As filed with the Securities and Exchange Commission on August 15, 1996
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
---------------
AMERICAN PORTABLE TELECOM, INC.
(Exact name of registrant as specified in its charter)
Delaware 39-1706857
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
8410 West Bryn Mawr Avenue, Suite 1100
Chicago, Illinois 60631
(Address of Principal Executive Offices)(Zip Code)
Telephone and Data Systems, Inc.
Tax-Deferred Savings Plan and Trust
(Full title of the plan)
LeRoy T. Carlson, Jr.
Chairman
American Portable Telecom, Inc.
c/o Telephone and Data Systems, Inc.
30 North LaSalle Street, Suite 4000
Chicago, Illinois 60602
(Name and address of agent for service)
(312) 630-1900
(Telephone number, including
area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered (1) Price Offering Fee
Per Share Price
Common Shares,
$1.00 par value 200,000 Shares $10.25 (2) $2,050,000 $706.90
=============== ================== =========== ============== ============
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of
interests of Telephone and Data Systems, Inc. Tax-Deferred Savings Plan
and Trust. In addition, this Registration Statement also covers an
indeterminate amount of additional securities which may be issued under
the above-referenced Plan pursuant to the anti-dilution provisions of
such Plan.
(2) Estimated for the Common Shares solely for the purpose of calculating
the registration fee on the basis of the average of the high and low
prices of the Common Shares of the Company on the Nasdaq National
Market on August 12, 1996, pursuant to Rule 457(h)(1) under the
Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registration Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the "1933
Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been filed by American
Portable Telecom, Inc. (the "Company" or the "Registrant"), with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "1933 Act"), and the Securities Exchange Act of 1934, as
amended (the "1934 Act"), are incorporated by reference herein and shall be
deemed to be a part hereof:
1. The Company's Prospectus dated April 25, 1996, as filed with
the Commission on April 26, 1996, pursuant to Rule 424(b)(4)
under the 1933 Act, which is part of the Company's
Registration Statement on Form S-1, as amended (Registration
No. 333-1514).
2. The description of the Common Shares, par value $1.00 per
share ("Common Shares"), of the Company contained in the
Company's Registration Statement on Form 8-A, as filed with
the Commission on April 19, 1996.
3. The Company's Quarterly Report on Form 10-Q for the quarters
ended March 31 and June 30, 1996.
4. The Company's Current Report on Form 8-K, as filed with the
Commission dated June 4, 1996.
5. All other reports filed by the Company pursuant to Section
13(a) and 15(d) of the 1934 Act since December 31, 1995.
6. The Plan's Annual Report on Form 11-K for the year ended
December 31, 1995.
All documents, subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
- 2 -
<PAGE>
Item 4. Description of Securities.
See Item 3.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters relating to the securities registered hereby will
be addressed by Sidley & Austin, One First National Plaza, Chicago, Illinois
60603. The Company is controlled by Telephone and Data Systems, Inc. ("TDS")
which is controlled by a voting trust. Walter C.D. Carlson, a trustee and
beneficiary of such voting trust and a director of TDS, the Company and certain
other subsidiaries of TDS, Michael G. Hron, the Secretary of TDS, the Company
and certain other subsidiaries of TDS, William S. DeCarlo, the Assistant
Secretary of TDS, the Company and certain other subsidiaries of TDS, Stephen P.
Fitzell, the Secretary of certain subsidiaries of TDS, and Sherry S. Treston,
the Assistant Secretary of certain subsidiaries of TDS, are partners of Sidley &
Austin.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred. Article XI of the Company's Restated
Certificate of Incorporation provides for the indemnification of directors,
officers and employees of the Company within the limitations of Section 145.
In accordance with Section 102(b)(7) of the DGCL, the Company's
Restated Certificate of Incorporation provides that directors shall not be
personally liable for monetary damages for breaches of their fiduciary duty as
directors except for (i) breaches of their duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (iii) certain transactions
under Section 174 of the DGCL (unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) transactions from which a director derives an
improper personal benefit. The effect of the provision is to eliminate the
personal liability of directors for monetary damages for actions involving a
breach of their fiduciary duty of care, including any actions involving gross
negligence.
The Company has directors' and officers' liability insurance which
provides, subject to certain policy limits, deductible amounts and exclusions,
coverage for all persons who have been, are or may in the future be, directors
or officers of the Company, against amounts which such persons must pay
resulting from claims against them by reason of their being such directors or
officers during the policy period for certain breaches of duty, omissions or
other acts done or wrongfully attempted or alleged. Such policies provide
coverage to certain situations where the Company cannot directly provide
indemnification under DGCL.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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<PAGE>
Item 8. Exhibits.
The exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index. The Plan is not intended to be qualified under
Section 401(a) of the Internal Revenue Code.
Item 9. Undertakings.
The Company hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(a) To include any prospectus required by Section 10(a)
(3) of the 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would
not exceed that which was registered) and any
deviation from the low or high and of the
estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(c) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs 1.(a) and 1.(b) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13
or Section 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
1933 Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the Common Shares being registered hereby
which remain unsold at the termination of the offering.
4. That, for the purposes of determining any liability under the
1933 Act, each filing of the Company's Annual Report pursuant
to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering hereof.
5. That, insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Company of expenses
- 4 -
<PAGE>
incurred or paid by a director, officer or
controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the 1933 Act and will
be governed by the final adjudication of such issue.
- 5 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on the 15th day of
August, 1996.
AMERICAN PORTABLE TELECOM, INC.
By: /s/ Donald W. Warkentin
-------------------------
Donald W. Warkentin
President
POWER OF ATTORNEY AND SIGNATURES
The undersigned officers and directors of American Portable
Telecom, Inc. hereby severally constitute and appoint LeRoy T. Carlson, Jr. and
Donald W. Warkentin, and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution, to sign for us in our names in the
capacities indicated below, all amendments to this registration statement, and
generally to do all things in our names and on our behalf in such capacities to
enable American Portable Telecom, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission in connection with this registration statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 15th day of August, 1996.
/s/ Donald W. Warkentin President and Chief Executive Officer (Principal
- ------------------------ Executive Officer) and Director
Donald W. Warkentin
/s/ J. Clarke Smith Vice President-Finance and Administration and
- ------------------------ Chief Financial Officer (Principal Financial and
J. Clarke Smith Accounting Officer), Treasurer and Director
/s/ LeRoy T. Carlson, Jr. Chairman and Director
- -------------------------
LeRoy T. Carlson, Jr.
/s/ LeRoy T. Carlson Director
- -------------------------
LeRoy T. Carlson
/s/ Murray L. Swanson Director
- -------------------------
Murray L. Swanson
/s/ Rudolph E. Hornacek Director
- -------------------------
Rudolph E. Hornacek
/s/ James Barr III Director
- ------------------------
James Barr III
/s/ Walter C.D. Carlson Director
- -------------------------
Walter C.D. Carlson
- 6 -
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 15th day of August, 1996.
THE TELEPHONE AND DATA SYSTEMS, INC.
TAX-DEFERRED SAVINGS PLAN AND TRUST
By: TELEPHONE AND DATA SYSTEMS, INC.,
as plan administrator
By: /s/ LeRoy T. Carlson, Jr.
-------------------------------------
LeRoy T. Carlson, Jr.
President and Chief Executive Officer
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<PAGE>
EXHIBIT INDEX
The following documents are filed herewith or incorporated
herein by reference.
Exhibit
No. Description
4.1 Restated Certificate of Incorporation of the Company, as
amended, is hereby incorporated herein by reference to Exhibit
3(i) to the Company's Registration Statement on Form S-1
(Registration No.
333-1514)
4.2 Bylaws of the Company is hereby incorporated herein by
reference to Exhibit 3(ii) to the Company's Registration
Statement on Form S-1 (Registration No. 333-1514)
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (contained in Exhibit 5)
24 Powers of Attorney (included on signature page)
99.1 Amended and Restated Telephone and Data Systems, Inc.
Tax-Deferred Savings Plan and Trust
99.2 Amendment No. 5 dated as of December 27, 1994
99.3 Amendment No. 6 dated as of February 10, 1995
99.4 Amendment No. 7 dated as of July 26, 1995
99.5 Amendment No. 8 dated as of July 25, 1996
- 7 -
<PAGE>
EXHIBIT 5
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
(312) 853-7000
August 15, 1996
American Portable Telecom, Inc.
Suite 1100
8410 West Bryn Mawr Avenue
Chicago, Illinois 60631
Re: American Portable Telecom, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We are counsel to American Portable Telecom, Inc., a Delaware
corporation (the "Company"), and have represented the Company in connection with
the Registration Statement on Form S-8 (the "Registration Statement") being
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
issuance and delivery of 200,000 common shares, par value $1.00 per share (the
"Shares"), of the Company pursuant to the Telephone and Data Systems, Inc.
Tax-Deferred Savings Plan (the "Plan").
In rendering this opinion, we have examined and relied upon a
copy of the Plan and the Registration Statement, including the related
Prospectus dated the date hereof. We have also examined and relied upon
originals, or copies of originals certified to our satisfaction, of such
agreements, documents, certificates and other statements of governmental
officials and other instruments, and have examined such questions of law and
have satisfied ourselves as to such matters of fact, as we have considered
relevant and necessary as a basis for this opinion. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for our
examination.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing
under the laws of the State of Delaware; and
2. Each Share will be legally issued, fully paid and
nonassessable when (i) the Registration Statement shall have become effective
under the Securities Act; (ii) such Share shall have been duly issued and
delivered in the manner contemplated by the Plan; and (iii) a certificate
representing such Share shall have been duly executed, countersigned and
registered and duly delivered to the person entitled thereto against receipt of
the agreed consideration therefor (not less than the par value thereof) in
accordance with the Plan.
We do not find it necessary for the purposes of this opinion
to cover, and accordingly we express no opinion as to, the application of the
securities or "Blue Sky" laws of the various states to the issuance and delivery
of the Shares.
The Company is controlled by Telephone and Data Systems, Inc.
("TDS"), which is controlled by a voting trust. Walter C.D. Carlson, a trustee
and beneficiary of such voting trust and a director of TDS, the
Company and certain other subsidiaries of TDS, Michael G. Hron, the Secretary of
TDS, the Company and certain other subsidiaries of TDS, William S. DeCarlo, the
Assistant Secretary of TDS, the Company and certain other subsidiaries
<PAGE>
American Portable Telecom, Inc.
August 15, 1996
Page 2
of TDS, Stephen P. Fitzell, the Secretary of certain subsidiaries of TDS, and
Sherry S. Treston, the Assistant Secretary of certain subsidiaries of TDS, are
partners of this Firm.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to all references to our Firm in or made a
part of the Registration Statement, including the related Prospectus dated the
date hereof.
