AMENDMENT NUMBER 6
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 April 1, 1995, except as otherwise provided,
as follows:
1. The following definition is added to Article 2 of
the Plan after the definition of Annual Valuation Date:
API COMMON SHARES means Common Shares, par
value $1.00 per share, of American Paging, Inc., a
Delaware Corporation.
2. The following definition is added to Article 2 of
the Plan after the definition of Service:
SUBSIDIARY means with respect to either
United States Cellular Corporation ("USCC") or American
Paging, Inc. ("API") a corporation (other than USCC or
API) in an unbroken chain of corporations beginning
with either USCC or API, respectively, if each of the
corporations other than the last corporation in the
unbroken chain owns stock possessing 50 percent or more
of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
3. Section 4.1(c) of the Plan is hereby amended (i)
by deleting the words "or USCC Shares" contained in the first
sentence thereof and inserting in lieu thereof the words ", USCC
Shares or API Shares"; and (ii) by deleting the words "and USCC
Common Shares" contained in the second sentence thereof and
inserting in lieu thereof the words ", USCC Common Shares and API
Common Shares".
4. Section 4.3(e) of the Plan is hereby amended to
read as follows:
(e) All Matching Employer Contributions made
by an Employer, other than USCC and its Subsidiaries
and, effective for Plan Years beginning after December
31, 1994, American Paging, Inc. ("API") and its
Subsidiaries, under this Section 4.3 shall be made to
the extent practicable in TDS Common Shares (or if made
in cash shall be converted thereto (except for
fractional shares) by the Trustee as soon as
practicable after made) and shall be made within the
time for filing of the Employer's federal income tax
return, including extensions thereof, for the taxable
year in which the Plan Year ends or, for Plan Years
beginning after September 30, 1993, the taxable year
that ends with the Plan Year. All Matching Employer
Contributions made by USCC and its Subsidiaries under
this Section 4.3 shall be made to the extent
practicable in USCC Common Shares (or if made in cash
shall be converted thereto (except for fractional
shares) by the Trustee as soon as practicable after
made) and shall be made within the time for filing of
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USCC's or such Subsidiary's federal income tax return,
including extensions thereof, for the taxable year in
which the Plan Year ends or, for Plan Years beginning
after September 30, 1993, the taxable year that ends
with the Plan Year. For Plan Years beginning after
December 31, 1994, all Matching Employer Contributions
made by API and its Subsidiaries under this Section 4.3
shall be made to the extent practicable in API Common
Shares (or if made in cash shall be converted thereto
(except for fractional shares) by the Trustee as soon
as practicable after made) and shall be made within the
time for filing of API's or such Subsidiary's federal
income tax return, including extensions thereof, for
the taxable year that ends with the Plan Year. For
purposes of this Section 4.3, TDS Common Shares, USCC
Common Shares and API Common Shares shall be valued at
the average closing price for such shares on the AMEX
for the last trading day preceding the date of
purchase.
5. Section 5.8(b) of the Plan is hereby amended by
deleting the first sentence thereof and inserting in lieu thereof
the following sentence:
The Trustee shall establish as Designated
Funds the TDS Common Stock Fund, which fund shall be
invested by the Trustee exclusively in TDS Common
Shares, the USCC Common Stock Fund which fund shall be
invested by the Trustee exclusively in USCC Common
Shares, and the API Common Stock Fund which fund shall
be invested by the Trustee exclusively in API Common
shares.
6. Section 5.8(d) of the Plan is hereby amended
(i) by deleting the words "and the USCC Common Stock Fund" in the
first sentence and inserting in lieu thereof the words ", the
USCC Common Stock Fund and the API Common Stock Fund" and
(ii) by deleting the word "Madison," in the second sentence and
inserting in lieu thereof "Middleton,".
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7. Section 6.5(f) of the Plan is hereby amended by
deleting the first sentence thereof and inserting in lieu thereof
the following sentence:
(f) Payment of benefits hereunder shall be
made in cash except to the extent that the Employee's
Account is invested in the TDS Common Stock Fund, the
USCC Common Stock Fund or the API Common Stock Fund in
which case, to the extent his Account is so invested,
payment shall be made in whole TDS, USCC, or API Common
Shares, respectively, (plus cash in lieu of fractional
shares) unless the Employee elects to be paid entirely
in cash.
8. Sections 9.1(m) and 9.1(n) of the Plan are hereby
amended by deleting the words "and USCC Common Shares" and
inserting in lieu thereof the words ", USCC Common Shares and API
Common Shares".
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IN WITNESS WHEREOF, the Company has caused this
Amendment Number 6 to Telephone and Data Systems, Inc. Tax-
Deferred Savings Plan to be adopted this 10th day of February,
1995.
TELEPHONE AND DATA SYSTEMS, INC.
/s/ LeRoy T. Carlson, Jr.
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LeRoy T. Carlson, Jr.
President and
Chief Executive Officer
ACCEPTED
As of this 10th day of February, 1995.
/s/ LeRoy T. Carlson, Jr. /s/ Ronald D. Webster
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LeRoy T. Carlson, Jr., Trustee Ronald D. Webster, Trustee
/s/ C. Theodore Herbert /s/ Michael G. Hron
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C. Theodore Herbert, Trustee Michael G. Hron, Trustee
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