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Exhibit 10.4    
    


Form of TDS Telecom Director/Officer

TELEPHONE AND DATA SYSTEMS, INC.

2004 LONG-TERM INCENTIVE PLAN

[YEAR] RESTRICTED STOCK UNIT AWARD  


        Telephone and Data Systems, Inc., a Delaware corporation (the "Company"), hereby grants to  [NAME] (the "Employee") as of [DATE], pursuant to the
provisions of the Telephone and Data Systems, Inc. 2004 Long-Term Incentive Plan (the "Plan"), a Restricted Stock Unit Award (the "Award") with respect to  [NUMBER] shares of Common Stock, upon and
subject to the restrictions, terms and conditions set forth below. Capitalized terms
not defined herein shall have the meanings specified in the Plan. 


1.     Award Subject to Acceptance.  


        The Award shall become null and void unless the Employee accepts this Award Agreement. The Employee shall be deemed to have accepted this Award Agreement unless
the Employee returns this Award Agreement to the Vice President—Human Resources of the Company within thirty (30) days of the Employee's receipt of this Award Agreement, accompanied
by a written statement that the Employee does not accept this Award Agreement. 


2.     Restriction Period and Forfeiture.  


        (a)   In
General.    Except as otherwise provided in this Award Agreement, the restrictions on the Award shall terminate in their
entirety on December 15, [SECOND CALENDAR YEAR COMMENCING AFTER GRANT DATE], provided that the Employee remains
continuously employed by or of service to the Employers and Affiliates until such date. 


        (b)   Disability
or Death.    If the Employee's employment by or service to the Employers and Affiliates terminates prior to
December 15, [SECOND CALENDAR YEAR COMMENCING AFTER GRANT DATE] by reason of Disability or death, the restrictions on the
Award shall terminate in their entirety upon such termination of employment or service. 


        (c)   Retirement
at or after Attainment of Age 66.    If the Employee's employment by or service to the Employers and Affiliates
terminates on or after January 1, [CALENDAR YEAR COMMENCING AFTER GRANT DATE] but prior to December 15,  [SECOND CALENDAR YEAR COMMENCING AFTER GRANT DATE]
 by reason of retirement at or after attainment of age 66, the restrictions on
the Award shall terminate in their entirety upon such termination of employment or service. If the Employee's employment by or service to the Employers and Affiliates terminates prior to
January 1, [CALENDAR YEAR COMMENCING AFTER GRANT DATE] by reason of retirement at or after attainment of age 66, the
Award shall be forfeited and shall be canceled by the Company. 


        (d)   Other
Termination of Employment or Service.    Notwithstanding any other provision herein, if the Employee's employment by or
service to the Employers and Affiliates terminates prior to December 15, [SECOND CALENDAR YEAR COMMENCING AFTER GRANT
DATE] for any reason other than Disability, death or retirement at or after attainment of age 66 (including without limitation, on account of the Employee's
negligence or willful misconduct, as determined by the Company in its sole discretion), the Award shall be forfeited and shall be canceled by the Company. 


        (e)   Forfeiture
of Award upon Competition or Misappropriation of Confidential Information.    Notwithstanding any other provision
herein, if the Employee (i) enters into competition with an Employer or other Affiliate or (ii) misappropriates confidential information of an Employer or other Affiliate, as determined
by the Company in its sole discretion, the Award shall be forfeited and shall be canceled by the Company. For purposes of the preceding sentence, the Employee shall be treated as entering into
competition with an Employer or other Affiliate if the Employee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of
an Employer or other Affiliate or any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such
customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate or (ii) otherwise competes with an Employer or
other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Employee shall be treated as misappropriating confidential information of an Employer or other
Affiliate if the Employee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the
confidential information to anyone not authorized by an Employer or such Affiliate, as the case may be, to receive such information, (ii) upon termination of 







 



employment
or service, makes any summaries of, takes any notes with respect to or memorizes any confidential information or takes any confidential information or reproductions thereof from the
facilities of an Employer or other Affiliate or (iii) upon termination of employment or service or upon the request of an Employer or other Affiliate, fails to return all confidential
information then in the Employee's possession. "Confidential information" shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs
and other material embodying trade secrets or confidential technical, business, or financial information of an Employer or other Affiliate. 


