreement, the Executive shall be deemed to have a separation from service as a result of retirement if the Executive separates from service on or after attaining his or her Early or Normal Retirement Date under the Telephone and Data Systems, Inc. Pension Plan. (b) All payments of deferred compensation hereunder will be made in whole shares of common stock of the Company and cash equal to the Fair Market Value of any fractional share. (c) If the Executive becomes disabled, the Company shall pay the Distributable Balance immediately shall become payable to the Executive in accordance with the Executive’s payment election in paragraph 2(g). A lump sum payment shall be made or installment payments shall commence (as elected by the Executive in paragraph 2(g)) at the time set forth in paragraph 2(f). For purposes of this Agreement, an Executive shall be deemed to be disabled if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan of the Company or one of its affiliates. (d) If the Executive dies prior to the total distribution of the Distributable Balance, the Company shall pay such Balance, in a lump sum within forty-five (45) days following the Executive’s death, to the Executive’s Designated Beneficiary (as hereinafter defined). However, the Executive may designate in paragraph 2(g) that, if the Executive is married at the time of death and designates his or her spouse as beneficiarydeath, the installment payments specified in paragraph 2(g) immediately shall commence to be paid at the time set forth in paragraph 2(f) or, if previously being paid to the Executive, shall continue to be paid to the surviving spouse after the Executive’s death. If such spouse dies before all payments are made, the remainder of the Distributable Balance shall be paid in a lump sum within forty-five (45) days following the spouse’s death in accordance with any secondary beneficiary designations of the Executive or, if no Designated Beneficiary is then living, as provided in paragraph 3(b). (e) The Executive must elect in paragraph 2(g) the payment method for receiving his/her Distributable Balance in either a lump sum or in an indicated number of installments. This determination must be made at the time of execution of the Agreement and will apply to the entire Distributable Balance. (f) In the event the Executive chooses the installment option, the Executive must inform the Company of the number of installments he or she wishes to receive. The installments will be paid quarterly (not to exceed 40 quarters) commencing with the fifteenth day of the first month of the calendar quarter following the calendar quarter in which the Executive becomes entitled to payment (whether by reason of the Executive’s election of a Payment Date pursuant to paragraph 2(i) below or by reason of the Executive’s death or disability)payment. Installments will then be paid on the fifteenth day of the first month of each succeeding calendar quarter until the entire Distributable Balance Balance, has been paid. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the entitlement to a series of installment payments shall be treated as the entitlement to a single payment as of the date the first installment is scheduled to be paid. If the Executive chooses the lump sum option, such sum will must be paid within forty-five (45) days after the date the Executive becomes entitled to payment. (g) Election for payment of the Distributable Balance (choose one option): i) x Lump sum distribution; or ii) X Installment Method. The amount of each installment shall be equal to one- 20th (cannot be less than one-fortieth) of the Distributable Balance immediately preceding the first installment payment. Installment payments (to be completed only if item ii) – Installment Method was selected above): X shall shall not be paid or continue to be paid to the Executive’s spouse after the death of the Executive. (h) The Executive must elect in paragraph 2(i) the payment date for receiving his/her Distributable Balance. This date is to be either his/her separation from service, or a specified date in 2010 or later. This determination must be made at the time of execution of the Agreement and will apply to the entire Distributable Balance. (i) Election of Payment Date (choose one option): i) X Separation from service; or ii) Specified Date: (must be in 2010 or later). Notwithstanding anything to the contrary in this Agreement, if the Executive is a key employee and is entitled to payment by reason of a separation from service for a reason other than disability or death, no payment shall be made from the Deferred Compensation Account before the date which is six months after the date of separation from service (or if earlier, the date of death of the Executive). The aggregate amount of any payments which the Executive cannot receive during the six-month period following the Executive’s separation from service due to being a key employee shall be paid to the Executive within forty-five (45) days after the end of such six-month period. The determination of whether the Executive is a key employee shall be made in accordance with Section 416(i) of the Code as implemented by the guidance provided by the Treasury for Section 409A of the Code with an identification date of December 31. For all purposes of this Agreement, a “separation from service” shall be a termination of employment within the meaning of the guidance provided by the Treasury for Section 409A of the