Very truly yours,
SIDLEY & AUSTIN
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of American
Portable Telecom, Inc. of our report dated February 20, 1996 (except with
respect to Note 2.(i), as to which the date is June 4, 1996), on the
consolidated financial statements of American Portable Telecom, Inc. and
Subsidiaries, for the year ended December 31, 1995, included in the American
Portable Telecom, Inc. Current Report on Form 8-K dated June 4, 1996, and to all
references to our Firm included in this Form S-8 Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
August 14, 1996
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
TAX-DEFERRED SAVINGS PLAN AND TRUST
(Amended and Restated as of October 1, 1989)
(WORKING COPY INCORPORATING AMENDMENTS NUMBER 1 THROUGH 4)
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
---------------------------------
TAX-DEFERRED SAVINGS PLAN AND TRUST
------------------------------------
PAGE
----
ARTICLE 1. ESTABLISHMENT AND FIDUCIARIES
1.1 Establishment of Plan and Trust................. 1-1
1.2 Appointment of Fiduciaries of Plan and Trust.... 1-1
1.3 Delegation of Fiduciary Responsibility.......... 1-2
ARTICLE 2. DEFINITIONS
Account ........................................ 2-1
Affiliate....................................... 2-1
Annual Addition................................. 2-1
Annual Valuation Date........................... 2-2
Beneficiary..................................... 2-2
Benefits Department............................. 2-2
Code............................................ 2-2
Company......................................... 2-2
Compensation.................................... 2-2
Designated Fund................................. 2-2
Effective Date.................................. 2-2
Employee........................................ 2-2
Employer........................................ 2-3
Employment Commencement Date.................... 2-3
ERISA........................................... 2-3
Entry Date...................................... 2-3
401(k) Deferral Percentage...................... 2-3
401(m) Contribution Percentage.................. 2-4
Highly Compensated Employee..................... 2-5
Leased Employee................................. 2-6
Matching Employer Contribution.................. 2-6
Normal Retirement Date.......................... 2-6
Plan............................................ 2-6
Plan Year....................................... 2-6
Related Entity.................................. 2-6
Salary Reduction Contributions.................. 2-7
Service......................................... 2-7
(a) Hours of Service........................... 2-7
(b) Break in Service........................... 2-8
TDS Common Shares............................... 2-9
Total and Permanent Disability.................. 2-9
Trust........................................... 2-9
Trustee......................................... 2-9
USCC Common Shares.............................. 2-9
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PAGE
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ARTICLE 3. PARTICIPATION AND SERVICE CREDIT
3.1 Participation................................... 3-1
3.2 Year of Benefit Accrual Service................. 3-2
3.3 Year of Vesting Service......................... 3-3
3.4 Employment By the Company and an
Affiliate or Related Entity................... 3-4
3.5 [RESERVED]...................................... 3-4
3.6 Vesting Service Under Plans Merged into the
Plan and Plans Previously Maintained
by an Employer................................ 3-4
ARTICLE 4. CONTRIBUTIONS AND VALUATION
4.1 Company Contributions........................... 4-1
4.2 Salary Reduction Contributions.................. 4-1
4.3 Matching Employer Contributions................. 4-3
4.4 Coordination Between Sections 4.2 and 4.3....... 4-5
4.5 Refund of Excess Contributions.................. 4-6
4.6 Voluntary Employee Contributions................ 4-8
ARTICLE 5. COMPUTATION OF BENEFITS
5.1 Maintenance of Accounts......................... 5-1
5.2 Allocation of Plan Expenses..................... 5-1
5.3 Allocation of Trust Income...................... 5-1
5.4 Allocation of Salary Reduction Contributions.... 5-1
5.5 Allocation of Employer Contributions, Forfeitures
and Matching Employer Contributions........... 5-1
5.6 Priority of Allocations......................... 5-2
5.7 Limitation on Allocations....................... 5-2
5.8 Establishment of Designated Funds............... 5-4
5.9 Employee Direction of Investments............... 5-5
5.10 Fund Allocations................................ 5-6
5.11 Duration of Investment Direction................ 5-6
ARTICLE 6. PAYMENT OF BENEFITS
6.1 Retirement...................................... 6-1
6.2 Disability...................................... 6-1
6.3 Death........................................... 6-1
6.4 Other Termination of Service.................... 6-1
6.5 Payment of Benefits............................. 6-3
6.6 Designation of Beneficiary...................... 6-5
6.7 Location of Employee or
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<PAGE>
PAGE
----
Beneficiary Unknown........................... 6-6
6.8 Distribution After Age 59-1/2................... 6-6
6.9 Hardship Withdrawal............................. 6-6
6.10 Plan Loans...................................... 6-7
ARTICLE 7. TRANSFER OF BENEFITS
7.1 Acceptance of Transferred Benefits.............. 7-1
7.2 Transfer of Benefits to Other Plans............. 7-1
ARTICLE 8. ADMINISTRATION OF THE PLAN
8.1 Plan Administrator.............................. 8-1
8.2 Claim for Benefits.............................. 8-1
ARTICLE 9. ADMINISTRATION OF THE TRUST
9.1 Trustee......................................... 9-1
9.2 Records and Reports............................. 9-2
9.3 Trust Valuation................................. 9-3
9.4 Trust Payments.................................. 9-3
9.5 Trust Expenses.................................. 9-3
9.6 Trustee Not Responsible......................... 9-3
9.7 Resignation or Removal of the Trustee........... 9-3
ARTICLE 10. AMENDMENT AND TERMINATION OF THE PLAN AND
ADOPTION OF THE PLAN BY OTHER EMPLOYERS
10.1 Right to Amend or Terminate..................... 10-1
10.2 Effect of Termination........................... 10-1
10.3 [RESERVED]...................................... 10-1
10.4 Adoption of the Plan by Affiliate
or Related Entity............................. 10-1
10.5 Adoption of the Plan by Successor............... 10-2
ARTICLE 11. GENERAL PROVISIONS
11.1 Merger or Consolidation of the Trust............ 11-1
11.2 Nonreversion.................................... 11-1
11.3 Nonalienation................................... 11-2
11.4 Facility of Payment............................. 11-2
11.5 Indemnification................................. 11-2
11.6 Limitation of Rights............................ 11-3
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<PAGE>
PAGE
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11.7 Employment Non-Contractual...................... 11-3
11.8 Governing Laws.................................. 11-3
11.9 Bonding......................................... 11-3
ARTICLE 12. TOP-HEAVY PROVISIONS
12.l Determination of Top-Heaviness.................. 12-1
12.2 Minimum Allocation.............................. 12-2
12.3 Maximum Compensation............................ 12-2
12.4 Minimum Vesting................................. 12-2
12.5 Definitions..................................... 12-3
APPENDIX
A. Adopting Affiliates and Related Entities........ A-1
B. Distribution Options Available to Employees
Who Participated in Poseyville Telephone
Company, Inc. Salary Reduction Plan........... B-1
C. Distribution Options Available to Employees
Who Participated in Blue Ridge Telephone
Company 401(k) Plan........................... C-1
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<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
--------------------------------
TAX-DEFERRED SAVINGS PLAN AND TRUST
-----------------------------------
ARTICLE 1. ESTABLISHMENT AND FIDUCIARIES.
1.1 Establishment of Plan and Trust.
-------------------------------
The Company initially established the Plan and Trust as
of December 1, 1985, to provide, together with other retirement
plans provided for eligible Employees by the Company, Social
Security and personal savings, for retirement benefits for
employees participating in the Plan. It was and is intended that
the Plan and Trust continuously qualify under Sections 401 and
501 of the Code, respectively, and that contributions to the
Trust be deductible under Section 404 of the Code.
Several amendments to the Plan and Trust have hereto-
fore been made. Pursuant to the power reserved by the Company in
the Plan, the Company now amends and restates the Plan and Trust
in its entirety effective October 1, 1989, to conform to the
requirements of the Tax Reform Act of 1986 ("TRA-86"). Certain
amendments, as specified herein, are effective at a date earlier
than October 1, 1989, as required by TRA-86.
1.2 Appointment of Fiduciaries of Plan and Trust.
--------------------------------------------
(a) The Company shall be the "Administrator" and the
"Named Fiduciary" of the Plan, both within the meaning of ERISA.
The Company may designate in writing, if not otherwise specified
in the Plan, a person or persons to be responsible for carrying
out its duties as administrator or named fiduciary.
(b) The Company has appointed one or more trustees to
be responsible for the administration of the Trust, in accordance
with the terms hereof.
(c) The Company may designate in writing an individual
or committee to be responsible for the administration of the
Trust. If the Company appoints more than one Trustee to be
responsible for the administration of the Trust and more than one
such Trustee is entitled to participate in the making of any
decision, the decision of the majority in number shall control in
the event of any disagreement among them. Any nonconcurring
Trustee shall not be liable or responsible for any action taken
or failed to be taken over such Trustee's dissent if his dissent
is filed in writing with the other Trustees or such other appro-
priate action is taken which is required under ERISA.
1-1
<PAGE>
1.3 Delegation of Fiduciary Responsibility.
--------------------------------------
(a) The Company may delegate any of its duties to
another person and has delegated to the Trustee its power to
appoint one or more investment managers (within the meaning of
Section 3(38) of ERISA) and to remove any investment manager so
appointed.
(b) If there is more than one person designated as
Trustee, such persons may (i) allocate fiduciary responsibilities
between, or to, any one or more of them; (ii) designate others to
carry out such responsibilities; and (iii) appoint one or more
investment managers (within the meaning of Section 3(38) of
ERISA) and may also remove any investment manager so appointed.
(c) The Company and the Trustee mutually represent and
warrant, each to the other, that any directions given or informa-
tion furnished by them or their respective agents for purposes of
the Plan or the Trust will be given or furnished in accordance
with the terms hereof, and in accordance with the applicable
provisions of the Code and ERISA.
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<PAGE>
ARTICLE 2. DEFINITIONS.
Wherever used in this document, words in the masculine
gender shall include masculine or feminine gender, and, unless
the context otherwise requires, words in the singular shall
include words in the plural, and words in the plural shall
include the singular. The words "hereof," "herein," "hereunder"
and other similar compounds of the word "here" shall mean and
refer to the entire document and not to any particular provi-
sions. The titles and headings of the provisions in this docu-
ment are inserted merely for convenience of reference and shall
be given no legal effect.
As used in this document, unless the context otherwise
requires:
ACCOUNT means the value of an Employee's interest in
the Trust. EMPLOYER ACCOUNT means that part of an Employee's
Account attributable to Employer contributions other than
Matching Employer Contributions. EMPLOYER MATCHING ACCOUNT means
that part of an Employee's Account attributable to Matching
Employer Contributions. SALARY REDUCTION CONTRIBUTIONS ACCOUNT
means that part of an Employee's Account attributable to his
Salary Reduction Contributions, if any. EMPLOYEE VOLUNTARY
ACCOUNT means that part of an Employee's Account attributable to
his voluntary contributions, if any. ROLLOVER ACCOUNT means that
portion of an Employee's Account attributable to the Employee's
benefit transferred to the Plan under provisions of Section 7.2
hereof.
AFFILIATE means any trade or business entity which is a
member of a controlled group with the Company (as described in
Section 414(b) and (c) of the Code, and modified by Section
415(h) of the Code, where applicable) or is a member of an
affiliated service group with the Company (as described in
Section 414(m) of the Code) and any other entity required to be
aggregated with the Company pursuant to final regulations under
Section 414(o) of the Code.
ANNUAL ADDITION means, with respect to any Plan Year,
an amount equal to the sum of (a), (b), (c) and (d) below,
allocated to any Employee's Account, where:
(a) equals that portion of the Employer contributions
under Sections 4.1, 4.3 and 12.2 allocated to such Account,
including any such contributions that are forfeited by, or
returned to, the Employee pursuant to Section 4.5(b);
(b) equals the sum of all Salary Reduction
Contributions made by the Employee, including any such
contributions that are returned to the Employee pursuant to
Section 4.5(a);
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<PAGE>
(c) equals all of the Employee's voluntary con-
tributions, if any; and
(d) equals that portion of any forfeitures allo-
cated to such Account.
ANNUAL VALUATION DATE means September 30 of each Plan
Year beginning before October 1, 1993 and December 31 of each
Plan Year beginning after September 30, 1993. SEMI-ANNUAL
VALUATION DATE means March 31 and September 30 of each Plan Year
beginning before October 1, 1993 and June 30 and December 31 of
each Plan Year beginning after September 30, 1993. QUARTER-
ANNUAL VALUATION DATE means March 31, June 30, September 30 and
December 31 of each Plan Year.
BENEFICIARY means the person or persons entitled to
receive benefits under the Plan payable upon an Employee's death.
BENEFITS DEPARTMENT means the employee benefits depart-
ment of the Company, located at 301 South Westfield Road, Post
Office Box 5158, Madison, Wisconsin 53705-0158.
