Exhibit 10.29


 


TDS
TELECOMMUNICATIONS CORPORATION


 


EXECUTIVE
DEFERRED COMPENSATION PROGRAM


 


(Amended
and Restated Effective January 1, 2008)


 


	
  ARTICLE 1

  	
  Introduction

  	
  2

  
	
  Section 1.1.

  	
  Title

  	
  2

  
	
  Section 1.2.

  	
  Purpose

  	
  2

  
	
  Section 1.3.

  	
  Effective Date

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  Participation

  	
  5

  
	
  Section 3.1.

  	
  Eligibility

  	
  5

  
	
  Section 3.2.

  	
  Participation

  	
  5

  
	
  Section 3.3.

  	
  Election of Payment Date and Form of Payment

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  Accounts

  	
  5

  
	
  Section 4.1.

  	
  Deferred Compensation Account

  	
  5

  
	
  Section 4.2.

  	
  Crediting of Interest

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  Payment of Deferred Compensation

  	
  7

  
	
  Section 5.1.

  	
  Normal Payment

  	
  7

  
	
  Section 5.2.

  	
  Distribution Upon Disability

  	
  7

  
	
  Section 5.3.

  	
  Distribution at Death

  	
  7

  
	
  Section 5.4.

  	
  Timing of Distribution Upon Occurrence of Distribution Event

  	
  7

  
	
  Section 5.5.

  	
  Withdrawals for an Unforeseeable Emergency

  	
  7

  
	
  Section 5.6.

  	
  Subsequent Election

  	
  7

  
	
  Section 5.7.

  	
  Designation of Beneficiaries

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  Administration

  	
  9

  
	
  Section 6.1.

  	
  In General

  	
  9

  
	
  Section 6.2.

  	
  Claims Procedure

  	
  9

  
	
  Section 6.3.

  	
  Immunity of Committee and VP-HR

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  General Provisions

  	
  10

  
	
  Section 7.1.

  	
  Base Salary Paid for Final Payroll Period

  	
  10

  
	
  Section 7.2.

  	
  Leave of Absense

  	
  10

  
	
  Section 7.3.

  	
  Source of Payment

  	
  10

  
	
  Section 7.4.

  	
  Withholding

  	
  10

  
	
  Section 7.5.

  	
  Assignment

  	
  10

  
	
  Section 7.6.

  	
  Applicable Law

  	
  10

  
	
  Section 7.7.

  	
  Plurals and Headings

  	
  10

  
	
  Section 7.8.

  	
  Plan Not to Affect Employment Relationship

  	
  10

  
	
  Section 7.9.

  	
  Inability to Locate Participant or Designated Beneficiary

  	
  10

  
	
  Section 7.10.

  	
  Distributions to Minors and Incapacitated Individuals

  	
  11

  
	
  Section 7.11.

  	
  Successors and Assigns

  	
  11

  
	
  Section 7.12.

  	
  Election Form Subject to Plan

  	
  11

  
	
  Section 7.13. 

  	
  Severability

  	
  11

  
	
  Section 7.14.

  	
  Section 409A of the Code

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  Amendment or Termination

  	
  11

  
	
  Section 8.1.

  	
  Amendment

  	
  11

  
	
  Section 8.2.

  	
  Plan Termination

  	
  11

  
				



 


1

















 


TDS
TELECOMMUNICATIONS CORPORATION

EXECUTIVE DEFERRED COMPENSATION PROGRAM

(Amended and Restated Effective January 1, 2008)


 


ARTICLE
1


 


Introduction


 


Section 1.1.           Title. 
The title of this Plan shall be the “TDS Telecommunications Corporation
Executive Deferred Compensation Program.”


 


Section 1.2.           Purpose. 
This Plan shall constitute an unfunded nonqualified deferred
compensation arrangement established for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
(within the meaning of Title I of ERISA) of the Employers.


 


Section 1.3.           Effective
Date.  This amended and restated Plan is effective January 1,
2008 and shall govern deferrals of compensation for services performed in
calendar years commencing on or after January 1, 2005 (and interest
credited to such deferrals).  All
deferrals of compensation under the Plan for services performed in calendar
years prior to January 1, 2005 and all interest credited to such deferrals
at any time (prior to and after January 1, 2005) shall be governed by the
applicable deferred compensation agreements setting forth the terms and
conditions of the Plan prior to January 1, 2005 and shall not be subject
to the terms of this amended and restated plan document.


