TELEPHONE AND DATA SYSTEMS, INC. (a Delaware corporation) Debt Securities TERMS AGREEMENT

Exhibit 1.2

TELEPHONE AND DATA SYSTEMS, INC.

(a Delaware corporation)

Debt Securities

TERMS AGREEMENT

November 26, 2012

To: Telephone and Data Systems, Inc.
00 X. XxXxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000

Ladies and Gentlemen:

We understand that Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell $175,000,000 aggregate principal amount of its senior debt securities (the “Securities”) (such securities also being hereinafter referred to as the “Initial Underwritten Securities”).  Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Initial Underwritten Securities opposite their names set forth below at the purchase price set forth below, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased.

Underwriters		Principal Amount of Initial Underwritten Securities
Citigroup Global Markets Inc.		$	36,093,750
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		36,093,750
UBS Securities LLC		36,093,750
Xxxxx Fargo Securities, LLC		36,093,750
RBC Capital Markets, LLC		8,750,000
BNY Mellon Capital Markets, LLC		3,500,000
Comerica Securities, Inc.		3,500,000
TD Securities (USA) LLC		3,500,000
U.S. Bancorp Investments, Inc.		3,500,000
BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, LLC		875,000
Xxxxxxxx Xxxxxx Van, LLC		875,000
Xxxxxxx Capital Markets, LLC		875,000
CastleOak Securities, L.P.		875,000
Xxxxxx Xxxxxxxxxx Xxxxx LLC		875,000
KeyBanc Capital Markets Inc.		875,000
Xxxxxx X. Xxxxxxx & Co., Inc.		875,000
Xxxxxx X. Xxxxx & Co. Incorporated		875,000
The Xxxxxxxx Capital Group, L.P.		875,000
Total		$	175,000,000

The Underwritten Securities shall have the following terms:

Debt Securities

Title:		5.875% Senior Notes due 2061
Rank:		Senior unsecured obligations of the Company
Aggregate principal amount of Initial Underwritten Securities:		$175,000,000
Option Underwritten Securities:		$25,000,000 aggregate principal amount of Notes, at the public offering price, less the underwriting discount
Denominations:		$25 and integral multiples in excess thereof
Currency of payment:		US Dollars
Interest rate:		5.875% per annum
Interest payment dates:		March 1, June 1, September 1 and December 1, beginning March 1, 2013
Regular record dates:		The first business day preceding the respective interest payment date
Stated maturity date:		December 1, 2061
Redemption provisions:		The Notes may be redeemed, in whole or in part, at the Company’s option at any time on and after December 1, 2017 at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to the redemption date
Sinking fund requirements:		None
Conversion provisions:		None
Listing requirements:		NYSE within 30 days of settlement date
CUSIP / ISIN:		879433 795 / US8794337951
Black-out provisions:		November 26, 2012 through December 3, 2012

2

Price to Public:		$25 per Note; 100% of the principal amount, plus accrued interest, if any, from December 3, 2012
Purchase price:		$24.2125 per Note; 96.85% of principal amount, plus accrued interest, if any, from December 3, 2012
Form:		Book-entry only
Other terms and conditions:		None
Initial Sale Time:		4:40 P.M., New York City time, on November 26, 2012
Free writing prospectuses included in Disclosure Package (See Section 1(a)(2)):		Free writing prospectuses, dated November 26, 0000
Xxxxxxxxxx xxxx show or other written communications included in Company Additional Written Communication (See Section 1(a)(7)):		None
Closing date and location:		December 3, 2012 at the offices of Sidley Austin LLP, Xxx X. Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000

All of the provisions contained in the document attached as Annex I hereto entitled “TELEPHONE AND DATA SYSTEMS, INC. — Debt Securities — Final Term Sheet” as was filed with the Securities and Exchange Commission on November 26, 2012, and the document attached as Annex II hereto entitled “TELEPHONE AND DATA SYSTEMS, INC.  — Debt Securities — Underwriting Agreement” are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein.  Terms defined in such document are used herein as therein defined.

3

Please accept this offer no later than 6:00 o’clock P.M. (New York City time) on November 26, 2012 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.

				Very truly yours,
				CITIGROUP GLOBAL MARKETS INC.
				XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
				INCORPORATED
				UBS SECURITIES LLC
				XXXXX FARGO SECURITIES, LLC
				As Representatives of the Several
				Underwriters Referred to Below
				BY: XXXXX FARGO SECURITIES, LLC
				By:	/s/ Xxxxxxx Xxxxxx
					Name:	Xxxxxxx Xxxxxx
					Title:	Director
				Acting on behalf of itself and the other named Underwriters.
Accepted:
TELEPHONE AND DATA SYSTEMS, INC.
By	/s/ XxXxx X. Xxxxxxx, Xx.
	Name:		XxXxx X. Xxxxxxx, Xx.
	Title:		President and Chief Executive Officer
By	/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Executive Vice President and Chief Financial Officer

[Signature Page to the Terms Agreement]

Annex I to Terms Agreement

Form of Pricing Term Sheet

Free Writing Prospectus

(To Prospectus dated November 26, 2012 and

Preliminary Prospectus Supplement Dated November 26, 2012)

$175,000,000

Telephone and Data Systems, Inc.

5.875% Senior Notes due 2061

Pricing Term Sheet

Issuer:	Telephone and Data Systems, Inc.
Security:	5.875% Senior Notes due 2061
Principal Amount:	$175,000,000
Over-Allotment Option:	The underwriters may purchase up to an additional $25,000,000 principal amount of notes, at the public offering price, less the underwriting discount, within 30 days from the date of the prospectus supplement to cover over-allotments, if any
Denominations:	$25 and integral multiples in excess thereof
Trade Date:	November 26, 2012
Settlement Date:	December 3, 2012 (T+5)
Maturity Date:	December 1, 2061
Coupon:	5.875%
Interest Payment Dates:	March 1, June 1, September 1 and December 1, commencing March 1, 2013
Price to Public:	$25 per note
Optional Redemption:	The Issuer may redeem the Notes, in whole or in part, at any time on and after December 1, 2017 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date
Use of Proceeds:	The net proceeds to be received by the Issuer from the offering, after deducting underwriting discounts and commissions and other offering expenses payable by the Issuer, are estimated to be approximately $168.9 million

A-I-1

	(or $193.1 million if the underwriters exercise their overallotment option in full). The net proceeds will be used for general corporate purposes, including acquisitions
Listing:	The Issuer intends to apply to list the Notes on the New York Stock Exchange under the symbol “TDA.” If the application is approved, trading in the Notes on the New York Stock Exchange is expected to begin within 30 days after the Settlement Date
CUSIP/ISIN:	879433 795/US8794337951
Anticipated Ratings*:
Joint Book-Running Managers:	Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx                     Incorporated UBS Securities LLC Xxxxx Fargo Securities, LLC
Co-Managers:	RBC Capital Markets, LLC BNY Mellon Capital Markets, LLC Comerica Securities, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc.

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.

You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or e-mail xxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx; or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or e-mail xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; or UBS Securities LLC toll-free at 0-000-000-0000, extension 561 3884; or Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000 or e-mail xxxxxxxxxxxxxxx@xxxxxxxxxx.xxx.

A-I-2

Annex II to Terms Agreement

TELEPHONE AND DATA SYSTEMS, INC.

Underwriting Agreement

[see Exhibit 1.1]