CODE means the Internal Revenue Code of 1986, as
amended from time to time.
COMPANY means TELEPHONE AND DATA SYSTEMS, INC., an Iowa
corporation, and any successor thereto that adopts the Plan.
COMPENSATION means the compensation paid as remunera-
tion for services by an Employee as defined in each article
herein where such term appears. Notwithstanding the foregoing,
for Plan Years beginning after December 31, 1988, Compensation in
excess of the limit set forth in Section 401(a)(17) of the Code
(adjusted for changes in the cost of living pursuant to Section
401(a)(17) of the Code and, for the Plan Year that begins October
1, 1993, multiplied by 3/12) shall be disregarded for all
purposes under the Plan.
DESIGNATED FUND means an investment fund selected by
the Trustee to which Employees may, in accordance with Article 5
hereof, direct the investment of all or some portion of their
Accounts.
EFFECTIVE DATE means the effective date of the amend-
ment and restatement of the Plan, which is October 1, 1989.
EMPLOYEE means any person who is employed by the Compa-
ny, an Affiliate or a Related Entity, and any former Employee who
may be entitled to a retirement benefit from the Plan by reason
of his participation herein. The term shall not include any
Leased Employee or any person excluded by name or classification
by the Company, an Affiliate or a Related Entity upon adoption of
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the Plan. The term shall also not include any person covered by
a collective bargaining agreement that does not by its terms
provide that such person is eligible to participate in the Plan.
In the event, however, that persons otherwise eligible to partic-
ipate in the Plan select a bargaining representative subsequent
to the Effective Date then such persons shall continue to be
eligible to participate pending the completion of negotiations
between the Company and such persons' selected bargaining repre-
sentative. Upon completion of negotiations, if the resulting
collective bargaining agreement does not expressly provide for
continued eligibility then such persons shall become ineligible
to participate further in the Plan as of the effective date of
such collective bargaining agreement.
EMPLOYER means the Company, any Affiliate or Related
Entity that adopts the Plan pursuant to the provisions of Section
10.4 hereof with the Company's consent to such adoption.
EMPLOYMENT COMMENCEMENT DATE means the date on which an
Employee first performs an Hour of Service for the Company, an
Affiliate, or a Related Entity or first performs an hour of
service (determined in accordance with Department of Labor
Regulation section 2530.200b-2) with a company any of the stock or
assets of which are directly or indirectly acquired by the
Company.
ERISA means the Employee Retirement Income Security Act
of 1974, as amended.
ENTRY DATE means the first day of each quarter Plan
Year.
401(k) DEFERRAL PERCENTAGE means that percentage,
rounded to the nearest one-hundredth of one percent, that is
equal to the ratio of the Employee's Salary Reduction
Contributions for the Plan Year to the Employee's Compensation.
In any Plan Year, the Company at its discretion may determine
each Employee's 401(k) Deferral Percentage by adding to such
Employee's Salary Reduction Contributions either (i) Matching
Employer Contributions allocated to such Employee's Account that
are distributable no earlier than the occurrence of the
circumstances described in Section 401(k)(2)(B) of the Code and
are nonforfeitable within the meaning of Section 401(k)(2)(C) of
the Code or (ii) Employer contributions allocated to such
Employee's Account that are "qualified nonelective contributions"
within the meaning of Section 401(m)(4)(C) of the Code as of the
end of the Plan Year or both (i) and (ii). For purposes of this
definition, Compensation means compensation that is includable in
gross income (or would be includable but for Section 125,
402(a)(8) or 402(h) of the Code) and is actually paid to the
Employee during the portion of the 12-month period ending on the
last day of the Plan Year during which the Employee was eligible
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<PAGE>
to participate in the Plan under Section 3.1 (disregarding any
prohibition imposed by Section 6.9(d)(i)). If an Employee is a
5% owner (within the meaning of Section 416(i)(1)(B)(i) of the
Code) or one of the ten Employees who receives the greatest
amount of Compensation during the Plan Year and such Employee has
any family members (as defined in Section 414(q)(6)(B) of the
Code) who are employed by an Employer during the Plan Year, then
(i) the Employee's 401(k) Deferral Percentage will be determined
as if the Employee's Salary Reduction Contributions and
Compensation included the Salary Reduction Contributions and
Compensation of each such family member; (ii) if any Matching
Employer Contributions are included in determining the Employee's
401(k) Deferral Percentage, all Matching Employer Contributions
allocated to each such family member's Account will be considered
allocated to such Employee's Account; and (iii) a 401(k) Deferral
Percentage shall not be separately computed for each such family
member.
401(m) CONTRIBUTION PERCENTAGE means that percentage,
rounded to the nearest one-hundredth of one percent, that is
equal to the ratio of the Matching Employer Contribution made on
behalf of the Employee and the Employee's voluntary
contributions, if any, for the Plan Year to the Employee's
Compensation. In any Plan Year, the Company at its discretion
may determine each Employee's 401(m) Contribution Percentage by
adding to such Employee's Matching Employer Contributions all or
a portion of the Salary Reduction Contributions allocated to such
Employee's Account as of the end of the Plan Year. For purposes
of this definition, Compensation means compensation that is
includable in gross income (or would be includable but for
Section 125, 402(a)(8) or 402(h) of the Code) and is actually
paid to the Employee during the portion of the 12-month period
ending on the last day of the Plan Year during which the Employee
was eligible to participate in the Plan under Section 3.1
(disregarding any prohibition imposed by Section 6.9(d)(i)). If
an Employee is a 5% owner (within the meaning of Section
416(i)(1)(B)(i) of the Code) or one of the ten Employees who
receives the greatest amount of Compensation during the Plan Year
and such Employee has any family members (as defined in Section
414(q)(6)(B) of the Code) who are employed by an Employer during
the Plan Year, then (i) the Employee's 401(m) Contribution
Percentage will be determined as if the Matching Employer
Contribution made on behalf of the Employee, the Employee's
voluntary contributions, if any, and the Employee's Compensation
included the Matching Employer Contribution made on behalf of
each such family member and each such family member's voluntary
contributions, if any, and Compensation; and (ii) a 401(m)
Contribution Percentage shall not be separately computed for each
such family member.
HIGHLY COMPENSATED EMPLOYEE means (i) with respect to
Plan Years beginning before January 1, 1994, any Employee or
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<PAGE>
former Employee described in Paragraph (a), (b) or (d) below, and
(ii) with respect to Plan Years beginning on or after January 1,
1994, in accordance with the Company's election effective January
1, 1994 under Treasury Regulation Section 1.414(q)-IT Q&A14(b)(1) to
make the look-back year the calendar year ending with the current
Plan Year, any Employee or former Employee described in Paragraph
(c) or (d) below.
(a) An Employee is described in this Paragraph (a) if
such Employee did not terminate Service during the current Plan
Year and satisfied the requirements of Paragraph (e) below during
the immediately preceding Plan Year.
(b) An Employee is described in this Paragraph (b) if
such Employee did not terminate Service during the current Plan
Year and (i) satisfied the requirements of Paragraph (e)(i) below
during the current Plan Year; or (ii) satisfied the requirements
of Paragraph (e)(ii), (iii) or (iv) below during the current Plan
Year and was one of the 100 employees of the Company and all
Affiliates who received the most Compensation during the current
Plan Year.
(c) An Employee is described in this Paragraph (c) if
such Employee did not terminate Service during the current Plan
Year and satisfied the requirements of Paragraph (e) below during
the current Plan Year.
(d) An Employee is described in this Paragraph (d) if
such Employee terminated Service before the current Plan Year and
was a Highly Compensated Employee as described above during any
Plan Year following the date such Employee attained age 55 or
during the Plan Year in which the Employee terminated Service.
(e) An Employee is described in this Paragraph (e) if
such Employee:
(i) was a 5% owner of the Company or any
Affiliate or Related Entity;
(ii) received aggregate Compensation from the
Company and any Affiliate or Related Entity in excess
of $75,000 (adjusted for changes in the cost of living
under applicable rules and regulations and, for the
Plan Year that begins October 1, 1993, multiplied by
3/12)
(iii) received aggregate Compensation from the
Company and any Affiliate or Related Entity in excess
of $50,000 (adjusted for changes in the cost of living
under applicable rules and regulations and, for the
Plan Year that begins October 1, 1993, multiplied by
3/12) and was in the group of employees of the Company
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<PAGE>
and all Affiliates or Related Entities who received more
Compensation than 80% of all other employees of the Company and
all Affiliates or Related Entities; or
(iv) received aggregate Compensation from the
Company and any Affiliate or Related Entity in excess
of $45,000 (adjusted for changes in the cost of living
under applicable rules and regulations and, for the
Plan Year that begins October 1, 1993, multiplied by
3/12) and was at any time an officer of the Company or
any Affiliate or Related Entity.
(f) For purposes of this definition, Compensation
means compensation that is includible in gross income (or would
be includible in gross income but for Section 125, 402(a)(8) or
402(h)(1)(B) of the Code) and is actually paid to the Employee
during the Plan Year for which such determination is being made.
(g) All determinations of Highly Compensated Employees
hereunder shall be made in accordance with Section 414(q) of the
Code and the regulations thereunder.
LEASED EMPLOYEE means any person who renders services
to the Company or any Affiliate or Related Entity as a leased
employee and is described in Section 414(n) of the Code.
MATCHING EMPLOYER CONTRIBUTION means the amounts con-
tributed for an Employee by his Employer under Section 4.3
hereof.
NORMAL RETIREMENT DATE means the date on which the
Employee attains age 65.
PLAN means the tax-deferred savings plan herein set
forth and any amendment or supplement thereto.
PLAN YEAR means for periods of time before October 1,
1993, the twelve month period beginning on October 1 and ending
on September 30 of the immediately following year; for the plan
year beginning on October 1, 1993, the plan year means the 3-
month period beginning on October 1, 1993 and ending on December
31, 1993; and for periods of time after December 31, 1993, the
plan year means the 12-month period beginning on January 1 and
ending on the immediately following December 31.
RELATED ENTITY means any other trade or business entity
in which the Company or an Affiliate has an interest and that is
a "subsidiary" of the Company as defined in Regulation C, Rule
405, promulgated by the Securities and Exchange Commission under
the Securities Act of 1933.
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<PAGE>
SALARY REDUCTION CONTRIBUTION means the amounts con-
tributed on behalf of an Employee by his Employer pursuant to the
Employee's election under Section 4.2 hereof.
SERVICE means employment by the Company, until ter-
minated by quit, discharge, retirement, disability, death or
otherwise, accounted for in accordance with Paragraphs (a) and
(b) below. Employment by an Affiliate or Related Entity shall be
treated as employment by the Company for purposes of computing
Service hereunder.
(a) HOURS OF SERVICE means the sum of all hours cre-
dited to an Employee under Subparagraphs (i) through (iv) below,
determined from the employment records of the Company, the Affil-
iates and Related Entities which accurately reflect the actual
hours of service to which the Employee is entitled. Employees
for whom employment records do not accurately reflect the hours
of service to which the Employee is entitled shall be credited
with Hours of Service under an alternative method permitted by
applicable law.
(i) An Employee shall be credited with an Hour of
Service for each hour for which he is directly or
indirectly paid, or entitled to payment by the Company,
an Affiliate or a Related Entity for the performance of
duties. These hours shall be credited to the Employee
for the Plan Year in which such duties are performed.
(ii) An Employee shall be credited with an Hour
of Service for each hour for which he is directly or
indirectly paid, or entitled to payment by the Company,
an Affiliate or a Related Entity for a period of time
during which he performed no duties (irrespective of
whether the employment relationship has terminated) due
to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave
of absence. These hours shall be credited to the
Employee for the Plan Year during which such absence
occurs.