 


ARTICLE
2


 


Definitions


 


“Affiliate” means (i) a corporation that
is a member of the same controlled group of corporations (within the meaning of
section 414(b) of the Code and accompanying regulations) as an Employer or
(ii) a trade or business (whether or not incorporated) under common
control (within the meaning of section 414(c) of the Code and accompanying
regulations) with an Employer.


 


“Base Salary”  means the total wages paid by an
Employer to a Participant properly reportable on Form W-2 as subject to
income tax withholding for services to be performed during the Plan Year for
which the Participant is submitting an Election Form, increased by amounts that
would have been so paid and reported but for the Participant’s election to have
his or her compensation reduced pursuant to this Plan, a qualified cash or
deferred arrangement described in Section 401(k) of the Code, a
cafeteria plan described in Section 125 of the Code or an arrangement
providing qualified transportation fringes described in Section 132(f) of
the Code, and excluding all bonuses, commissions, overtime, fringe benefits
(cash and noncash), stock options, relocation expenses, incentive payments,
nonqualified deferred compensation payments, non-monetary awards, moving
expense and other reimbursements, welfare benefits, severance and automobile
and other allowances.


 


“Bonus” means any annual Team Performance Award
paid to a Participant for services to be performed during the Plan Year for
which the Participant is submitting an Election Form.


 


“Code” means the Internal Revenue Code of 1986,
as amended from time to time, and any regulations promulgated thereunder.


 


“Commissions”   means any incentive or other payment to the
Participant not included in Base Salary or Bonus that is an ongoing part of the
Participant’s cash compensation, based on performance or sales or another
similar measure.


 


“Committee” means the committee consisting two
or more individuals appointed by the Vice President-Human Resources of the
Company for assuming the responsibilities and duties specifically delegated in
this Plan.  References herein to the
Committee also shall include any person or committee to whom the Committee has
delegated any of its responsibilities hereunder to the extent of the
delegation.


 


2

















 


“Company” means TDS Telecommunications
Corporation, a Delaware corporation, or any successor thereto.


 


“Deferred Compensation” means the amount of
Base Salary, Bonus and Commissions that a Participant elects to defer pursuant
to Section 3.2.


 


“Deferred Compensation Account” means the
bookkeeping account maintained by the Company for each Participant to which
shall be credited (i) the Participant’s Deferred Compensation and (ii) any
interest credited pursuant to Section 4.2.


 


“Designated Beneficiary” means the Participant’s
beneficiary designated pursuant to Section 5.7.


 


“Disabled” or “Disability” means that a
Participant (i) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than
three months under an accident and health plan covering employees of the
Participant’s employer.


 


“Election Form” means the form prescribed by
the Committee which is completed by the Participant pursuant to Sections 3.2
and 3.3.  For the 2005, 2006 and 2007
Plan Years, the Election Form was in the form of the Executive Deferred
Compensation Agreement.  References
herein to the Election Form shall include any revisions to the payment
provisions of the Election Form made pursuant to Section 3.3(b) or
5.6.


 


“Elective Account Balance
Plan” means an “account balance plan” within the meaning of Treasury
Regulation §1.409A-1(c)(2)(i)(A) maintained by the Employers or any of
their Affiliates pursuant to which an individual may elect to defer
compensation.  For this purpose, an Elective
Account Balance Plan shall include, without limitation, (i) this Plan and (ii) the
interest-bearing and phantom stock deferral arrangements maintained by
Telephone and Data Systems, Inc. and United States Cellular Corporation.


 


“Eligible Employee” means an employee of an
Employer who is eligible to participate in the Plan pursuant to Section 3.1.


 


“Employer” means the Company and each of its
Affiliates that with the consent of the Company elects to participate in the
Plan.


 


“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time, and any regulations
promulgated thereunder.