3.     Change in Control.  


        (a)   Notwithstanding
any provision in the Plan or any other provision in this Award Agreement, in the event of a Change in Control, the restrictions on the Award immediately
shall terminate. In the event of a Change in Control pursuant to Section (b)(3) below, there may be substituted for each share of Stock subject to the Award, the number and class of shares into
which each outstanding share of Stock shall be converted pursuant to such Change in Control. 


        (b)   For
purposes of the Plan and this Award Agreement, a "Change in Control" shall mean: 


        (1)   the
acquisition by any Person, including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the
meaning of Rule 13d-3 promulgated under the Exchange Act, of 25% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally on
matters (without regard to the election of directors) (the "Outstanding Voting Securities"), excluding, however, the following: (i) any acquisition directly from the Company or an Affiliate
(excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege, unless the security being so exercised, converted or exchanged was acquired directly from the
Company or an Affiliate), (ii) any acquisition by the Company or an Affiliate, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company
or an Affiliate, (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 3(b),
or (v) any acquisition by the following persons: (A) LeRoy T. Carlson or his spouse, (B) any child of LeRoy T. Carlson or the spouse of any such child,
(C) any grandchild of LeRoy T. Carlson, including any child adopted by any child of LeRoy T. Carlson, or the spouse of any such grandchild, (D) the estate of any of the
persons described in clauses (A)-(C), (E) any trust or similar arrangement (including any acquisition on behalf of such trust or similar arrangement by the trustees or similar persons)
provided that all of the current beneficiaries of such trust or similar arrangement are persons described in clauses (A)-(C) or their lineal descendants, or (F) the voting trust which
expires on June 30, 2035, or any successor to such voting trust, including the trustees of such voting trust on behalf of such voting trust (all such persons, collectively, the "Exempted
Persons"); 


        (2)   individuals
who, as of February 27, 2004, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board;
provided that any individual who becomes a director of the Company after February 27, 2004, whose election or nomination for election by the Company's stockholders was approved by the vote of
at least a majority of the directors then comprising the Incumbent Board, shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a
director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election
or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board; 



        (3)   consummation
of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Corporate
Transaction"), excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners of the Outstanding Voting
Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding securities of the corporation
resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns, either directly or indirectly, the Company or all or substantially
all of the Company's assets) which are entitled to vote generally on matters (without regard to the election of directors), in substantially the same proportions relative to each other as the shares
of Outstanding Voting Securities are owned immediately prior to such Corporate Transaction, (ii) no Person (other than the following Persons: (v) the Company or an Affiliate,
(w) any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (x) the corporation resulting from such Corporate Transaction, (y) the
Exempted 


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Persons,
and (z) any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 25% or more of the Outstanding Voting Securities) will
beneficially own, directly or indirectly, 25% or more of the combined voting power of the outstanding securities of such corporation entitled to vote generally on matters (without regard to the
election of directors) and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting
from such Corporate Transaction; or 



        (4)   approval
by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company. 


4.     Additional Terms and Conditions of Award.  


        4.1.  Nontransferability
of Award. The Award may not be transferred other than (i) to a beneficiary upon the Employee's death (as
designated on the form attached hereto or under the terms of the Plan), (ii) pursuant to a court order entered in connection with a dissolution of marriage or child support or (iii) by
gift to a Permitted Transferee, after obtaining the consent of the Committee to such gift, which may be given or withheld by the Committee in its sole discretion. Except as permitted by the foregoing,
the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or
similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and
void. 


        By
accepting the Award, the Employee agrees that if any beneficiary designated on a beneficiary designation form predeceases the Employee or, if any corporation, partnership, trust or
other entity which is a designated beneficiary is terminated, dissolved, becomes insolvent or is adjudicated bankrupt prior to the date of the Employee's death, or if the Employee fails to designate a
beneficiary on a beneficiary designation form, then the Employee hereby designates the following persons in the order set forth herein as the Employee's beneficiary or beneficiaries with respect to
the entire amount which the previous designated beneficiary would have been entitled to receive: (i) the Employee's spouse, if living, or if none, (ii) the Employee's then living
descendants, per stirpes, or if none, (iii) the Employee's estate. 