(iii) An Employee shall be credited with an Hour
of Service for each hour for which back pay, irre-
spective of mitigation of damages, has been either
awarded or agreed to by the Company, an Affiliate or a
Related Entity. These hours shall be credited to the
Employee for the Plan Year to which such award or
agreement pertains rather than the year in which the
award, agreement or payment is made.
(iv) Hours of Service shall be credited to an
Employee on the basis of the actual hours for which he
is paid or entitled to payment, and no Employee shall
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<PAGE>
be credited with Hours of Service for the same hours under more
than one of the preceding Subparagraphs. Notwithstanding
Subparagraphs (i) through (iii) above, (A) no Employee shall be
credited with more than 501 Hours of Service under Subparagraph
(ii) above on account of any single continuous period during
which he performs no duties, (B) no Hours of Service shall be
credited to an Employee under Subparagraph (ii) above to the
extent payment for any period of time during which no duties are
performed is made or due under a program maintained solely for
the purpose of complying with any applicable worker's
compensation or disability insurance laws, and (C) Hours of Ser-
vice shall not be credited with respect to any payment which
solely reimburses an Employee for medical or medically-related
expenses incurred by him.
(v) All Hours of Service shall be credited and
determined in accordance with Department of Labor
Regulation Section 2530.200b-2(b) and (c).
(vi) For purposes of this definition, Compen-
sation means compensation that is includible in gross
income (or would be includible in gross income but for
Section 125, 402(a)(8) or 402(h)(1)(B) of the Code) and
is actually paid to the Employee during the Plan Year
for which such determination is being made.
(b) BREAK IN SERVICE means any Plan Year (or, for
purposes of determining eligibility to participate in the Plan,
any eligibility period) during which an Employee is not credited
with more than 500 Hours of Service under the Plan.
Notwithstanding the preceding sentence, no Employee shall incur a
Break in Service for the Plan Year that begins October 1, 1993.
Solely for purposes of determining whether an Employee has
incurred a Break in Service, such Employee shall, in addition to
Hours of Service credited under Paragraph (a) above, be credited
with Hours of Service based upon his customary period of work,
for periods of absence during which no duties are performed and
for which the Employee is not paid or entitled to payment by the
Company, an Affiliate or a Related Entity due to (i) service in
the armed forces of the United States, provided such Employee
returns to work within the period and under the conditions
provided by law for the protection of his reemployment rights
following such service, (ii) temporary layoff or leave of absence
both of which must be approved in advance by the Company, an
Affiliate or a Related Entity, provided such Employee returns to
work on the date fixed by the Company, an Affiliate or a Related
Entity, and (iii) leave of absence due to the Employee's
pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection with the adoption of such child,
or caring for such child for a period immediately following such
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<PAGE>
birth or placement. For purposes of (iii) above, Hours of
Service shall be credited for the Plan Year in which such leave
of absence begins, if credit is necessary to prevent the Employee
from incurring a Break in Service; otherwise, Hours of Service
shall be credited in the immediately following Plan Year. Not
more than 501 Hours of Service shall be credited under (iii)
above.
TDS COMMON SHARES means Common Shares, par value $1.00
per share, of Telephone and Data Systems, Inc., an Iowa Corpora-
tion.
TOTAL AND PERMANENT DISABILITY means a disability
(determined by the Company's disability insurer) which has ren-
dered the Employee totally and permanently disabled within the
meaning of the Company's long term disability plan.
TRUST means the tax-deferred savings trust herein set
forth and any amendment or supplement thereto.
TRUSTEE means LeRoy T. Carlson, Jr., Ronald D. Webster,
C. Theodore Herbert and Michael G. Hron and any successor to any
such individual.
USCC COMMON SHARES means Common Shares, par value $1.00
per share, of United States Cellular Corporation, a Delaware
Corporation.
2-9
<PAGE>
ARTICLE 3. PARTICIPATION AND SERVICE CREDIT.
3.1 Participation.
-------------
(a)(i) Each Employee who is participating in the Plan
on the day before the Effective Date shall continue to
participate, subject to the amended and restated provisions
hereof, from and after the Effective Date.
(ii) In the case of an individual who becomes an
Employee after the Effective Date because either (i) the
individual's employer becomes an Affiliate after such date, or
(ii) any of the stock or assets of the individual's employer is
directly or indirectly acquired by the Company after such date,
the Employee shall become a participant in the Plan as of the
date specified in the agreement under which either the Employee's
employer became an Affiliate or the stock or assets of the
Employee's employer was directly or indirectly acquired by the
Company, provided that the Employee satisfies the requirements of
Section 3.1(b) hereof as of such date (taking into account hours
of service described in Section 3.4(a)). If no date is specified
in such agreement or if the Employee does not satisfy the
requirements of Section 3.1(b) as of the date specified in such
agreement, the Employee shall commence participation in the Plan
in accordance with Section 3.1(b) hereof (taking into account
hours of service described in Section 3.4(a)).
(b) Each other Employee shall commence participation
in the Plan as of the later of the Effective Date or the first
Entry Date coincident with or next following the date on which he
satisfies the following requirements:
(i) he is employed by an Employer;
(ii) he attains age 21; and
(iii) he completes his eligibility period during which
he is credited with 1,000 Hours of Service. An Employee's
initial eligibility period shall be the 12-consecutive
calendar month period beginning on his Employment Commence-
ment Date. If an Employee is not credited with 1,000 Hours
of Service during his initial eligibility period, his subse-
quent eligibility period shall be the Plan Year, beginning
with the Plan Year that includes the first anniversary of
the Employee's Employment Commencement Date.
Notwithstanding the preceding sentences, if an Employee's
subsequent eligibility period is the Plan Year that begins
October 1, 1993, such Employee shall satisfy the requirement
set forth in this Paragraph (iii) if such Employee is
credited with 250 Hours of Service during such Plan Year.
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<PAGE>
(c) If the Service of an Employee who is not
participating in the Plan terminates and is later reemployed:
(i) his initial participation in the Plan shall
be determined by reference to his Employment Commence-
ment Date, if he is reemployed before he incurs a Break
in Service; and
(ii) he shall be treated as a new Employee, if he
is reemployed after he incurs a Break in Service.
(d) If the Service of an Employee who participates in
the Plan terminates, in the event of his later reemployment, he
shall recommence participation as of the date of his reemployment
by an Employer.
(e) No Leased Employee shall be eligible to partici-
pate in the Plan.
3.2 Year of Benefit Accrual Service.
-------------------------------
(a) Each Employee who is participating in the Plan on
the day before the Effective Date shall be credited as of the
Effective Date with a Year of Benefit Accrual Service for each
Year of Service credited to such Employee under the Plan as of
the Effective Date. For each Plan Year ending after the
Effective Date, but not for the Plan Year beginning October 1,
1993, each such Employee shall be credited with a Year of Benefit
Accrual Service if (i) he is participating in the Plan and is
credited with 1,000 Hours of Service for such Plan Year and (ii)
he is in the Service of an Employer on the Annual Valuation Date
or terminated Service during the Plan Year on account of his
retirement, Total and Permanent Disability or death.
(b) Each Employee who begins participating in the Plan
on or after the Effective Date shall be credited with a Year of
Benefit Accrual Service for a Plan Year in which such Employee is
participating in the Plan, but not for the Plan Year beginning
October 1, 1993, if (i) he is credited with 1,000 Hours of
Service for such Plan Year and (ii) he is in the Service of an
Employer on the Annual Valuation Date or had terminated Service
during the Plan Year on account of retirement, Total and
Permanent Disability or death.
(c) In addition to the foregoing, each Employee
participating in the Plan on any day during the Plan Year that
begins October 1, 1993 shall be credited with a Year of Benefit
Accrual Service with respect to such Plan Year if (i) he is
credited with 250 Hours of Service in such Plan Year and (ii) he
is in the Service of an Employer on the Annual Valuation Date or
had terminated Service during the Plan Year on account of
retirement, Total and Permanent Disability or death.
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<PAGE>
(d) For purposes of this Section, retirement shall
mean any termination of Service after such Employee is eligible
for early retirement benefits under any other qualified
retirement plan maintained by the Company, an Affiliate or
Related Entity with which the Employee is in Service at the time
of such termination, or if no such Plan exists, termination of
Service after the date on which the sum of the Employee's age and
Years of Vesting Service equals 77, provided that he has attained
57 years of age.
3.3 Year of Vesting Service.
-----------------------
(a) An Employee shall be credited with a Year of
Vesting Service for each Plan Year in which he is credited with
1,000 Hours of Service. Notwithstanding the foregoing, an
Employee shall be credited with a Year of Vesting Service for the
Plan Year that begins October 1, 1993 if he is credited with
either (i) 250 Hours of Service during such Plan Year; or (ii)
1,000 Hours of Service during the 12-month period beginning
October 1, 1993.
(b) If the Service of an Employee terminates, in the
event of his later reemployment, Years of Vesting Service cred-
ited prior to a Break in Service shall be disregarded for pur-
poses of determining Years of Vesting Service credited after such
Break in Service if (i) the Employee was not entitled to any
nonforfeitable percentage of his Account derived from Employer
contributions prior to the Break in Service, and (ii) the number
of his consecutive Breaks in Service equals the greater of 5 or
the total number of his Years of Vesting Service credited prior
to such Break in Service.
(c) If the Service of an Employee terminates, in the
event of his later reemployment, Years of Vesting Service cred-
ited after 5 consecutive Breaks in Service shall be disregarded
for purposes of determining Years of Vesting Service to be cred-
ited before such 5 consecutive Breaks in Service.
(d) If the Service of an Employee terminates, in the
event of his later reemployment, Years of Vesting Service with
respect to which the Employee has received a distribution of the
nonforfeitable balance in his Account as a result of his ter-
mination of Service shall be disregarded unless the Employee
returns to Service and repays the full amount of such distri-
bution to the Plan on or before the earlier of (i) the Annual
Valuation Date on which the Employee incurs 5 consecutive Breaks
in Service following such distribution, or (ii) the end of the 5-
year period beginning on the date the Employee returns to Ser-
vice.
3.4 Employment By the Company and an Affiliate or Related
Entity
-----------------------------------------------------
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<PAGE>
(a) For purposes of determining participation
hereunder, an Employee shall be credited with Hours of Service
(i) with respect to all Service with the Company, any Affiliate
and any Related Entity and (ii) for all hours of service
(determined in accordance with Department of Labor Regulation Section
2530.200b-2) with any company any of the stock or assets of which
are directly or indirectly acquired by the Company.
(b) For purposes of determining Years of Vesting
Service hereunder, an Employee shall be credited with Hours of
Service with respect to all Service with the Company and any
Affiliate or Related Entity (but only after the Affiliate or
Related Entity became an Affiliate or Related Entity, as the case
may be).
(c) For purposes of determining Years of Benefit
Accrual Service hereunder, an Employee shall be credited with
Hours of Service only with respect to Service with the Company.
Service with an Affiliate that adopts the Plan under Section 10.4
hereof shall be considered Benefit Accrual Service with respect
to that Affiliate, the Company and any other Affiliate that
adopts the Plan, but only with respect to Hours of Service
credited on or after the Affiliate adopts the Plan.
(d) For purposes of subsection (a) and (b) above and
Article 6, if an Employee transfers employment among the Company,
any Affiliate or any Related Entity, such Employee shall not be
deemed to have terminated Service. However, for purposes of
subsection (c), but not for purposes of Article 6, if an Employee
transfers employment from the Company or any Affiliate to a
Related Entity, such Employee shall be deemed to have terminated
Service.
3.5 [RESERVED].
3.6 Vesting Service Under Plans Merged into the Plan and
Plans Previously Maintained by an Employer.
