AMENDMENT NUMBER 5 TO TELEPHONE AND DATA SYSTEMS, INC. TAX-DEFERRED SAVINGS PLAN WHEREAS, Telephone and Data Systems, Inc., an Iowa corporation (the "Company"), has heretofore adopted and maintains a profit sharing plan with a cash or deferred arrangement for the benefit of its employees designated the "Telephone and Data Systems, Inc. Tax-Deferred Savings Plan" (the "Plan"); and WHEREAS, the Company desires to amend the Plan in certain respects; NOW, THEREFORE, pursuant to the power of amendment contained in Section 10.1 of the Plan, the Plan is hereby amended, effective January 1, 1995, except as otherwise provided, as follows: 1. The definition of Benefits Department contained in Article 2 of the Plan is hereby amended to read as follows: BENEFITS DEPARTMENT means the employee benefits department of the Company, located at 8401 Greenway Boulevard, Middleton, Wisconsin 53562-3539 with a mailing address of Post Office Box 628010, Middleton, Wisconsin 53562-8010. 2. Section 3.1(c) of the Plan is hereby amended to read as follows: (c) If the Service of a non-participating Employee terminates after he had satisfied the requirement set forth in Section 3.1(b)(iii), in the event of his later reemployment, he shall not be required to satisfy again such requirement and shall become a Participant on the last to occur of (i) the date of his reemployment, (ii) the first Entry Date following his 21st birthday and (iii) the date that would have been his Entry Date if he had not terminated Service; provided, however, that if such Employee had after such termination incurred at least five consecutive Breaks in Service, he shall be considered a new Employee. 3. Section 4.1(c) of the Plan is hereby amended by deleting the word "average" contained in the last sentence thereof. 4. Section 4.3(a)(iv) of the Plan is hereby amended by deleting the phrase "on a per pay period basis" contained in the second sentence thereof and inserting in lieu thereof the following new phrase: , prior to January 1, 1995, on a per pay period basis and, after December 31, 1994, as of the end of the Plan Year. 5. Section 4.3(a) of the Plan is hereby further amended by adding the following new subsection (v) at the end thereof: -2- (v) Effective for Matching Employer Contributions made after December 31, 1994, an Employee's Compensation shall include Compensation paid to such Employee for the portion of the Plan Year during which the Employee is eligible to participate in the Plan. 6. Section 6.6(a) of the Plan is hereby amended by deleting clause (iii) contained in the third sentence thereof and inserting in lieu thereof the following: (iii) to the executor or administrator of the Employee's estate; or if no executor or administrator shall have been appointed for such Employee's estate within six months following the date of such Employee's death, (iv) to the person or persons who would be entitled under the intestate succession laws of the state of the Employee's domicile to receive the Employee's personal estate in the proportions provided in such laws. 7. Section 10.1 of the Plan is hereby amended by adding the following new sentence at the end thereof: Any amendment to or a termination of the Plan or any reduction, suspension or discontinuance of contributions hereunder shall be effected by the Board of Directors of the Company. 8. Section 10.2 of the Plan is hereby amended by deleting the phrase "with respect to one Employer" contained in the first sentence thereof and inserting in lieu thereof the -3- phrase "by the board of directors of one Employer with respect to such Employer". IN WITNESS WHEREOF, the Company has caused this Amendment Number 5 to Telephone and Data Systems, Inc. Tax Deferred Savings Plan and Trust to be adopted this 27th day of December, 1994. TELEPHONE AND DATA SYSTEMS, INC. /s/ LeRoy T. Carlson, Jr. ---------------------------------- LeRoy T. Carlson, Jr. President and Chief Executive Officer ACCEPTED As of this 27th day of December, 1994. /s/ LeRoy T. Carlson, Jr. /s/ Ronald D. Webster - ----------------------------- -------------------------- LeRoy T. Carlson, Jr., Trustee Ronald D. Webster, Trustee /s/ C. Theodore Herbert /s/ Michael G. Hron - ------------------------------ -------------------------- C. Theodore Herbert, Trustee Michael G. Hron, Trustee -4-