0001104659-08-078803 Sample Contracts

AMENDMENT TO RETENTION AGREEMENT FOR KENNETH R. MEYERS
Retention Agreement • December 30th, 2008 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)

THIS AMENDMENT TO RETENTION AGREEMENT is made and entered into this day of December, 2008, by and between TELEPHONE AND DATA SYSTEMS, INC., a Delaware corporation (the “Corporation”) and KENNETH R. MEYERS (the “Executive”).

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YEAR>> RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • December 30th, 2008 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware

Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), hereby grants to <<NAME>> (the “Employee”) as of <<DATE>>, pursuant to the provisions of the Telephone and Data Systems, Inc. 2004 Long-Term Incentive Plan (As Amended and Restated) (the “Plan”), a Restricted Stock Unit Award (the “Award”) with respect to <<NUMBER>> shares of Special Common Stock, upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

AMENDMENT TO DEFERRED COMPENSATION AGREEMENT FOR KENNETH R. MEYERS
Deferred Compensation Agreement • December 30th, 2008 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)

THIS AMENDMENT TO DEFERRED COMPENSATION AGREEMENT is made and entered into as of this day of December, 2008, by and between TELEPHONE AND DATA SYSTEMS, INC., a Delaware corporation (the “Corporation”) and KENNETH R. MEYERS (the “Executive”).

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