- ---------------------------------------------------------------
(a) In addition to the Years of Vesting Service
credited to any Employee under the preceding provisions of this
Article 3, an Employee shall, upon the first Entry Date on which
an Employee commences participation in the Plan under Section 3.1
hereof, be credited with Years of Vesting Service equal to the
excess of (i) vesting service credited to the Employee under any
predecessor plan (defined in subsection (b) below) or any plan
that is merged into this Plan over (ii) the Years of Vesting
Service credited to the Employee under the preceding provisions
of this Article 3. Notwithstanding the preceding sentence, in
the case of an Employee who participated in a predecessor plan
and who incurred five or more consecutive break in service years
(as defined in Section 411(a)(6) of the Code), no Years of
Vesting Service shall be credited to an Employee under this Plan
3-4
<PAGE>
for vesting service credited to the Employee under such
predecessor plan if (i) the Employee had no vested right to
employer contributions under such predecessor plan and (ii) the
number of his consecutive break in service years equals the
greater of five and the number of years of service credited to
the Employee under the predecessor plan.
(b) For purposes of this Section 3.6, a predecessor
plan means a plan qualified under Section 401(a) of the Code that
was maintained by an Employer or any company that becomes an
Employer and that is terminated within the 5-year period
immediately preceding or following the date this Plan is adopted
by such Employer.
3-5
<PAGE>
ARTICLE 4. CONTRIBUTIONS AND VALUATION.
4.1 Company Contributions.
---------------------
(a) Each Employer shall contribute to the Trust for
each Plan Year, such amount, if any, as its Board of Directors
shall determine by appropriate resolution.
(b) Notwithstanding subsection (a) above to the con-
trary, each Employer shall contribute during each Plan Year an
amount that is necessary to restore any Account of it Employees
pursuant to Section 6.4(f) hereof if such Account is not restored
pursuant to Section 5.5(a) hereof.
(c) All Employer contributions under this Section 4.1
shall be in cash or, in the sole discretion of the Company, in
TDS Shares or USCC Shares, and shall be made within the time
prescribed by law for filing the Employer's federal income tax
return, including extensions thereof, for the taxable year in
which the Plan Year ends or, for Plan Years beginning after
September 30, 1993, the taxable year that ends with the Plan
Year. For purposes of this Section 4.1, TDS Common Shares and
USCC Common Shares shall be valued at the average closing price
for such shares on the American Stock Exchange, Inc. ("AMEX"),
for the last trading day preceding the date of purchase.
4.2 Salary Reduction Contributions.
------------------------------
(a) Except as provided in subsection (f) below, an
Employee who is eligible to participate in the Plan under Section
3.1 may authorize the Company to make a Salary Reduction
Contribution in any whole percentage (or fraction thereof from
time to time permitted by the Company) of his Compensation up to
a maximum of 15% thereof. Each Employee who authorizes a Salary
Reduction Contribution shall have his total compensation for such
period reduced by an equal amount. For purposes of this
subsection (a), Compensation means compensation that is includ-
ible in gross income (or would be includible in gross income but
for Section 125, 402(a)(8) or 402(h)(1)(B) of the Code) and is
actually paid to the Employee during the Plan Year including all
commissions, bonuses and overtime pay, but excluding reimburse-
ment for business expenses, any other taxable or non-taxable
fringe benefits and any other contributions to this or any other
qualified plan of deferred compensation of the Company.
(b) Contributions authorized by an Employee under
subsection (a) above shall remain in effect until such time as he
may change or suspend such contributions by filing with the
Company a form prescribed by the Company for such purpose. Any
such change shall become effective on the first day after the
Quarter-Annual Valuation Date next following the date of the
Company's receipt of such change form. Any such suspension shall
4-1
<PAGE>
become effective as soon as practicable after receipt by the
Company of notice of such suspension. An Employee who suspends
such contributions may not resume such contributions until the
first day after the Quarter-Annual Valuation Date next following
such suspension. An Employee who changes such contributions may
not make another change until the first day after the Quarter-
Annual Valuation Date next following such change.
(c) All Salary Reduction Contributions shall be provi-
sionally accepted and are subject to return to the Employee
pursuant to the provisions of Section 4.5 hereof.
(d) Salary Reduction Contributions authorized by any
Employee under subsection (a) may be reduced or suspended during
a Plan Year by the Company if, in its sole discretion, it
determines that such reduction or suspension is necessary or
desirable in order that the actual deferral percentage of all
eligible Highly Compensated Employees (determined as a group)
does not exceed the greater of:
(i) 125% of the actual deferral percentage of all
other eligible Employees (determined as a group), or
(ii) the lesser of 200% of the actual deferral
percentage of all other eligible Employees (determined as a
group) and 2 percentage points in excess of the actual
deferral percentage of all other eligible Employees
(determined as a group).
For purposes of this subsection (d), the actual deferral
percentage of a group of eligible Employees shall be the average,
rounded to the nearest one-hundredth of one percent, of the
401(k) Deferral Percentages of Employees in the group for the
Plan Year.
(e) As promptly as practicable, the aggregate amount
of Salary Reduction Contributions authorized under this Section
4.2 and deducted from payroll on behalf of each Employee shall be
remitted to the Trustee, but in no event later than 90 days after
the date on which they were authorized and payable to the
Employers' Employees.
(f) Notwithstanding anything herein to the contrary,
no Employee's Salary Reduction Contribution during any calendar
year shall exceed the amount provided for in Section 402(g) of
the Code, adjusted for changes in the cost of living under
applicable rules and regulations ($8,475 for 1991). If for any
calendar year an Employee determines that the aggregate amount of
Salary Reduction Contributions and amounts contributed under
other plans or arrangements maintained by the Company or an
Affiliate and described in Section 401(k), 408(k) or 403(b) of
the Code will exceed the limitations of this subsection (f) for
4-2
<PAGE>
the calendar year in which such contributions were made, such
Employee shall, pursuant to such rules and at such time following
such calendar year as determined by the Company, be allowed to
submit a written request that such excess contributions, reduced
by any amounts previously distributed pursuant to Section 4.5(a),
plus any income allocable thereto for the calendar year to which
the contributions relate, shall be distributed to him. The
amount of income to be distributed pursuant to the preceding
sentence shall be determined in accordance with applicable rules
and regulations. The request described in this subsection shall
be made on a form provided by the Company which specifies the
Employee's contributions in excess of the limitations of this
subsection (f) for the calendar year. A distribution of such
excess contributions, plus income, shall be made no later than
April 15 of the calendar year following the calendar year for
which such excess contributions were made.
4.3 Matching Employer Contributions.
-------------------------------
(a)(i) For Salary Reduction Contributions made before
July 1, 1992, each Employer shall contribute to the Trust a
Matching Employer Contribution on behalf of each of its
participating Employees who is credited with a Year of Benefit
Accrual Service equal to 10% of the Matchable Salary Reduction
Contribution of each such Employee. For purposes of this Sec-
tion 4.3(a)(i), an Employee's "Matchable Salary Reduction
Contribution" means the Salary Reduction Contributions authorized
by the Employee that do not exceed 4% of the Employee's
Compensation determined on a per pay period basis. For purposes
of this subsection (a), Compensation shall have the same meaning
as that term is defined in Section 4.2(a) hereof.
(ii) Effective for Salary Reduction Contributions made
on or after July 1, 1992 and before April 1, 1993, each Employer
shall contribute to the Trust a Matching Employer Contribution on
behalf of each of its Employees who is participating in the Plan
and who is credited with a Year of Benefit Accrual Service equal
to (i) in the case of United States Cellular Corporation
("USCC"), 20%, and (ii) in the case of any other Employer, 10%,
of the Matchable Salary Reduction Contribution of each such
Employee. For purposes of this Section 4.3(a)(ii), an Employee's
"Matchable Salary Reduction Contribution" means the Salary
Reduction Contributions authorized by the Employee that do not
exceed (i) in the case of an Employee of USCC, 6%, and (ii) in
the case of an Employee of any other Employer, 4%, of the
Employee's Compensation determined on a per pay period basis.
For purposes of this subsection (a), Compensation shall have the
same meaning as that term is defined in Section 4.2(a).
(iii) Effective for Salary Reduction Contributions
made on or after April 1, 1993 and before January 1, 1994, each
Employer shall contribute to the Trust a Matching Employer
4-3
<PAGE>
Contribution on behalf of each of its Employees who is
participating in the Plan and who is credited with a Year of
Benefit Accrual Service equal to (i) in the case of United States
Cellular Corporation ("USCC"), American Paging, Inc. and each
Employer that is a subsidiary of USCC or American Paging, Inc.,
20%, and (ii) in the case of any other Employer, 10%, of the
Matchable Salary Reduction Contribution of each such Employee.
For purposes of this Section 4.3(a)(iii), an Employee's
"Matchable Salary Reduction Contribution" means the Salary
Reduction Contributions authorized by the Employee that do not
exceed (i) in the case of an Employee of USCC, American Paging,
Inc. or an Employer that is a subsidiary of USCC or American
Paging, Inc., 6%, and (ii) in the case of an Employee of any
other Employer, 4%, of the Employee's Compensation determined on
a per pay period basis. For purposes of this subsection (a),
Compensation shall have the same meaning as that term is defined
in Section 4.2(a).
(iv) Effective for Salary Reduction Contributions made
on or after January 1, 1994, each Employer shall contribute to
the Trust a Matching Employer Contribution on behalf of each of
its Employees who is participating in the Plan and who is
credited with a Year of Benefit Accrual Service equal to 20% of
the Matchable Salary Reduction Contribution of each such
Employee. For purposes of this Section 4.3(a)(iv), an Employee's
"Matchable Salary Reduction Contribution" means the Salary
Reduction Contributions authorized by the Employee that do not
exceed 6% of the Employee's Compensation determined on a per pay
period basis. For purposes of this subsection (a), Compensation
shall have the same meaning as that term is defined in Section
4.2(a).
(b) All Matching Employer Contributions shall be
provisionally accepted and, pursuant to the provisions of Section
4.5(b), are subject to forfeiture or distribution to Highly
Compensated Employees participating in the Plan.
(c) Matching Employer contributions required under
subsection (a) above may be reduced or suspended during a Plan
Year by the Company if, in its sole discretion, it determines
that such reduction or suspension is necessary or desirable in
order that the actual contribution percentage of all eligible
Highly Compensated Employees (determined as a group) does not
exceed the greater of:
(i) 125% of the actual contribution percentage of all
other eligible Employees (determined as a group), or
(ii) the lesser of 200% of the actual contribution
percentage of all other eligible Employees (determined as a
group) and 2 percentage points in excess of the actual
4-4
<PAGE>
contribution percentage of all other eligible Employees
(determined as a group).
For purposes of this subsection (c), the actual contribution
percentage on behalf of a group of eligible Employees shall be
the average, rounded to the nearest one-hundredth of one percent
of the 401(m) Contribution Percentages of Employees in the group
for the Plan Year.
(d) Matching Employer Contributions that are added to
an Employee's Salary Reduction Contributions for purposes of
determining that Employee's 401(k) Deferral Percentage under
Section 4.2(d) hereof shall be disregarded for purposes of deter-
mining that Employee's 401(m) Contribution Percentage.
(e) All Matching Employer Contributions made by an
Employer, other than USCC, under this Section 4.3 shall be made
in TDS Common Shares (or if made in cash shall be converted
thereto (except for fractional shares) by the Trustee as soon as
practicable after made) and shall be made within the time for
filing of the Employer's federal income tax return, including
extensions thereof, for the taxable year in which the Plan Year
ends or, for Plan Years beginning after September 30, 1993, the
taxable year that ends with the Plan Year. All Matching Employer
Contributions made by USCC under this Section 4.3 shall be made
in USCC Common Shares (or if made in cash shall be converted
thereto (except for fractional shares) by the Trustee as soon as
practicable after made) and shall be made within the time for
filing of USCC's federal income tax return, including extensions
thereof, for the taxable year in which the Plan Year ends or, for
Plan Years beginning after September 30, 1993, the taxable year
that ends with the Plan Year. For purposes of this Section 4.3,
TDS Common Shares and USCC Common Shares shall be valued at the
average closing price for such shares on the AMEX for the last
trading day preceding the date of purchase.