Code. (j) In the event of an unforeseeable emergency, the Executive may make withdrawals from the vested amounts in the Deferred Compensation Account but only in accordance with Section 409A of the Code and the related Treasury guidance. An unforeseeable emergency means a severe financial hardship to the Executive resulting from an illness or accident of the Executive, the Executive’s spouse or a dependent (as defined in Section 152(a) of the Code) of the Executive, loss of the Executive’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. The circumstances that will constitute an emergency will depend upon the facts of each case, but, in any case, payment may not exceed an amount reasonably necessary to satisfy such emergency plus amounts necessary to pay taxes or penalties reasonably anticipated as a result of such payment after taking into account the extent to which such hardship is or may be relieved (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Executive’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (c) by cessation of deferrals hereunder. Examples of what are not considered to be unforeseeable emergencies include the need to send an Executive’s child to college or the desire to purchase a home. Examples of what may be considered to be unforeseeable emergencies include (i) the imminent foreclosure of or eviction from the Executive’s primary residence, (ii) the need to pay for medical expenses, including non-refundable deductibles and the cost of prescription drug medication and (iii) the need to pay for funeral expenses of a spouse or dependent (as defined in Section 152(a) of the Code). In the event the Company approves the payment of a withdrawal due to an unforeseeable emergency, (a) such payment shall be made by the Company to the Executive in a lump sum within forty-five (45) days after approval of such request and (b) the deferral election made in Section 1(a) of this Agreement shall be cancelled. (k) The Executive may make a subsequent election to delay the timing or change the form of payment, provided that (a) such election shall not be effective until 12 months after the date on which the election is made; (b) except in the case of elections relating to payments on account of death, disability or unforeseeable emergency, the payment with respect to such election must be deferred for a period of not less than five years from the date such payment would otherwise have been made (or, in the case of installment payments, five years from the date the first amount was scheduled to be paid); and (c) such election cannot be made less than 12 months prior to the date of the scheduled payment (or, in the case of installment payments, 12 months prior to the date the first amount was scheduled to be paid).

Payment of Deferred Compensation. (a) On the earlier of (i) the date specified by the Executive in paragraph 2(i), (ii) or the date the Executive has a separation from service for whatever reason and (iii) the date the Executive is determined to suffer a disabilityreason, the Company shall compute the “Distributable Balance” in the Deferred Compensation AccountAccount on such date. This Distributable Balance shall include (i) all bonus deferrals made through the current month and (ii) if the Executive has a separation from service as a result of retirement retirement, disability or death or is determined to suffer a disabilitydeath, all Company Match amounts credited to the Deferred Compensation Account, or, if the Executive does not have a separation from service or has a separation from service for any other reason and is not determined to suffer a disabilityreason, the vested Company Match amounts credited to the Deferred Compensation Account in accordance with the vesting schedule in paragraph 1(b). For all purposes of this Agreement, the Executive shall be deemed to have a separation from service as a result of retirement if the Executive separates from service on or after attaining his or her Early or Normal Retirement Date under the Telephone and Data Systems, Inc. Pension Plan. (b) All payments of deferred compensation hereunder will be made in whole shares of common stock of the Company and cash equal to the Fair Market Value of any fractional share. (c) If the Executive becomes disabled, the Company shall pay the Distributable Balance immediately shall become payable to the Executive in accordance with the Executive’s payment election in paragraph 2(g). A lump sum payment shall be made or installment payments shall commence (as elected by the Executive in paragraph 2(g)) at within forty-five (45) days following the time set forth in paragraph 2(f)date the Company verifies such disability. For purposes of this Agreement, an Executive shall be deemed to be disabled if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan of the Company or one of its affiliates. (d) If the Executive dies prior to the total distribution of the Distributable Balance, the Company shall pay such Balance, in a lump sum within forty-five (45) days following the Executive’s death, to the Executive’s Designated Beneficiary (as hereinafter defined). However, the Executive may designate in paragraph 2(g) that, if the Executive is married at the time of death and designates his or her spouse as beneficiarydeath, the installment payments specified in paragraph 2(g) immediately shall commence to be paid at within forty-five (45) days following the time set forth in paragraph 2(f) Executive’s