 


“Newly Eligible
Employee” means an individual who (i) newly is eligible to participate
in this Plan and (ii) was not, at any time during the 24-month period
ending on the date on which he or she became eligible to participate in this
Plan, eligible to participate in any Elective Account Balance Plan
(irrespective of whether such individual in fact elected to participate in such
plan).  For this purpose, an individual
is not eligible to participate in an Elective Account Balance Plan solely on
account of the accrual of interest or earnings on amounts previously deferred
thereunder.


 


“Participant” means any Eligible Employee who
participates in the Plan pursuant to Article 3.


 


“Payment Date” means the date elected by the
Participant pursuant to Section 3.3, subject to any subsequent election
pursuant to Section 5.6, on which the Participant’s Deferred Compensation
Account becomes payable.


 


“Plan” means this “TDS Telecommunications
Corporation Executive Deferred Compensation  Program,” as
amended from time to time.


 


“Plan Year” means the calendar year.


 


“Separation from
Service” means a termination of employment with the Employers and their
affiliates within the meaning of Treasury Regulation §1.409A-1(h) (without
regard to any permissible alternative definition thereunder).  Notwithstanding any other provision herein, “affiliate”
for purposes of determining whether a Participant has incurred a “Separation
from Service” shall be defined to include all entities that would be treated as
part of the group of entities 


 


3

















 


comprising the Employers
under sections 414(b) and (c) of the Code and accompanying regulations,
but substituting a 50% ownership level for the 80% ownership level set forth
therein.


 


“Unforeseeable Emergency” means (i) a
severe financial hardship to a Participant resulting from an illness or
accident of the Participant, the Participant’s spouse, the Participant’s
Designated Beneficiary or the Participant’s dependent (as defined in Section 152
of the Code without regard to Section 152(b)(1), (b)(2) and
(d)(1)(B)), (ii) the loss of a Participant’s property due to casualty
(including the need to rebuild a home following damage to a home not otherwise
covered by insurance, irrespective of whether caused by a natural disaster) or (iii) other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant.  Examples of what may be considered
to be Unforeseeable Emergencies include (a) the imminent foreclosure of or
eviction from the Participant’s primary residence, (b) the need to pay for
medical expenses, including non-refundable deductibles and the cost of
prescription drug medication and (c) the need to pay for funeral expenses
of a Participant’s spouse, Designated Beneficiary or dependent.


 


“VP-HR” means the Vice President of Human
Resources for the Company.


 


4

















 


ARTICLE
3


 


Participation


 


Section 3.1.           Eligibility.  An employee of an Employer shall
be eligible to participate in the Plan for a Plan Year if such employee is (i) an
officer of an Employer or occupies a position with an Employer in salary grade
8E (or any grade equivalent to salary grade 8E (i.e., ATT)) or higher and (ii) is
notified by the Committee in writing or by electronic means that he or she is
eligible to participate in the Plan for such Plan Year (an “Eligible Employee”).  Only those employees of an Employer who are
in a select group of management or highly compensated (within the meaning of
Title I of ERISA) may be designated by the Committee as eligible to participate
in this Plan.


 


Section 3.2.           Participation.  (a) 
In General.  Each Eligible
Employee may participate in the Plan for a Plan Year by submitting to the
Committee, at the time and in the manner prescribed by the Committee, an
Election Form, and by specifying in such Election Form the percentage of
Base Salary, Bonus and Commissions otherwise payable to the Eligible Employee
by an Employer for services to be performed in such Plan Year to be deducted
from the Eligible Employee’s compensation and deferred hereunder for payment at
a later date.  Elections shall be made prior
to the beginning of the Plan Year with respect to which Base Salary, Bonus and
Commissions are earned.  Except as
provided in Section 5.5, the deferred compensation percentage selected in
the Election Form shall be in effect for the entire Plan Year and may not
be changed or revoked during such Plan Year. 
In order to participate in the Plan for any subsequent Plan Year, an
Eligible Employee must submit a new Election Form within the designated
election period prior to the commencement of the Plan Year.


 


(b)  Special Rules for Newly Eligible
Employees.  Notwithstanding the
provisions of Section 3.2(a), a Newly Eligible Employee may participate in
the Plan during the Plan Year of his or her initial eligibility by submitting
an Election Form within 30 days after the date he or she becomes eligible
to Participate in the Plan.  Such
election shall apply only to compensation paid for services to be performed
subsequent to the election.  For purposes
of satisfying this requirement, any election to defer a Bonus payable for
services to be performed in such Plan Year shall apply solely to that portion
of the Bonus equal to the total Bonus multiplied by the ratio of the number of
days remaining in the annual performance period subsequent to the election over
the total number of days in the performance period.