4.4 Coordination Between Sections 4.2 and 4.3.
-----------------------------------------
(a) Notwithstanding the limitations on Salary
Reduction Contributions under Section 4.2(d) hereof and the
limitations on Matching Employer Contributions under Section
4.3(c) hereof, the Company, in its sole discretion, may further
reduce or suspend such Contributions if it determines that such
reduction or suspension is necessary or desirable in order that
the sum of the actual deferral percentage (as defined in Section
4.2(d) hereof) on behalf of the eligible Highly Compensated
Employees (determined as a group) and the actual contribution
percentage (as defined in Section 4.3(c) hereof) on behalf of the
eligible Highly Compensated Employees (determined as a group)
does not exceed the greater of:
4-5
<PAGE>
(i) the sum of (A) 125% of the greater of (1) the
actual deferral percentage on behalf of eligible Employees
who are not Highly Compensated Employees (determined as a
group), and (2) the actual contribution percentage on behalf
of eligible Employees who are not Highly Compensated
Employees (determined as a group), and (B) the lesser of (1)
the sum of two percentage points and the lesser of (A)(1)
and (A)(2) above, and (2) 200% of the lesser of (A)(1) and
(A)(2) above; and
(ii) the sum of (A) 125% of the lesser of (i)(A)(1) and
(i)(A)(2) above, and (B) the lesser of (1) the sum of two
percentage points and the greater of (i)(A)(1) and (i)(A)(2)
above and (2) 200% of the greater of (i)(A)(1) and (i)(A)(2)
above.
(b) For purposes of subsection (a) above, Matching
Employer Contributions that are added to an Employee's Salary
Reduction Contributions for purposes of determining that Employ-
ee's 401(k) Deferral Percentage under Section 4.2(d) hereof shall
be disregarded for purposes of determining that Employee's 401(m)
Contribution Percentage.
4.5 Refund of Excess Contributions.
------------------------------
(a) If for any Plan Year, the Salary Reduction
Contributions on behalf of the eligible Highly Compensated
Employees (determined as a group) exceed the limitations under
Section 4.4 or 4.2(d) hereof, the Company shall return so much or
all of such excess contribution, reduced by any amounts
previously distributed pursuant to Section 4.2(f), and the income
attributable to such excess contributions (as reduced),
determined under subsection (f) below, to the Highly Compensated
Employees participating in the Plan in the manner described in
subsection (c) below. Upon the distribution of any Salary
Reduction Contributions pursuant to the preceding sentence, any
corresponding Employer Matching Contributions allocated to the
Employee's Employer Matching Account, adjusted for income or loss
pursuant to applicable rules and regulations, shall be forfeited.
(b) If for any Plan Year the Matching Employer
Contribution on behalf of the eligible Highly Compensated
Employees (determined as a group) exceeds the limitations under
Section 4.4 or Section 4.3(c) hereof, such Matching Employer
Contribution, to the extent not vested, shall be forfeited by,
and, to the extent vested, shall be distributed to, the Highly
Compensated Employees participating in the Plan in the manner
described in subsection (d) below. If the Matching Employer
Contribution is forfeited by or distributed to Highly Compensated
Employees participating in the Plan, the income allocable to such
excess, determined under subsection (f) below shall also be
forfeited or distributed, as the case may be.
4-6
<PAGE>
(c) The amount of Salary Reduction Contributions that
must be returned under subsection (a) above shall be allocated to
each Highly Compensated Employee who has the highest 401(k)
Deferral Percentage until the 401(k) Deferral Percentage of each
such Highly Compensated Employee does not exceed the 401(k)
Deferral Percentage of the Highly Compensated Employee with the
next highest 401(k) Deferral Percentage. Any Salary Reduction
Contributions that must be returned which have not been allocated
under the preceding sentence shall be successively allocated to
the Highly Compensated Employees who have the highest 401(k)
Deferral Percentage in the manner described in the preceding
sentence until the entire amount of the Salary Reduction
Contributions that must be returned under subsection (a) above
have been allocated. In the event that Salary Reduction
Contributions must be returned to a Highly Compensated Employee
whose 401(k) Deferral Percentage is determined by application of
the family aggregation rules contained in the definition of
401(k) Deferral Percentage, the Salary Reduction Contributions to
be returned shall be allocated among the family members (as
defined in Section 414(q)(6)(B) of the Code) in proportion to the
Salary Reduction Contributions of each family member that are
combined to determine the 401(k) Deferral Percentage of such
family group.
(d) The amount of Matching Employer Contributions that
must be forfeited or returned under subsection (b) above shall be
allocated to each Highly Compensated Employee who has the highest
401(m) Contribution Percentage until the 401(m) Contribution
Percentage of each such Highly Compensated Employee does not
exceed the 401(m) Contribution Percentage of the Highly
Compensated Employee with the next highest 401(m) Contribution
Percentage. Any Matching Employer Contributions that must be
forfeited or returned which have not been allocated under the
preceding sentence shall be successively allocated to the Highly
Compensated Employees who have the highest 401(m) Contribution
Percentage in the manner described in the preceding sentence
until the entire amount of the Matching Employer Contributions
that must be forfeited or returned under subsection (b) above
have been allocated. In the event that Matching Employer
Contributions must be forfeited by, or returned to, a Highly
Compensated Employee whose 401(m) Contribution Percentage is
determined by application of the family aggregation rules
contained in the definition of 401(m) Contribution Percentage,
the Matching Employer Contributions to be forfeited or returned
shall be allocated among the family members (as defined in
Section 414(q)(6)(B) of the Code) in proportion to the Matching
Employer Contributions of each family member that are combined to
determine the 401(m) Contribution Percentage of such family
group.
(e) Any Salary Reduction Contributions that must be
returned to Highly Compensated Employees under subsection (a)
4-7
<PAGE>
above and any Matching Employer Contributions that must be
forfeited by, or returned to, Highly Compensated Employees under
subsection (a) or (b) above shall be forfeited by, or distributed
to, the Highly Compensated Employees not later than the last day
of the Plan Year immediately following the Plan Year in which
such excess contributions arose. If such excess contributions
are not forfeited or distributed within 2-1/2 months following
the Annual Valuation Date of the Plan Year in which they arose,
the Employers shall be subject to the excise tax imposed by
Section 4979 of the Code.
(f) The return of Salary Reduction Contributions and
the return or forfeiture of any Matching Employer Contributions
under this Section 4.5 shall be accompanied by the income earned
by the Trust with respect to such contributions during the Plan
Year to which the contributions relate. The amount of such
income shall be determined in accordance with applicable rules
and regulations.
4.6 Voluntary Employee Contributions. Employees shall not
--------------------------------
be required or permitted to make any non-Salary Reduction Volun-
tary Contributions to the Plan.
4-8
<PAGE>
ARTICLE 5. COMPUTATION OF BENEFITS.
5.1 Maintenance of Accounts. Records shall be maintained
-----------------------
by the Trustee showing each Employee's interest in the Trust.
These records shall show a separate Employer Account, an Employer
Matching Account, a Salary Reduction Contributions Account and,
if any, an Employee Voluntary Account and a Rollover Account for
each Employee, but the maintenance of these records shall not
require that the assets of each Account be segregated.
5.2 Allocation of Plan Expenses. As of each Quarter-Annual
---------------------------
Valuation Date, all expenses of administering the Plan, including
any compensation of and expenses incurred by the Trustee shall,
at the discretion of the Company, be paid by the Company, the
Employers or out of the Trust. If such expenses are paid out of
the Trust, each Account shall bear an equitable portion thereof,
in accordance with uniform procedures established by the Trustee.
5.3 Allocation of Trust Income.
--------------------------
(a) As of each Quarter-Annual Valuation Date, any
income or loss of, and any increase or decrease in the fair
market value of the Trust assets since the preceding Quarter-
Annual Valuation Date shall be credited to or deducted from the
Account of each Employee who has an unpaid balance in his Account
as of the preceding Quarter-Annual Valuation Date (adjusted in a
uniform and non-discriminatory way for contributions and with-
drawals from such Account through the current Quarter Annual
Valuation Date) in the ratio that each such Account bears to the
total of all such Accounts.
(b) Notwithstanding subsection (a) above, as of each
Quarter-Annual Valuation Date, any increase or decrease in the
fair market value of any Designated Fund attributable to an
Employee's designated investment therein, and all income and
losses of such Designated Fund since the preceding Quarter-Annual
Valuation shall be credited to or deducted from the Account of
such Employee.
5.4 Allocation of Salary Reduction Contributions. As of
--------------------------------------------
the Quarter-Annual Valuation Date coincident with or next suc-
ceeding the date they are made, any Salary Reduction Contribu-
tions made by an Employee shall be credited to the Salary Reduc-
tion Contributions Account of such Employee.
5.5 Allocation of Employer Contributions, Forfeitures and
Matching Employer Contributions.
- ----------------------------------------------------------------
(a) As of each Annual Valuation Date, any balance in
an Employee's Account that is forfeited during the Plan Year
pursuant to Sections 4.5(a), 4.5(b) and 6.4(e) hereof shall be
5-1
<PAGE>
used to restore the Account of any Employee who during such Plan
Year complies with the requirements of Section 6.4(f) hereof.
(b) As of each Annual Valuation Date, the forfeitures,
if any, that remain after application of subsection (a) above
shall be used to reduce the Employers' Matching Employer
Contributions under Section 4.3 hereof.
(c) As of each Annual Valuation Date, the Matching
Employer Contributions for the Plan Year under Section 4.3 hereof
shall be allocated among the respective Employer Matching
Accounts of Employees who made Matchable Salary Reduction
Contributions to the Plan during the Plan Year under Section 4.2
hereof and who are credited with a Year of Benefit Accrual
Service for the Plan Year. Each Employee's Matching Employer
Account shall be credited with an amount equal to the Matching
Employer Contribution made to the Trust on his behalf.
(d) As of each Annual Valuation Date, the Employer
contribution for the Plan Year under subsection 4.1(a) hereof and
the forfeitures, if any, that remain after application of subsec-
tions (b) and (c) above shall be allocated ratably among the
respective Employer Accounts of each Employee who is credited
with a Year of Benefit Accrual Service for the Plan Year in the
ratio that each such Employee's Compensation bears to the total
Compensation of all Employees who were credited with a Year of
Benefit Accrual Service for such Plan Year.
(e) For purposes of this Section 5.5, Compensation
means compensation that is includible in gross income (or would
be includible in gross income but for Section 125, 402(a)(8) or
402(b)(1)(B) of the Code) and is actually paid to the Employee
during that part of the Plan Year in which the Employee is par-
ticipating in the Plan.
5.6 Priority of Allocations. All allocations to the
-----------------------
Accounts under this Article 5 shall be deemed to have been made
on the related Annual Valuation Date or Quarter-Annual Valuation
Date in the order of priority set forth in this Article 5, even
though actually determined at a later date.
5.7 Limitation on Allocations. Notwithstanding any other
-------------------------
provision to the contrary, the Annual Addition in any Plan Year
with respect to any Employee's Account and his accounts under all
other defined contribution plans of the Employers shall not
exceed the lesser of $30,000 (adjusted for changes in the cost of
living under applicable rules and regulations and, for the Plan
Year that begins October 1, 1993, multiplied by 3/12) and 25% of
such Employee's Compensation. If the amount allocable to an
Employee's Account would exceed the limitation set forth in the
immediately preceding sentence, then the amount in excess of such
5-2
<PAGE>
limitation shall be reduced before allocations are made to the
Employee's Account.
