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 16, 2010

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 $200,000,000 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.		$	38,500,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		38,500,000
UBS Securities LLC		38,500,000
Xxxxx Fargo Securities, LLC		38,500,000
RBC Capital Markets, LLC		10,000,000
BNY Mellon Capital Markets, LLC		4,000,000
Comerica Securities, Inc.		4,000,000
SunTrust Xxxxxxxx Xxxxxxxx, Inc.		4,000,000
TD Securities (USA) LLC		4,000,000
U.S. Bancorp Investments, Inc.		4,000,000
BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, Inc.		1,000,000
Xxxxxx Xxxxxxxxxx Xxxxx LLC		1,000,000
Xxxxx, Xxxxxxxx & Xxxxx, Inc.		1,000,000
Mesirow Financial, Inc.		1,000,000
Xxxxxx Xxxxxx & Company, Inc.		1,000,000
Xxxxxxxxxxx & Co. Inc.		1,000,000
Xxxxxxx Xxxxx & Associates Inc.		1,000,000
Xxxxxx X. Xxxxx & Co. Incorporated		1,000,000
Xxxxxx, Xxxxxxxx & Company, Incorporated		1,000,000
X.X. Xxxxxxx and Company		650,000
Xxxxxxxx Xxxxxx Van, LLC		650,000
Xxxxxxx Capital Markets, LLC		650,000
CastleOak Securities, L.P.		650,000
X.X. Xxxxxxxx & Co.		650,000
Xxxxxxxxx & Company LLC		625,000
Fidelity Capital Markets, A Division of National Financial Services LLC		625,000
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc.		625,000
KeyBanc Capital Markets Inc.		625,000
Xxxxxx X. Xxxxxxx & Co., Inc.		625,000
The Xxxxxxxx Capital Group, L.P.		625,000
Total		$	200,000,000

The Underwritten Securities shall have the following terms:

	Debt Securities
Title:		6.875% Senior Notes due 2059
Rank:		Senior unsecured obligations of the Company
Aggregate principal amount of Initial Underwritten Securities:		$200,000,000
Option Underwritten Securities:		$30,000,000 aggregate principal amount of Notes,at the public offering price, less the underwriting discount
Denominations:		$25 and integral multiples thereof
Currency of payment:		US Dollars
Interest rate:		6.875% per annum
Interest payment dates:		February 15, May 15, August 15 and November15, beginning on February 15, 2011
Regular record dates:		The first business day preceding the respective interest payment date
Stated maturity date:		November 15, 2059

2

Redemption provisions:		The Notes may be redeemed, in whole or in part, at the Company’s option at any time on and after November 15, 2015 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 845 /US8794338454
Black-out provisions:		November 16, 2010 through November 23, 2010
Price to Public:		$25 per Note; 100% of the principal amount, plus accrued interest, if any, from November 23, 2010
Purchase price:		$24.21 per Note; 96.85% of principal amount, plus accrued interest, if any, from November 23, 2010
Form:		Book-entry only
Other terms and conditions:		None
Initial Sale Time:		12:00 P.M., New York City time, on November 16, 2010
Free writing prospectuses included in
Disclosure Package (See Section 1(a)(2)):		Free writing prospectuses, dated November 16, 0000
Xxxxxxxxxx xxxx show or other written
communications included in Company
Additional Written Communication
(See Section 1(a)(7)):		None
Closing date and location:		November 23, 2010 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 16, 2010, 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 4:00 o’clock P.M. (New York City time) on November 16, 2010 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: CITIGROUP GLOBAL MARKETS INC.
	By:			/s/ Xxxxx X. Xxxxxxxxx
	Authorized Signatory
			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]

Filed Pursuant to Rule 433

Registration No. 333-155078

November ·, 2010

Annex I to Terms Agreement

Form of Pricing Term Sheet

TELEPHONE AND DATA SYSTEMS, INC.

·% Senior Notes due

Pricing Term Sheet

Issuer:		Telephone and Data Systems, Inc.
Security:		·% Senior Notes due
Principal Amount:		$·
Over-Allotment Option:
Denominations:
Trade Date:
Settlement Date:
Maturity Date:
Coupon:		·%
Interest Payment Dates:		·, ·, · and ·, commencing ·, 2011
Price to Public:
Optional Redemption:
Listing:
CUSIP/ISIN:
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. SunTrust Xxxxxxxx Xxxxxxxx, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc.

A-I-1

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 1-877-858-5407; or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or email xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; or UBS Securities LLC toll-free at 0-000-000-0000; or

Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000 or email xxxxxxxxxx.xxxxxxxxxxxxxxx@xxxxxxxx.xxx.

A-I-2

Annex II to Terms Agreement

TELEPHONE AND DATA SYSTEMS, INC.

Underwriting Agreement

[see Exhibit 1.1]