 


Section 3.3.           Election
of Payment Date and Form of Payment.  (a)  In general.  As a part of the first Election Form submitted
to the Committee by a Participant pursuant to Section 3.2 to defer
compensation for the Participant’s first year of participation in the Plan,
such Participant shall elect a Payment Date and a form of payment for the
Participant’s Deferred Compensation Account. 
The Participant may elect as a Payment Date either (i) the seventh
month following the date of the Participant’s Separation from Service or (ii) any
specified date which is one or more years after the first day of the Plan Year
for which the deferral election is effective. 
The Participant shall elect as a form of payment for receiving his or
her Deferred Compensation Account either (a) a lump sum, (b) annual
installments or (c) quarterly installments.  If the Participant elects the installment
payment method, the Participant must designate in the Election Form the
number of installment payments he or she wishes to receive, which cannot exceed
5 annual payments or 20 quarterly payments. 
In the event that a Participant fails to make a timely election as to
the Payment Date or form of payment for the Participant’s Deferred Compensation
Account, the Participant shall be deemed to have elected payment during the
seventh month following the date of the Participant’s Separation from Service
in the form of a lump sum.


 


(b)  Special Transition Election.  Notwithstanding the foregoing, Section 5.6
or any other provision of the Plan to the contrary, any Participant who
commenced participation in the Plan prior to January 1, 2008 shall be
permitted to make a new election in 2007 to change the Payment Date and form of
payment of his Deferred Compensation Account in accordance with this Section 3.3,
subject to the rules and procedures established by the Committee and all
requirements of Section 409A of the Code and U.S. Treasury Department
guidance provided thereunder.


 


ARTICLE
4


 


Accounts


 


Section 4.1.           Deferred
Compensation Account.  The Company shall establish
and maintain a Deferred Compensation Account for each Participant who elects
Deferred Compensation under Article 3. 
The Participant’s Deferred Compensation Account shall be a bookkeeping
account maintained by the Company and shall reflect the 


 


5

















 


amount
of the Deferred Compensation and interest thereon credited hereunder on behalf
of the Participant.  The Company shall
credit Deferred Compensation to a Participant’s Deferred Compensation Account
as of the date of the scheduled payment of such compensation.


 


Section 4.2.           Crediting
of Interest.  On the  last day  of each month
until all of a Participant’s Deferred Compensation Account has been paid, there
shall be credited to the balance of such Deferred Compensation Account interest
compounded monthly computed at a rate equal to one-twelfth (1/12) of the sum of
(i) the average thirty (30) year Treasury Bond rate of interest (as
published in the Wall Street Journal for the last business day of such month)
plus (ii) 1.25 percentage point. 
Crediting of interest to a Deferred Compensation Account shall be based
on the average of the account balance on the first and last day of each month
after any Deferred Compensation is credited for the month then ending pursuant
to Section 4.1.


 


6

















 


ARTICLE
5


 


Payment
of Deferred Compensation


 


Section 5.1.           Normal
Payment.  A Participant’s Deferred Compensation Account
shall become payable to the Participant as of the Payment Date elected by the
Participant.  Payment shall be made
either in a lump sum or installments, as elected by the Participant on the
Election Form, in accordance with the payment schedule described in Section 5.4.


 


Section 5.2.           Distribution
Upon Disability.  If a Participant
becomes Disabled prior to the commencement of the payment of his or her
Deferred Compensation Account, the Participant’s Deferred Compensation Account
immediately shall become payable to the Participant (irrespective of the
Payment Date elected by the Participant). 
Payment shall be made either in a lump sum or installments, as elected
by the Participant on the Election Form, in accordance with the payment
schedule described in Section 5.4.


