Exhibit 10.4


 


TELEPHONE AND DATA SYSTEMS, INC.


 


AMENDMENT TO


SALARY CONTINUATION AGREEMENT


FOR LEROY T. CARLSON


 


THIS AMENDMENT TO AGREEMENT, entered into this ___________
day of ________________, 2008, by and between TELEPHONE AND DATA SYSTEMS, INC.,
a Delaware corporation (the “Corporation”) and LEROY T. CARLSON (the “Executive”).


 


W I T N E S S E T H:


 


WHEREAS, the Corporation and the Executive heretofore have
entered into a Salary Continuation Agreement, dated as of May 20, 1977 and
amended as of May, 1981 and May 29, 1984 (the “Agreement”);


 


WHEREAS, section 409A of the Internal Revenue Code of 1986,
as amended (“section 409A”), sets forth certain requirements with respect to
nonqualified deferred compensation arrangements, which for this purpose may include
the Agreement; and


 


WHEREAS, the Corporation and the Executive desire to amend
the Agreement to reflect the requirements of section 409A.


 


NOW, THEREFORE, it hereby is agreed that the Agreement be amended,
effective as of January 1, 2009, as follows:


 


1.  Paragraph 1 hereby is amended to add the
following two sentences at the end thereof:


 


For
all purposes of this Agreement, the Executive’s “retirement” shall be his
separation from service with the Company and all entities treated as a single
employer with the Company under sections 414(b) and (c) of the Internal
Revenue Code of 1986, as amended (but substituting a 50% ownership level for
the 80% ownership level set forth therein). 
“Separation from service” for this purpose shall mean a termination of
employment within the meaning of Treasury Regulation §1.409A-1(h) (without
regard to any permissible alternative definition thereunder).


 

















 


2.  Paragraph 4.1 hereby is amended to add the
following two sentences at the end thereof:


 


Notwithstanding
the foregoing, if the Executive is a “specified employee” (within the meaning
of the Section 409A Specified Employee Policy of Telephone and Data
Systems, Inc. and its Affiliates) as of the date of his retirement, no
payment to the Executive under this Agreement as a result of his retirement shall
be made before the date which is six months after the date of the Executive’s
retirement.  Payments delayed pursuant to
the immediately preceding sentence shall be paid to the Executive in a lump sum
during the seventh calendar month following the calendar month of the Executive’s
retirement (or, if earlier, to the Executive’s wife, Margaret D. Carlson (or,
if designated by the Executive in writing delivered to the Company before his death,
to a trust over which Margaret D. Carlson has a general power of appointment), during
the calendar month following the calendar month of the Executive’s death).


 


3.  The second sentence of paragraph 5 hereby is
amended to replace the phrase “termination of his employment” set forth therein
with the phrase “the Executive’s retirement”.


 


4.  Paragraph 7.2 hereby is amended to replace
the phrase “If the Company discharges the Executive prior to his retirement,” set
forth therein with the phrase “If the Executive retires as a result of discharge
by the Company,”.


 


FURTHER AGREED, that in all other respects, the provisions of
the Agreement hereby are affirmed.


 


IN WITNESS WHEREOF, the Corporation and the
Executive have executed this Amendment to Agreement as of the day and year
first above written.


 


	
   

  	
  TELEPHONE
  AND DATA SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Herbert
  S. Wander

  
	
   

  	
   

  	
  Chairperson,
  Compensation Committee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LeRoy
  T. Carlson

  



 


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