If in any Plan Year the Annual Addition of an Employee would
exceed the limitation set forth in this Section as a result of
(i) an error in estimating an Employee's Compensation, (ii) the
allocation of forfeitures, (iii) a reasonable error in
determining the amount of elective deferrals (within the meaning
of section 401(g)(3) of the Code) that may be allocated to an
Account under this Section, or (iv) under other limited facts and
circumstances as determined by the Commissioner of Internal
Revenue, then the Company shall reduce such Employee's Annual
Addition to the extent of such excess in the manner described
below:
(a) First, by reducing the Employee's Salary Reduction
Contributions allocated to his Account and any Matching
Employer Contributions attributable thereto and distributing
to the Employee the amount by which his Salary Reduction
Contributions have been reduced. The amount by which his
Matching Employer Contributions have been reduced shall be
forfeited. The amount so forfeited shall be treated as
Matching Employer Contributions or Employer contributions,
or both, to the extent there are any such contributions that
have not yet been paid for the Plan Year. Any remaining
amount shall be applied to reduce Matching Employer
Contributions and Employer contributions under Section 4.1
in the next following Plan Year and each Plan Year
thereafter until such amount is reduced to zero.
(b) Second, by reducing the amount of forfeitures in
excess of those applied under Section 5.5(b) to reduce
Matching Employer Contributions allocated to such Employee's
Account for such Plan Year and allocating the amount of such
reduction among the Accounts of other Employees as provided
under Section 5.5 hereof.
(c) Third, by reducing the amount of forfeitures
allocated to such Employee's Account that were not used to
reduce employer contributions under other plans maintained
by an Employer, in accordance with the terms of each such
plan.
(d) Fourth, by reducing the Employer contributions
made pursuant to Section 4.1 hereof (including any
allocation of forfeitures) allocated to such Employee and
allocating the amount by which such allocation is reduced to
a suspense account. In the next following Plan Year, the
amount allocated to the Employee's suspense account shall be
allocated to the Employee's Account to the extent
permissible under this Section in the same manner as a
Matching Employer Contribution under Section 4.3 or an
5-3
<PAGE>
Employer contribution under Section 4.1 before any other
amounts are allocated to the Employee's Account under such
Sections. For each subsequent Plan Year, any amount held in
the Employee's suspense account shall be reallocated to his
Account as described in the preceding sentence until the
amount in the suspense account is exhausted. If the
Employee is not eligible to receive an allocation as of any
such Plan Year, any amount remaining in his suspense account
shall be allocated to the Accounts of all Employees in the
same manner as forfeitures.
(e) Fifth, by reducing employer contributions under
other plans maintained by any Employer according to the
terms of each such plan.
(f) If a suspense account created under this Section
5.7 exists at any time during a Plan Year, such suspense
account shall not participate in the allocation of the
Trust's investment gains and losses.
(g) For purposes of this Section 5.7, Compensation
means compensation that is includible in gross income and is
actually paid to the Employee during the 12-month period
(3-month period for the December 31, 1993 Annual Valuation
Date) ending on the Annual Valuation Date.
5.8 Establishment of Designated Funds.
---------------------------------
(a) The Company directs the Trustee to establish
Designated Funds in accordance with subsection 5.8(b) below among
which Employees shall be allowed to direct the investment of all,
or such portion as the Company shall allow, of their Accounts.
The Trustee shall undertake to identify each Designated Fund
according to its principal characteristics (e.g., "fixed income
fund" or "equity fund") for the convenience of the Employees, but
the Trustee shall in no way be liable or responsible for the
failure of any fund so designated to attain or maintain the
characteristics by which it has been so identified.
(b) The Trustee shall establish as Designated Funds
the TDS Common Stock Fund, which fund shall be invested by the
Trustee exclusively in TDS Common Shares, and the USCC Common
Stock Fund, which fund shall be invested by the Trustee
exclusively in USCC Common Shares. In accordance with Section
404(c) of ERISA, the Trustee shall select and also establish as
Designated Funds at least 3 collective investment funds or mutual
funds each of which (i) is diversified, (ii) has materially
different risk and return characteristics, and (iii) when
combined with investments in the other such Funds tends to
minimize through diversification the overall risk of the
Employees. The Designated Funds selected by the Trustee shall in
the aggregate enable the Employees by choosing among them to
5-4
<PAGE>
achieve a portfolio with aggregate risk and return
characteristics at any point within the range normally
appropriate for the Employees.
(c) The Trustee may at any time and from time to time,
in the Trustee's sole discretion, expand, modify or otherwise
alter the Designated Funds selected by the Trustee pursuant to
subsection 5.8(b) above and may establish one or more pooled
funds. The Trustee shall also have the right, in the Trustee's
sole discretion, to delegate its responsibility under this
Section 5.8 to one or more other fiduciaries selected by the
Trustee.
(d) Mark W. Umhoefer is the fiduciary responsible for
ensuring that (i) adequate procedures are established and
followed to maintain confidentiality with respect to Employee's
purchases, holdings and sales of securities under the TDS Common
Stock Fund and the USCC Common Stock Fund and Employees' exercise
of voting, tender and similar rights with respect to such funds
and (ii) a fiduciary independent of the Employers is appointed to
carry out activities with respect to such funds that Mark W.
Umhoefer determines involve a potential for undue Employer
influence upon Employees with regard to the direct or indirect
exercise of shareholder rights. Mark W. Umhoefer can be
contacted at the Human Resources Department for the Company at
the Madison, Wisconsin corporate office.
5.9 Employee Direction of Investments.
---------------------------------
(a) Each Employee shall have the opportunity to
designate in writing that portion of the amount of each Salary
Reduction Contribution made on his behalf that is to be invested
in each Designated Fund; provided that the Employee may not elect
to invest, (i) for Plan Years beginning before January 1, 1994,
less than twenty-five percent (25%) (or a whole number multiple
thereof) in any Designated Fund, and (ii) for Plan Years
beginning on or after January 1, 1994, less than five percent
(5%) (or a whole number multiple thereof) in any Designated Fund.
The opportunity to direct investment of Salary Reduction
Contributions shall be offered in accordance with Section 404(c)
of ERISA. All investment directions made pursuant to this
Section 5.9 and Section 5.11 shall be delivered to the designated
administrator for the Trustee, who is obligated to comply with
such directions, except as otherwise provided in Section 404(c)
of ERISA. The fiduciaries for the Plan will not be liable for
any losses that are the direct and necessary result of an
Employee's investment directions.
(b) In the event any Employee fails to so designate
the manner of investment of any contribution and deliver such
written designation in the time and manner specified by the
5-5
<PAGE>
Company, such contribution shall be invested by the Trustee in
the Designated Fund with the least risk of loss of principal.
(c) In the event any Employee terminates Services for
any reason, the Trustee may, in its discretion or after consulta-
tion with the Employee, shift any investment in Designated Funds
to an investment determined by the Trustee without Employee
direction.
5.10 Fund Allocations. Dividends, interest, gains, losses,
-----------------
expenses and other distributions received by the Trustee with
respect to a Designated Fund shall be allocated to that Desig-
nated Fund.
5.11 Duration of Investment Election. An investment elec-
--------------------------------
tion by an Employee shall continue in effect until changed by
such Employee by written notice on a form prescribed for that
purpose and subject to such rules as the Company in its
discretion may impose. In no event may an investment direction
be changed more than once between Quarter-Annual Valuation Dates
(or such shorter period as may be designated by the Trustee). A
change in investment direction made pursuant to this Section 5.11
may apply to an Employee's (i) Salary Reduction Contribution
Account balance, (ii) Employee Voluntary Account balance or (iii)
Rollover Account balance as of the effective date of such change,
to future contributions made under Section 4.2 or to such Account
balances and future contributions, as designated by the Employee.
5-6
<PAGE>
ARTICLE 6. PAYMENT OF BENEFITS.
6.1 Retirement. An Employee who attains his Normal Retire-
----------
ment Date shall have a nonforfeitable right to the entire balance
in his Account. An Employee whose Service terminates due to
retirement shall be entitled to his Account determined as of the
Quarter-Annual Valuation Date coincident with or next following
the date of his retirement. Such Account shall be distributed in
accordance with the provisions of this Article 6.
6.2 Disability. An Employee whose Service terminates due
----------
to Total and Permanent Disability shall be entitled to the entire
balance in his Account determined as of the Quarter-Annual Valua-
tion Date coincident with or next following the date of such
disability. Such Account shall be distributed in accordance with
the provisions of this Article 6.
6.3 Death. The Beneficiary of an Employee whose Service
-----
terminates due to his death shall be entitled to the entire bal-
ance in such Employee's Account determined as of the Quarter-
Annual Valuation Date coincident with or next following the date
of his death. Such Account shall be distributed in accordance
with the provisions of this Article 6.
6.4 Other Termination of Service.
----------------------------
(a) An Employee whose Service terminates before the
Effective Date for any reason other than retirement, Total and
Permanent Disability or death shall be entitled to receive the
entire balance in his Salary Reduction Contributions Account,
Rollover Account and Employee Voluntary Account, and the follow-
ing portion of the balance in his Employer Account and Employer
Matching Account, determined as of the Quarter-Annual Valuation
Date coincident with or immediately following the date of such
termination, and distributable as hereinafter provided:
The Employer contributions under Section 4.1 hereof and
Matching Employer Contributions under Section 4.2 hereof and any
adjustments thereto, allocated to an Employee's Employer Account
or Employer Matching Account with respect to each Plan Year shall
constitute a separate Plan Year Contribution. Each such Plan
Year Contribution of an Employee shall be vested for each Year of
Vesting Service completed by the Employee thereafter in accor-
dance with the following schedule:
Vested % of Plan
Plan Year Year Contribution
--------- ------------------
Plan Year Contribution 33-1/3%
1 Year of Vesting Service Completed
After Plan Year of Contribution 66-2/3%
6-1
<PAGE>
2 Years of Vesting Service Completed
After Plan Year of Contribution 100%
(b) Any Employee whose Service terminates on or after
the Effective Date, for any reason other than retirement, Total
and Permanent Disability or death shall be entitled to receive
the entire balance in his Salary Reduction Contributions Account,
Rollover Account and Employee Voluntary Account, and following
percentage of the balance in his Employer Account and Employer
Matching Account, determined as of the Quarter-Annual Valuation
Date coincident with or immediately following the date of such
termination (such Account shall be distributed in accordance with
the provisions of this Article 6):
Nonforfeitable
Years of Vesting Service Percentage
------------------------ ---------------
Less than 1 0%
At least 1, but less than 2 33-1/3%
At least 2, but less than 3 66-2/3%
3 years or more 100%
(c) Notwithstanding subsection (b) above, in the case
of an Employee who commenced participation in the Plan before the
Effective Date, his nonforfeitable percentage under subsection
(b) above shall not be less his nonforfeitable balance determined
under subsection (a) above.
(d) Notwithstanding subsections (b) and (c) above, if
an Employee participated in a plan that was merged into this
Plan, such Employee's non-forfeitable percentage under subsection
(b) above shall not be less than his non-forfeitable percentage
determined under such merged plan. In addition, in the case of
an Employee described in the preceding sentence who is credited
with 3 or more years of Vesting Service under a plan that was
merged into this Plan, such Employee shall be permitted to elect
to have his non-forfeitable percentage under the Plan determined
in accordance with the vesting schedule in effect under such
merged plan without regard to subsection (b) above.
(e) Any forfeitable balance remaining in the Employer
Account of an Employee who terminates Service shall be forfeited
and allocated in accordance with Section 5.5 hereof in the Plan
Year in which such Employee incurs a Break in Service.
(f) If an Employee who was not fully vested in his
Account when he terminated Service and who subsequently returns
to Service after receiving a distribution of the nonforfeitable
balance in his Account, he may repay the full amount of such
distribution to the Plan on or before the earlier of (i) the
Annual Valuation Date on which the Employee incurs 5 consecutive
Breaks in Service following such distribution, and (ii) the end
6-2
<PAGE>
of the 5-year period beginning with the date the Employee returns
to Service. Upon such repayment, the Employee's Account shall be
restored without adjustment for any allocations provided under
Article 5 hereof.