 


Section 5.3.           Distribution
at Death.  If a Participant dies prior to the total
distribution of his or her Deferred Compensation Account, the Participant’s
unpaid account immediately shall become payable in full to the Participant’s
Designated Beneficiary.  Payment shall be
made in a lump sum at the time determined by the Company within sixty (60) days
following the Participant’s death.  This Section 5.3
shall apply notwithstanding any elections to the contrary made by a Participant
on the Participant’s Election Forms for the 2005, 2006 and 2007 Plan Years.


 


Section 5.4.           Timing
of Distribution Upon Occurrence of Distribution Event. 
If a Participant elected distribution of his or her Deferred
Compensation Account in the form of a lump sum or a Participant’s Deferred
Compensation Account becomes payable in a lump sum as a result of the
Participant’s death, the Deferred Compensation Account shall be paid at the
time determined by the Company within sixty (60) days after the occurrence of
the event causing such account to be payable (the Payment Date, the date of the
Participant’s Disability or the date of the Participant’s death, as
applicable).  If a Participant elected
distribution of his or her Deferred Compensation Account in the form of
installments, the Deferred Compensation Account shall be paid annually or
quarterly, as elected by the Participant, in the case of annual installments
commencing on or before the sixtieth day following the occurrence of the event
causing such account to be payable, and in the case of quarterly installments
commencing on the fifteenth day of the first month of the calendar quarter
following the occurrence of such event. Subsequent installments shall be paid
on the annual anniversary of the date the initial installment was paid or on
the fifteenth day of the first month of each succeeding calendar quarter, as
applicable, until the entire Deferred Compensation Account (which includes
interest earned during the installment period) has been paid.  For purposes of Section 409A of the
Code, the entitlement to a series of installment payments shall be treated as
the entitlement to a single payment as of the date the first installment is
scheduled to be paid.


 


Section 5.5.           Withdrawals
for an Unforeseeable Emergency.  Upon written
request by a Participant whom the Committee determines has suffered an
Unforeseeable Emergency, the Committee may, in its sole discretion, direct
payment to the Participant of all or any portion of the Participant’s Deferred
Compensation Account.  The circumstances
that will constitute an Unforeseeable Emergency will depend upon the facts of
each case, but, in any case, payment may not exceed an amount reasonably
necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay
taxes or penalties reasonably anticipated as a result of such payment after
taking into account the extent to which such hardship is or may be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by
liquidation of the Participant’s assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship or (iii) by
cessation of deferrals hereunder or under any other Elective Account Balance
Plan.  In the event the Committee
approves a withdrawal due to an Unforeseeable Emergency, (a) payment shall
be made by the Company to the Participant in a lump sum within sixty (60) days
after approval of such request and (b) any deferral election under this
Plan or any other Elective Account Balance Plan made with respect to the Plan
Year during which the withdrawal occurs shall be cancelled for the remainder of
the Plan Year.


 


Section 5.6.           Subsequent
Election.  Each Participant may make a subsequent
election to delay the Payment Date or change the form of payment, provided that
(i) such election shall not be effective until 12 months after the date on
which the election is made; (ii) except in the case of payments on account
of death, Disability or Unforeseeable Emergency, the payment with respect to
such election must be deferred for a period of not less than five years from
the date such payment otherwise would have been made (or, in the case of
installment payments, five years from the date the first amount was scheduled
to be paid); and (iii) such election cannot be made less than 12 months
prior to the date of the 


 


7

















 


scheduled
payment (or, in the case of installment payments, 12 months prior to the date
the first amount was scheduled to be paid). 
A subsequent election pursuant to this Section 5.6 shall be
delivered to the Committee in the manner prescribed by the Committee and upon
such delivery shall be irrevocable.


 


Section 5.7.           Designation
of Beneficiaries.  Each Participant may name any one or more
beneficiaries (who may be named concurrently, contingently or successively) to
receive any remaining amounts payable pursuant to Section 5.3 upon the
Participant’s death (the “Designated Beneficiary”) by executing a beneficiary
designation form.  The Participant may
change or revoke any such designation by executing a new beneficiary
designation form.  A beneficiary
designation form shall be in a form prescribed by the Committee and will be
effective only when filed with the Committee during the Participant’s
lifetime.  If the Participant is married
and names someone other than his or her spouse as a primary beneficiary, the
designation is invalid unless the spouse consents by signing the beneficiary
designation form in the presence of a Notary Public.  If all Designated Beneficiaries predecease
the Participant or, in the case of corporations, partnerships, trusts or other
entities which are Designated Beneficiaries, are terminated, dissolved, become
insolvent or are adjudicated bankrupt prior to the date of the Participant’s
death, or if the Participant fails to designate a beneficiary, then the
following persons in the order set forth shall be the Participant’s Designated
Beneficiaries:  (i) the Participant’s
spouse, if living; or if none, (ii) the Participant’s then living descendants,
per stirpes; or if none, (iii) the Participant’s estate.