death or, if previously being paid to the Executive, shall continue to be paid to the surviving spouse after the Executive’s death. If such spouse dies before all payments are made, the remainder of the Distributable Balance shall be paid in a lump sum within forty-five (45) days following the spouse’s death in accordance with any secondary beneficiary designations of the Executive or, if no Designated Beneficiary designated beneficiary is then living, as provided in paragraph 3(b). (e) The Executive must elect in paragraph 2(g) the payment method for receiving his/her Distributable Balance in either a lump sum or in an indicated number of installments. This determination must be made at the time of execution of the Agreement and will apply to the entire Distributable Balance. (f) In the event the Executive chooses the installment option, the Executive must inform the Company of the number of installments he or she wishes to receive. The installments will be paid quarterly (not to exceed 40 quarters) commencing with the fifteenth day of the first month of the calendar quarter following the calendar quarter in which the Executive becomes entitled to payment (whether by reason of the Executive’s election of a Payment Date pursuant to paragraph 2(i) below or by reason of the Executive’s death or disability)payment. Installments will then be paid on the fifteenth day of the first month of each succeeding calendar quarter until the entire Distributable Balance Balance, has been paid. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the entitlement to a series of installment payments shall be treated as the entitlement to a single payment as of the date the first installment is scheduled to be paid. If the Executive chooses the lump sum option, such sum will must be paid within forty-five (45) days after the date the Executive becomes entitled to payment. (g) Election for payment of the Distributable Balance (choose one option): i) x X Lump sum distribution; or ii) Installment method. The amount of each installment shall be equal to one- (cannot be less than one-fortieth) of the Distributable Balance immediately preceding the first installment payment. Installment payments (to be completed only if item ii) – Installment Method was selected above): shall shall not be paid or continue to be paid to the Executive's spouse after the death of the Executive. (h) The Executive must elect in paragraph 2 (i) the payment date for receiving his/her Distributable Balance. This date is to be either his/her separation from service, or a specified date in 2009 or later. This determination must be made at the time of execution of the Agreement and will apply to the entire Distributable Balance. (i) Election of Payment Date (choose one option): i) X Separation from service; or ii) Specific Date: (must be in 2009 or later). Notwithstanding anything to the contrary in this Agreement, if the Executive is a key employee, as defined in Section 416(i) of the Internal Revenue Code of 1986, as amended, (the “Code”), and is entitled to payment by reason of a separation from service, no payment shall be made from the Deferred Compensation Account before the date which is six months after the date of separation from service (or if earlier, the date of death of the Executive). For all purposes of this Agreement a “separation from service” shall be a termination of employment within the meaning of the guidance provided by the Treasury for Section 409A of the Code. (j) In the event of an unforeseeable emergency, the Executive may make withdrawals from the vested amounts in the Deferred Compensation Account but only in accordance with Section 409A of the Code and the related Treasury Regulations. An unforeseeable emergency means a severe financial hardship to the Executive resulting from an illness or accident of the Executive, the Executive’s spouse or a dependent (as defined in Section 152(a) of the Code) of the Executive, loss of the Executive’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. The circumstances that will constitute an emergency will depend upon the facts of each case, but, in any case, payment may not exceed an amount necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such payment after taking into account the extent to which such hardship is or may be relieved (a) through reimbursement or compensation by insurance or otherwise or (b) by liquidation of the Executive’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship. Examples of what are not considered to be unforeseeable emergencies include the need to send an Executive’s child to college or the desire to purchase a home. In the event the Company approves the payment of a withdrawal due to an unforeseeable emergency, such payment shall be made by the Company to the Executive in a lump sum within forty-five (45) days after approval of such request. (k) The Executive may make a subsequent election to delay the timing or change the form of payment, provided that (a) such election shall not be effective until 12 months after the date on which the election is made; (b) except in the case of elections relating to payments on account of death, disability or unforeseeable emergency, the first payment with respect to such election must be deferred for a period of not less than five years from the date such payment would otherwise have been made; and (c) such election cannot be made less than 12 months prior to the date of the first scheduled payment.