Exhibit 10.4


 


AMENDMENT
TO


DEFERRED
COMPENSATION AGREEMENT


FOR
KENNETH R. MEYERS


 


THIS
AMENDMENT TO DEFERRED COMPENSATION AGREEMENT is made and
entered into as of this
                    
day of December, 2008, by and between TELEPHONE AND DATA SYSTEMS, INC., a
Delaware corporation (the “Corporation”) and KENNETH R. MEYERS (the “Executive”).


 


W I T N E
S S E T H


 


WHEREAS,
the Corporation and the Executive heretofore have entered into a Deferred
Compensation Agreement, dated as of December 26, 2006 (the “Agreement”);


 


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


 


WHEREAS, the
Corporation and the Executive desire to amend the Agreement to cause it to
comply with 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(e) hereby is amended to add
the following new sentence at the end thereof:


 


Base pay payable after
the last day of a calendar year solely for services performed during the final
payroll period containing the last day of the calendar year shall be treated as
base pay for services performed in the calendar year in which the payroll
period commenced (as opposed to the calendar year in which the base pay is
payable).


 


2.  Paragraph 2(a) hereby is amended (i) to
delete the second sentence thereof and (ii) to amend the first sentence
thereof to read as follows:


 


At the earlier of the
date that the Executive suffers a disability or terminates his employment for
whatever reason, the Executive’s Deferred Compensation Account shall become
payable in accordance with the payment method elected by the Executive in
paragraph 2(e).


 

















 


3.  Paragraph 2(b) hereby is amended in its
entirety to read as follows:


 


The Executive will elect
the payment method for receiving his Deferred Compensation Account either in a
lump sum or in an indicated number of installments.  This determination will be made at the time
of execution of the Agreement in paragraph 2(e) and shall be
irrevocable.  In the event the Executive
elects payment of his Deferred Compensation Account in a lump sum, such lump
sum payment shall be made, subject to paragraph 2(f) below, within thirty
(30) days following the date that the Executive suffers a disability or
terminates employment, as applicable.


 


4.  Paragraph 2(c) hereby is amended (i) to
replace the phrase “Executive’s service with the Company terminates” set forth
in the second sentence thereof with the phrase “Executive suffers a disability
or terminates employment, as applicable” and (ii) to replace the phrase “Ending
Balance and all accrued interest” set forth in the last sentence thereof with
the phrase “Deferred Compensation Account”


 


5.  Paragraph 2(d) hereby is amended in its
entirety to read as follows:


 


If the Executive dies
prior to the total distribution of the Deferred Compensation Account, the Company
shall pay an amount equal to the then current balance including accrued
interest in the Deferred Compensation Account. 
Such payment shall be made in a lump sum within 30 days following the
Executive’s death to the Executive’s Designated Beneficiary (as hereinafter
defined).  However, if the Executive
elected payment in the form of installments, the Executive may designate (at
the time of entering this Agreement) that the installment payments be paid or
continue to be paid to the Executive’s Designated Beneficiary.  If such Designated Beneficiary dies before
all payments are made, payments shall be made to the beneficiary designated by
the Designated Beneficiary in accordance with the procedures in paragraphs 3(a) and
3(b).


 


6.  Paragraph 2(e) hereby is amended in its
entirety to read as follows:


 


e)  Payment of Deferred Compensation Election
(Executive should choose one option):


 


i) o
Lump sum distribution; or


ii) x
Installment Method.  The amount of each
installment shall be equal to one-twentieth  (cannot be
less than one-twentieth) of the Deferred Compensation Account
immediately preceding the first installment payment, plus accrued interest
compounded monthly for the preceding calendar quarter.


 


2

















 


Installment payments (to be completed only if item ii) — Installment Method is selected
above):


 


	
   

  	
   

  	
  x
   shall

  	
   

  	
  o
   shall not

  



 


be paid or continue to be
paid to the Executive’s Designated Beneficiary after the death of the
Executive.


 


7.  Paragraph 2(f) hereby is amended in its
entirety to read as follows:


 


Notwithstanding any
provision within this Agreement to the contrary, if the Executive is entitled
to payment of his Deferred Compensation Account because of his termination of
employment for a reason other than his death, no such payment shall be made
before the date which is six (6) months and one (1) day after the
date of the Executive’s termination of employment (or if earlier, the date of
the Executive’s death).  The aggregate
amount of any payment of the Deferred Compensation Account delayed pursuant to
the immediately preceding sentence shall be paid on the first business day
coincident with or next following the date that is six (6) months and one (1) day
after the date of the Executive’s termination of employment or if earlier,
within thirty (30) days after the date of the Executive’s death.


 


8.  Paragraph 2(g) hereby is amended to
replace the phrase “only if such termination is a “separation from service”
within the meaning of Section 409A of the Internal Revenue Code (the “Code”)”
as it appears therein with the phrase “upon the Executive’s “separation from
service” within the meaning of Section 409A of the Internal Revenue Code
(the “Code”)”.


 


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


 


* * * * * *


 


3

















 


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


 


	
   

  	
  TELEPHONE AND DATA SYSTEMS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  C. Theodore Herbert

  
	
   

  	
   

  	
  Vice President—Human
  Resources

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Kenneth R. Meyers

  



 


SIGNATURE PAGE TO


AMENDMENT
TO DEFERRED COMPENSATION AGREEMENT


 


4