 


8

















 


ARTICLE
6


 


Administration


 


Section 6.1.           In
General.  The Plan shall be administered by the
Committee.  The duties and authority of
the Committee under the Plan shall include (i) the interpretation of the
provisions of the Plan, (ii) the adoption of any rules and
regulations which may become necessary or advisable in the operation of the
Plan, (iii) the making, in its sole discretion, of such determinations as
may be permitted or required pursuant to the Plan, and (iv) the taking of
such other actions as may be required for the proper administration of the Plan
in accordance with its terms.  Any
decision of the Committee with respect to any matter within the authority of
the Committee shall be final, binding and conclusive upon the Company, each
Participant, each Designated Beneficiary and any other person.  Benefits under this Plan shall be paid only
if the Committee decides, in its sole discretion, that the Participant,
Designated Beneficiary or other person is entitled to them.  Any action taken by the Committee with
respect to any one or more Participants shall not be binding on the Committee
as to any action to be taken with respect to any other Participant.  A member of the Committee may be a
Participant, but no member of the Committee may participate in any decision
involving solely his or her rights or the computation of his or her benefits
under the Plan.  The members of the
Committee may allocate their responsibilities and may designate any other
person or committee, including employees of the Company, to carry out any of
their responsibilities with respect to administration of the Plan.


 


Section 6.2.           Claims
Procedure.  (a)  Filing of Claim.  If any Participant or Designated Beneficiary
believes he or she is entitled to benefits under the Plan in an amount greater
than those which he or she is receiving or has received, the Participant or
Designated Beneficiary (or his or her duly authorized representative) may file
a claim with the Committee.  Such a claim
shall be in writing and state the nature of the claim, the facts supporting the
claim, the amount claimed and the address of the claimant.


 


(b)  Initial
Review of Claim.  The Committee shall
review the claim and, unless special circumstances require an extension of
time, within 90 days after receipt of the claim give written or electronic
notice to the claimant of his or her decision with respect to the claim.  If special circumstances require an extension
of time, the claimant shall be so advised in writing or by electronic means
within the initial 90-day period and in no event shall such an extension exceed
90 days.  The notice of the decision of
the Committee with respect to the claim shall be written in a manner calculated
to be understood by the claimant and, if the claim is wholly or partially
denied, shall set forth the specific reasons for the denial, specific
references to the pertinent Plan provisions on which the denial is based, a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary, and an explanation of the appeals procedure under the
Plan and the time limits applicable to such procedure (including a statement of
the claimant’s right to bring a civil action under Section 502(a) of
ERISA following the final denial of a claim).


 


(c)  Filing an
Appeal of Claim Denial.  The claimant
(or his or her duly authorized representative) may request a review of the
denial by filing with the VP-HR a written request for such review within 60
days after notice of the denial has been received by the claimant.  Within the same 60-day period, the claimant
may submit to the VP-HR written comments, documents, records and other
information relating to the claim.  Upon
request and free of charge, the claimant also may have reasonable access to,
and copies of, documents, records and other information relevant to the claim.


 


(d)  Review of Claim
Denial.  If a request for review is
so filed, review of the denial shall be made by the VP-HR and the claimant
shall be given written or electronic notice of the VP-HR’s final decision
within 60 days after receipt of such request, unless special circumstances
require an extension of time.  If special
circumstances require an extension of time, the claimant shall be so advised in
writing or by electronic means within the initial 60-day period and in no event
shall such an extension exceed 60 days. 
If the appeal of the claim is wholly or partially denied, the notice of
the VP-HR’s final decision shall include specific reasons for the decision,
specific references to the pertinent Plan provisions on which the decision is
based and a statement that the claimant is entitled to receive, upon request
and free of charge, reasonable access to, and copies of, all relevant
documents, records and information.  The
notice shall be written in a manner calculated to be understood by the claimant
and shall notify the claimant of his or her right to bring a civil action under
Section 502(a) of ERISA.