        4.2.  Investment
Representation. The Employee hereby represents and covenants that (a) any shares of Stock acquired upon the lapse of
restrictions with respect to the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities law; (b) any subsequent sale of any such shares shall be made either pursuant to
an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities
laws; and (c) if requested by the Company, the Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation is true and correct as of
the date of acquisition of any shares hereunder or is true and correct as of the date of sale of any such shares, as applicable. As a further condition precedent to the issuance or delivery to the
Employee of any shares subject to the Award, the Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery
of the shares and, in connection therewith, shall execute any documents which the Committee shall in its sole discretion deem necessary or advisable. 


        4.3.  Tax
Withholding.    (a)    As a condition precedent to the issuance or delivery of any shares of Stock subject to the
Award, the Employee shall, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to
withhold and pay over as income or other withholding taxes (the "Required Tax Payments") with respect to the Award. If the Employee shall fail to advance the Required Tax Payments after request by the
Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Employee. 


        (b)   The
Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company,
(2) delivery to the Company of whole shares of Stock, the Fair Market Value of which shall be determined as of the date the obligation to withhold or pay taxes first arises in connection with
the Award (the "Tax Date"), (3) authorizing the Company to withhold whole shares of Stock which would otherwise be delivered to the Employee pursuant to the Award, the Fair Market Value of
which shall be determined as of the Tax Date or (4) any combination of (1), (2) and (3). Shares of Stock to be 


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delivered
or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a share of Stock which would be required to pay the Required Tax
Payments shall be disregarded and the remaining amount due shall be paid in cash by the Employee. No shares of Stock shall be delivered until the Required Tax Payments have been satisfied in full. 



        4.4.  Award
Confers No Rights as a Stockholder.    The Employee shall not be entitled to any privileges of ownership with respect to
the shares of Stock subject to the Award unless and until the restrictions on the Award lapse and the Employee becomes a stockholder of record with respect to such shares. 


        4.5.  Adjustment.    In
the event of any conversion, stock split, stock dividend, recapitalization, reclassification, reorganization,
merger, consolidation, spin-off, combination of shares in a reverse stock split, liquidation or other similar change in capitalization or event, the number and class of shares of Stock
subject to the Award shall be adjusted by the Committee. If any other event shall occur which in the judgment of the Board would warrant an adjustment to the number and class of shares of Stock
subject to the Award, then such adjustment shall be authorized by the Board and made by the Committee upon such terms and conditions as it may deem equitable and appropriate. If any such adjustment
would result in a fractional share being subject to the Award, the Company shall pay the holder of the Award, in connection with the first vesting of the Award occurring after such adjustment, an
amount in cash determined by multiplying (i) the fraction of such share (rounded to the nearest hundredth) by (ii) the Fair Market Value on the vesting date. Any determination made by
the Committee under this Section 4.5 shall be final, binding and conclusive. 


        4.6.  Compliance
with Applicable Law.    The Award is subject to the condition that if the listing, registration or qualification of
the shares of Stock subject to the Award upon any securities exchange or under any law, the consent or approval of any governmental body or the taking of any other action is necessary or desirable as
a condition of, or in connection with, the issuance or delivery of shares, such shares will not be issued or delivered unless such listing, registration, qualification, consent, approval or other
action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration,
qualification, consent, approval or other action. 


        4.7.  Delivery
of Certificates.    As soon as practicable after the termination of the restrictions on the Award, the Company shall,
subject to Section 4.3, deliver or cause to be delivered to the Employee one or more certificates representing the number of shares of Stock subject to the Award. The Company shall pay all
original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 4.3. 


        4.8.  Award
Confers No Rights to Continued Employment or Service.    In no event shall the granting of the Award or the acceptance of
this Award Agreement and the Award by the Employee give or be deemed to give the Employee any right to continued employment by or service with any Employer or any subsidiary or affiliate of an
Employer. 


