DECLARATION OF TRUST
OF
TDS CAPITAL I
This DECLARATION OF TRUST of TDS Capital I (the "Trust"), dated as of
October __, 1997, among (i) Telephone and Data Systems, Inc., an Iowa
corporation (the "Depositor"), (ii) The First National Bank of Chicago, a
national banking association, not in its individual capacity but solely as
trustee of the Trust, (iii) First Chicago Delaware Inc., a Delaware corporation,
not in its individual capacity but solely as trustee of the Trust, and (iv)
__________________, an individual employed by the Depositor, not in his
individual capacity but solely as trustee of the Trust, and (v) _______________,
an individual employed by the Depositor, not in his individual capacity but
solely as Trustee of the Trust (each of such trustees in (ii), (iii), (iv) and
(v), a "Trustee" and collectively, the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as "TDS Capital I", in
which name the Trustees, or the Depositor to the extent provided herein,
may conduct the business of the Trust, make and execute contracts, and sue
and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trust the sum of $10. Such amount shall constitute the initial trust
estate. It is the intention of the parties hereto that the Trust created
hereby constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 DEL. C. Section 3801 ET SEQ. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust.
The Trustees are hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in accordance
with the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended and
restated Declaration of Trust, satisfactory to each such party and
substantially in the form to be included as an exhibit to the 1933 Act
Registration Statement referred to below, to provide for the contemplated
operation of the Trust created hereby and the issuance of the Preferred
Securities and Common Securities referred to therein. Prior to the
execution and delivery of such amended and restated Declaration of Trust,
the Trustees shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law
or as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.
4. The Depositor is hereby authorized (i) to file with the
Securities and Exchange Commission (the "Commission") and execute, in each
case on behalf of the Trust, (a) a Registration Statement on Form S-3 (the
"1933 Act Registration Statement"), including any pre-effective or post-
effective amendments to the 1933 Act Registration
Statement, relating to the registration under the Securities Act of 1933,
as amended, of the Preferred Securities of the Trust and certain other
securities, and (b) a Registration Statement on Form 8-A (the "1934 Act
Registration Statement") (including all pre-effective and post-effective
amendments thereto) relating to the registration of the Preferred
Securities of the Trust under the Securities Exchange Act of 1934, as
amended; (ii) to file with the American Stock Exchange (the "Exchange") and
execute on behalf of the Trust a listing application and all other
applications, statements, certificates, agreements and other instruments as
shall be necessary or desirable to cause the Preferred Securities to be
listed on the Exchange, and (iii) to file and execute on behalf of the
Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and
documents as shall be necessary or desirable to register the Preferred
Securities under the securities or "Blue Sky" laws of such jurisdictions as
the Depositor, on behalf of the Trust, may deem necessary or desirable, and
(iv) to execute one or more underwriting or pricing agreements on behalf of
the Trust in connection with the sole Preferred Securities in the Trust.
In the event that any filing referred to in clauses referred to above is
required by the rules and regulations of the Commission, the Exchange or
state securities or "Blue Sky" laws, to be executed on behalf of the Trust
by one or more of the Trustees, each of the Trustees, in its or his
capacity as Trustee of the Trust, is hereby authorized and, to the extent
so required, directed to join in any such filing and to execute on behalf
of the Trust any and all of the foregoing, it being understood that The
First National Bank of Chicago and First Chicago Delaware Inc., in their
capacities as Trustees of the Trust, respectively, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the
Exchange or state securities or "Blue Sky" laws. In connection with all of
the foregoing, the Depositor and each Trustee, solely in its capacity as
trustee of the Trust, hereby constitutes and appoints LeRoy T. Carlson,
Jr., Murray L. Swanson and Greg Wilkinson, and each of them, as its or his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or such Trustee or in
the Depositor's or such Trustee's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to the 1933 Act Registration Statement and the 1934 Act
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith and in connection with the filing
of the 1933 Act Registration Statement and the 1934 Act Registration
Statement, with the Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as the Depositor or such Trustee might or could
do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their respective substitute or
substitutes, shall do or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
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6. The number of Trustees initially shall be four (4) and thereafter
the number of Trustees shall be such number as shall be fixed from time to
time by a written instrument signed by the Depositor which may increase or
decrease the number of Trustees; provided, however, that to the extent
required by the Business Trust Act, one Trustee shall either be a natural
person who is a resident of the State of Delaware, or, if not a natural
person, an entity which has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable Delaware law.
Subject to the foregoing, the Depositor is entitled to appoint or remove
without cause any Trustee at any time. The Trustees may resign upon thirty
days prior notice to Depositor.
7. First Chicago Delaware Inc. in its capacity as trustee of the
Trust, shall not have any of the powers or duties of the Trustees set forth
herein and shall be a Trustee of the Trust for the sole purpose of
satisfying the requirements of Section 3807 of the Business Trust Act.
8. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
TELEPHONE AND DATA SYSTEMS, INC,. ____________________________,
as Depositor not in his individual capacity
but solely as Trustee
By: By:
----------------------------- --------------------------------
Name:
Title:
THE FIRST NATIONAL BANK
OF CHICAGO, ___________________________,
not in its individual capacity not in his individual capacity
but solely as Trustee but solely as Trustee
By: By:
----------------------------- --------------------------------
Name:
Title:
FIRST CHICAGO DELAWARE INC.
not in its individual capacity
but solely as Trustee
By:
-----------------------------------
Name:
Title
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