 


(e)  Claim for
Disability Distribution. 
Notwithstanding the foregoing, a Participant’s claim that he or she is
entitled to a distribution of the Participant’s Deferred Compensation Account
pursuant to Section 5.2 due to the


 


9

















 


Participant’s Disability
shall be processed in accordance with the provisions of Department of Labor
Regulation §2560.503-1 regarding claims for disability benefits.


 


Section 6.3.           Immunity
of Committee and VP-HR.  The members
of the Committee and the VP-HR may rely upon any information, report or opinion
supplied to them by a designated agent of an Employer or any legal counsel or
independent public accountant, and shall be fully protected in relying upon any
such information, report or opinion.  The
Employers hereby jointly and severally indemnify the members of the Committee
and the VP-HR from the effects and consequences of their acts, omissions and
conduct in their official capacity, except to the extent such effects and
consequences result from their own willful misconduct or illegal acts.


 


ARTICLE
7


 


General
Provisions


 


Section 7.1.           Base
Salary Paid for Final Payroll Period.  For purposes
of this Plan, Base Salary payable after the last day of a Plan Year solely for
services performed during the final payroll period containing the last day of
the Plan Year shall be treated as Base Salary for services performed in the
Plan Year in which the payroll period commenced (as opposed to the subsequent
Plan Year).


 


Section 7.2.           Leave
of Absence.  For purposes of this Plan, a Participant
shall not have a Separation from Service while the Participant is on a military
leave, sick leave or other bona fide leave of absence (such as temporary
employment by the government) if such leave does not exceed 6 months (or, if
the leave exceeds 6 months, provided that the Participant’s right to
reemployment is protected either by statute or contract).  If the Participant’s leave exceeds 6 months
and the right to reemployment is not protected by statute or contract, then the
Participant shall be deemed to have Separated from Service for purposes of this
Plan as of the first day immediately following the end of the six-month period.


 


Section 7.3.           Source
of Payment.  Amounts paid under this Plan shall be paid
from the general funds of the Employers, and each Participant shall be no more
than an unsecured general creditor of his or her Employer with no right to any
specific assets of the Employer (whose claim may be subordinated to those of
other creditors of the Employer). 
Nothing contained in this Plan shall be deemed to create a trust of any
kind for the benefit of any Participant, or create any fiduciary relationship
between the Employers and any Participant with respect to any assets of the
Employers.


 


Section 7.4.           Withholding. 
Appropriate amounts shall be withheld from any distribution made under
this Plan or from a Participant’s compensation as may be required for purposes
of complying with Federal, state, local or other tax withholding requirements
applicable to the benefits provided under this Plan.


 


Section 7.5.           Assignment. 
Except pursuant to will, the laws of descent or distribution or a
beneficiary designation form effective on a Participant’s death, the benefits
provided under this Plan may not be alienated, assigned, transferred, pledged
or hypothecated by the voluntary or involuntary act of any person, by operation
of law, or otherwise.  Any attempt to
alienate, assign, transfer, pledge or hypothecate the benefits provided under
this Plan shall be null and void and without legal effect.  The benefits provided under this Plan shall
be exempt from the claims of creditors or other claimants and from all orders,
decree, levies, garnishments or executions.


 


Section 7.6.           Applicable
Law.  This Plan shall be construed, administered
and governed in all respects in accordance with the laws of the State of
Wisconsin to the extent that the latter are not preempted by ERISA or other applicable
federal law.


 


Section 7.7.           Plurals
and Headings.  Wherever used herein, words in the singular
form shall be construed as though they also were used in the plural form, and
words in the plural form shall be construed as though they also were used in
the singular form, where appropriate. 
Headings of sections and subsections of this Plan are inserted for
convenience of reference only and are not part of this Plan and are not to be
considered in the construction thereof.


 


Section 7.8.           Plan
Not to Affect Employment Relationship.  Neither the
adoption of this Plan nor its operation shall in any way affect the right and
power of the Employers to dismiss or otherwise terminate the employment or
change the terms of the employment or amount of compensation of any Participant
at any time for any reason with or without cause.