        4.9.  Decisions
of Committee.    The Committee or its delegate shall have the right to resolve all questions which may arise in
connection with the Award. Any interpretation, determination or other action made or taken by the Committee or its delegate regarding the Plan or this Award Agreement shall be final, binding and
conclusive. 


        4.10. Company
to Reserve Shares.    The Company shall at all times prior to the cancellation of the Award reserve and keep available,
either in its treasury or out of its authorized but unissued shares of Stock, the full number of shares subject to the Award from time to time. 


        4.11. Award
Agreement Subject to the Plan.    This Award Agreement is subject to the provisions of the Plan, and shall be interpreted
in accordance therewith. The Employee hereby acknowledges receipt of a copy of the Plan. 


5.     Miscellaneous Provisions.  



        5.1.  Successors.    This
Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company
and any person or persons who shall acquire any rights hereunder in accordance with this Award Agreement or the Plan. 


        5.2.  Notices.    All
notices, requests or other communications provided for in this Award Agreement shall be made in writing either
(a) by actual delivery to the party entitled thereto, (b) by mailing in the United States mails to the last known address of the party entitled thereto, via certified or registered mail,
postage prepaid and return 


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receipt
requested or (c) by telecopy with confirmation of receipt. The notice, request or other communication shall be deemed to be received in case of delivery, on the date of its actual
receipt by the party entitled thereto, in case of mailing by certified or registered mail, five days following the date of such mailing and in the case of telecopy, on the date of confirmation of
receipt. 


        5.3.  Governing
Law.    The Award, this Award Agreement and all determinations made and actions taken pursuant thereto, to the extent
otherwise not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without regard to principles of
conflicts of laws. 


        5.4   Counterparts.    This
Award Agreement may be executed in counterparts each of which shall be deemed an original and both of which
together shall constitute one and the same instrument. 



	 	 	TELEPHONE AND DATA SYSTEMS, INC.
	

 	
 	

By:	
 	

  
[NAME]

[TITLE]





Accepted this            day of

                                         
       , 20    .

                                         
       

Employee 


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TELEPHONE AND DATA SYSTEMS, INC. 2004 LONG-TERM INCENTIVE PLAN

[YEAR] RESTRICTED STOCK UNIT AWARD

BENEFICIARY DESIGNATION FORM  


        You may designate a primary beneficiary and a secondary beneficiary. You can name more than one person or entity as a primary or secondary beneficiary. For
example, you may wish to name your spouse as primary beneficiary and your children as secondary beneficiaries. Your secondary beneficiary(ies) will receive nothing if any of your primary beneficiaries
survive you. All primary beneficiaries will share equally unless you indicate otherwise. The same rule applies for secondary beneficiaries. 


        Please
be aware that if you are married and you name a primary beneficiary other than your spouse, this Beneficiary Designation Form is effective only if it is signed by your spouse and
notarized by a Notary Public. 


        Designate
Your Beneficiary(ies): 



	 	 	Primary Beneficiary(ies) (give name, address and relationship to you):	 	 
	

 	
 	

	
 	

 
	

 	
 	

	
 	

 
	

 	
 	

	
 	

 
	 	 	Secondary Beneficiary(ies) (give name, address and relationship to you):	 	 
	

 	
 	

	
 	

 
	

 	
 	

	
 	

 
	

 	
 	

	
 	

 




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        I certify that my designation of beneficiary set forth above is my free act and deed. 



	

 Name

(please print)	
 	

 	
 	

 Signature

  
 Date





[the following section to be included only in awards to employees of TDS Telecom:]  


[Spousal Consent 


        If
my spouse designated a person or entity other than myself as his or her primary beneficiary above, I hereby irrevocably and voluntarily agree to the above-named beneficiary and waive
my rights to be sole primary beneficiary. By signing this waiver, I understand that the above-named person(s) or entity(ies) will receive benefits upon my spouse's death and that I will receive
reduced or no benefits upon my spouse's death. I also understand that the beneficiary designation above is not valid unless I consent to it and my consent is irrevocable. 



	

 	

 	

  
 Spouse

  
	  
	]	 
	Notary Public	 	 




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Exhibit 10.4