 


Section 7.9.           Inability
to Locate Participant or Designated Beneficiary. 
If, as of the Latest Payment Date, 


 


10

















 


the
Committee is unable to make payment of all or a portion of a Participant’s
Deferred Compensation Account to such Participant or his or her Designated
Beneficiary because the whereabouts of such person cannot be ascertained
(notwithstanding the mailing of notice to any last known address or addresses
and the exercise by the Committee of other reasonable diligence), then such
Participant’s Deferred Compensation Account, or portion thereof, as applicable,
shall be forfeited.  For this purpose,
the “Latest Payment Date” shall be the latest date on which a Participant’s
Deferred Compensation Account, or portion thereof, as applicable, may be paid
to the Participant or the Designated Beneficiary without the imposition of
excise taxes and other penalties under section 409A of the Code (“409A
Penalties”)


 


Section 7.10.        Distributions
to Minors and Incapacitated Individuals.  If a payment
is to be made to a minor or to an individual who, in the opinion of the
Committee, is unable to manage his or her affairs by reason of illness,
accident or mental incompetency, such payment may be made to or for the benefit
of any such individual in such of the following ways as the legal
representative of such individual shall direct: 
(i) directly to any such minor individual, if in the opinion of
such legal representative, such individual is able to manage his or her
affairs, (ii) to such legal representative, (iii) to a custodian
under a Uniform Gifts to Minors Act for any such minor individual, or (iv) to
some near relative of any such individual to be used for the latter’s
benefit.  Neither the Committee nor any
Employer shall be required to see to the application by any third party other
than the legal representative of an individual of any payment made to or for
the benefit of such individual pursuant to this Section.  Any payment so made shall be in complete
discharge of this Plan’s obligations to such individual.


 


Section 7.11.        Successors
and Assigns.  This Plan is binding on all persons entitled
to benefits hereunder and their respective heirs and legal representatives and
on the Employers and their successors.


 


Section 7.12.        Election
Form Subject to Plan.  Any Election Form is
subject to the provisions of the Plan and shall be interpreted in accordance
therewith.  In the event of any
inconsistency between the terms of any Election Form and the terms of the
Plan, the terms of the Plan shall govern.


 


Section 7.13.        Severability. 
If any provision of this Plan shall be held invalid or unenforceable for
any reason, such invalidity or unenforceability shall not affect the remaining
provisions of this Plan, and this Plan shall be construed and enforced as if
the invalid or unenforceable provision had never been set forth herein.


 


Section 7.14.        Section 409A
of the Code.  This amended and restated Plan shall be
interpreted and construed in a manner that avoids 409A Penalties.  In the event the terms of this amended and
restated Plan do not comply with section 409A of the Code and regulations
promulgated thereunder, the Company shall amend the terms of this Plan to avoid
409A Penalties, to the extent possible. 
Notwithstanding the foregoing, under no circumstance shall the Employers
be responsible for any taxes, penalties, interest or other losses or expenses
incurred by a Participant or other person due to any failure to comply with
section 409A of the Code.


 


ARTICLE
8


 


Amendment
or Termination


 


Section 8.1.           Amendment. 
The Company shall have the right to amend the Plan from time to time by
action of the VP-HR in his or her sole discretion.  In no event shall any amendment reduce the
amount credited to a Participant’s Deferred Compensation Account.


 


Section 8.2.           Plan
Termination.  The Plan may be terminated at any time by
action of the VP-HR  in his or her
sole discretion.  Upon a termination of
the Plan, all Deferred Compensation Accounts shall be paid to Participants and
Designated Beneficiaries pursuant to the terms of the Plan and the Participant
elections thereunder.  In no event shall
the amount credited to a Participant’s Deferred Compensation Account be reduced
as a result of a Plan termination.


 


IN
WITNESS WHEREOF, TDS
Telecommunications Corporation has caused this Plan, as amended and restated
herein, to be executed by its duly authorized officer this 21st day of
November, 2007.


 


	
   

  	
  TDS TELECOMMUNICATIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael A. Pandow

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Sr. VP Human Resources

  



 


 


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