6.5 Payment of Benefits.
-------------------
(a) An Employee who terminates Service on or after his
Normal Retirement Date shall receive the nonforfeitable balance
in his Account in a single lump sum not later than 60 days after
the Annual Valuation Date next following such termination of
Service. An Employee who terminates Service before his Normal
Retirement Date shall receive the nonforfeitable balance in his
Account in a single lump sum within 60 days after the Annual
Valuation Date next following the Employee's termination of
Service or as soon as practicable after the Employee has provided
all required distribution information, if such balance does not
exceed $3,500; or if the nonforfeitable balance in his Account
exceeds $3,500, the Employee may elect to receive the
nonforfeitable balance in his Account in a single lump sum within
60 days after the Annual Valuation Date next following his
termination of Service or in a single lump sum not later than 60
days after the Annual Valuation Date next following his Normal
Retirement Date.
(b) Notwithstanding subsection (a) above, an Employee
whose nonforfeitable balance in his Account exceeds $3,500, may
elect to receive the distribution of the nonforfeitable balance
in his Account, commencing at the time a lump sum distribution
would commence under subsection (a) above, in substantially equal
annual or more frequent installments over a period determined by
the Employee which does not exceed the joint life and last survi-
vor expectancy of the Employee and his designated Beneficiary
(provided, however, that the present value of the payments to be
made to the Employee shall be more than 50% of the present value
of the total payments to be made to the Employee and his desig-
nated Beneficiary, determined as of the date such installments
commence). Such installments shall continue until the entire
nonforfeitable balance in the Employee's Account has been dis-
tributed.
(c) Any nonforfeitable balance in an Employee's Ac-
count not distributed within 60 days after the Annual Valuation
Date next following the Employee's termination of Service shall
remain in the Trust and, in accordance with Article 5, shall con-
tinue to participate in the allocation of expenses and income,
but shall not continue to participate in the allocation of con-
tributions and forfeitures.
(d) If an Employee dies prior to receiving the nonfor-
feitable balance in his Account, such balance shall be distrib-
6-3
<PAGE>
uted in a single lump sum to his Beneficiary within 5 years after
the date of his death.
(e) If an Employee fails to terminate Service by the
April 1 immediately following the calendar year in which he
attains age 70-1/2 and the present value at the time of the
distribution of such Employee's non-forfeitable balance exceeds
$3,500, the nonforfeitable balance in the Employee's Account
shall be distributed in substantially equal annual or more fre-
quent cash installments over a period determined by the Employee
which does not exceed the joint life and last survivor expectancy
of the Employee and his designated Beneficiary (provided, how-
ever, that the present value of the payments to be made to the
Employee shall be more than 50% of the present value of the total
payments to be made to the Employee and his designated Benefici-
ary, determined as of the date such installments commence). Such
installments shall continue until the entire nonforfeitable
balance in the Employee's Account has been distributed or, if
earlier, until the Employee's termination of Service (at which
time the then nonforfeitable balance in the Account shall be
distributed in accordance with subsection (a) above). If the
present value of such Employee's non-forfeitable balance at the
time of distribution does not exceed $3,500, notwithstanding any
provision to the contrary, the Company shall direct the Trustee
to distribute the entire non-forfeitable Account balance to the
Employee in a single lump sum without the Employee's consent no
later than April 1 of the calendar year following the calendar
year in which such Employee attains age 70-1/2.
(f) Payment of benefits hereunder shall be made in
cash except to the extent that the Employee's Account is invested
in the TDS Common Stock Fund or USCC Common Stock Fund in which
case, to the extent his Account is so invested, payment shall be
made in whole TDS or USCC Common Shares, respectively, (plus cash
in lieu of fractional shares) unless the Employee elects to be
paid entirely in cash. Fractional shares shall be valued in the
same manner as such shares are valued under Section 4.1.
(g) For purposes of determining the minimum amount to
be distributed under any annuity form of benefit during a calen-
dar year, the life expectancies of an Employee and such Em-
ployee's Beneficiary shall be calculated using the Employee's and
the Beneficiary's attained ages in the calendar year in which the
Employee attains age 70-1/2.
(h) Notwithstanding anything herein to the contrary,
in the case of a distribution from the Plan (excluding any amount
offset against the Employee's Account to repay the outstanding
balance of any unpaid loan) which is an eligible rollover
distribution within the meaning of section 402 of the Code and
which is paid after 1992, an Employee (or surviving spouse of an
Employee) may elect that all or any portion of such distribution
6-4
<PAGE>
to which he is entitled which equals at least $200 shall be
directly transferred as a rollover contribution from the Plan to
one of the following: (i) an individual retirement account
described in section 408(a) of the Code, (ii) an individual
retirement annuity described in section 408(b) of the Code, (iii)
an annuity plan described in section 403(a) of the Code, or (iv)
another plan qualified under section 401(a) of the Code
(provided, however, that a surviving spouse of an Employee may
only elect to have such distribution transferred directly to an
individual retirement account or individual retirement annuity).
Notwithstanding the foregoing, an Employee (or his surviving
spouse) shall not be entitled to elect to have a portion which
equals less than the total amount of such distribution
transferred as a rollover contribution as described in the
preceding sentence unless such portion equals at least $500. At
least 30 days and no more than 90 days prior to the date on which
an Employee is entitled to receive a distribution from the Plan
(or such other time as prescribed by law), the Company shall
provide a written explanation to the Employee (or his surviving
spouse) of the availability of the direct rollover option, the
rules that require income tax withholding on distributions, the
rules under which the Employee (or his surviving spouse) may roll
over the distribution within 60 days of receipt and, if
applicable, other special tax rules that may apply to the
distribution.
6.6 Designation of Beneficiary.
--------------------------
(a) Each Employee who has an unpaid balance in his
Account may file with the Company from time to time a written
designation of Beneficiary, and any payments required under the
Plan to be made upon the Employee's death shall be made to such
Beneficiary. Notwithstanding any prior designation, if the
Employee has a Surviving Spouse at the time of his death, the
Trustee shall make any required payments to the Surviving Spouse
unless the Employee and his Surviving Spouse shall have
designated an alternate beneficiary in the manner described in
subsection (b) below. If an Employee fails to validly designate
a Beneficiary, or if no designated Beneficiary survives the
Employee, any payments required hereunder shall be made by the
Trustee in the following order of priority:
(i) to the Employee's Surviving Spouse; or if
none,
(ii) to the Employee's descendants, per stirpes;
or if none,
(iii) to the Employee's estate.
(b) At any time prior to the Employee's death, the
Employee, with the consent of his Surviving Spouse, may designate
6-5
<PAGE>
a Beneficiary other than his Surviving Spouse. The Surviving
Spouse's consent shall acknowledge the effect of the Employee's
designation and shall be witnessed by a Notary Public.
(c) Any designation made by an Employee and his Sur-
viving Spouse described in subsection (b) above may be revoked in
writing without the Surviving Spouse's consent and a new designa-
tion made at any time prior to the Employee's death. Any new
designations must again satisfy the requirements of subsection
(b) above.
(d) For purposes of this Section 6.6, Surviving Spouse
means the person to whom the Employee has been married during the
entire 12-month period ending on the date of his death.
6.7 Location of Employee or Beneficiary Unknown. If any
-------------------------------------------
benefit attributable to an Employee's Account remains unpaid for
a period of 5 years solely because the location of such Employee
or Beneficiary is unknown, the Employee's Account shall be for-
feited and shall be applied to reduce his Employer's
contributions under Article 4 hereof. The Company shall use due
diligence to notify an Employee or Beneficiary including
registered mail, return receipt requested, at his last known
address. If an Employee or Beneficiary is located after his
Account has been so forfeited, such Account will be restored
without adjustment for any allocations provided under Article 5,
hereof.
6.8 Distribution After Age 59-1/2. Any Employee may direct a
----------------------------
distribution of all or any portion of his Salary Reduction Con-
tributions Account at anytime after he attains age 59-1/2 upon
written request to the Company.
6.9 Hardship Withdrawal.
-------------------
(a) If an Employee establishes to the satisfaction of
the Company his need for funds because of a hardship resulting
from (i) the purchase (excluding mortgage payments) of a primary
residence, (ii) the payment of tuition for the next twelve months
of post-secondary education for the Employee, his spouse or his
children, or (iii) a demonstrable financial emergency as
determined by the Company in a uniform and non-discriminatory
manner arising out of a medical condition, accidental injury or
other calamity affecting the Employee, his spouse or children, he
shall be entitled to a hardship withdrawal from his Salary Reduc-
tion Contributions Account in accordance with subsection (d)
below.
(b) The amount of such hardship withdrawal shall be
determined by the Company, in its sole discretion, but shall not
exceed the lesser of: (i) the Employee's need for funds, which
need shall include any amounts necessary to pay any federal,
6-6
<PAGE>
state, or local income taxes or penalties reasonably anticipated
to result from the distribution, (ii) the aggregate of his Salary
Reduction Contributions for the current and all previous Plan
Years (reduced by the amount of all prior hardship withdrawals
under the Plan), and (iii) the amount that is not reasonably
available from other resources of the Employee (including Plan
loans pursuant to Section 6.10 hereof). For purposes of this
Section 6.9, the aggregate of an Employee's Salary Reduction Con-
tributions shall be determined as of the Quarter-Annual Valuation
Date coincident with or immediately preceding his request and
without regard to the allocations of income, expense or gain
thereon.
(c) Such amount shall be distributed in cash as soon
as practicable after determination by the Company that such
withdrawal is to be made, and such withdrawal shall involve no
forfeiture by the Employee, no suspension of participation for
the Employee and shall not affect his rights under other provi-
sions of the Plan, except as provided in subsection (d) below.
(d) An Employee must request a hardship withdrawal by
written notice to the Company. If such request is approved in
accordance with the provisions of this Section 6.9 by the Com-
pany, the Employee may make a hardship withdrawal from his Salary
Reduction Contributions Account subject to the following restric-
tions:
(i) if an Employee makes a hardship withdrawal
from his Salary Reduction Contributions Account, fur-
ther Salary Reduction Contributions under Section 4.2
hereof shall be prohibited for 1 year from the date of
such withdrawal; provided, however, that the Company
may from time to time in a non-discriminatory manner
waive the provisions of this Paragraph (i);
(ii) no hardship withdrawal in an amount of less
than $500.00 (or the aggregate of the Employee's Salary
Reduction Contributions Account, if less than $500)
shall be permitted; and
(iii) hardship withdrawals shall not be allowed
more than once in any 24-month period commencing on the
date of each such withdrawal.
6.10 Plan Loans.
----------
(a) Notwithstanding anything herein to the contrary,
upon application of an Employee, the Company may permit the
Trustee to provide for a loan from the Trust to such Employee, in
accordance with a uniform and nondiscriminatory policy estab-
lished by the Trustee.
6-7
<PAGE>
(b) The terms of any such loan shall be set forth in a
promissory note made by the Employee and made payable to the
order of the Trustee. Loans from the Trust to any Employee shall
be secured by 50% of the nonforfeitable balance in the borrowing
Employee's Account and may be further secured in whole or in part
by such additional security as the Trustee may require. The
amount of any loan to an Employee (when added to the outstanding
balance of all other loans to such Employee from the Trust or any
other qualified trust of the Company, an Affiliate or a Related
Entity, including any principal amount thereof repaid within the
period beginning 1 year before the date of the loan and ending on
the date of the loan) shall not exceed the greater of (i) 100% of
the nonforfeitable balance in the Employee's Salary Reduction and
Rollover Contributions Accounts (limited to $10,000), or (ii) 50%
of the nonforfeitable balance in the Employee's Salary Reduction
and Rollover Contributions Accounts (limited to $50,000).
(c) Loans from the Trust shall be repaid by payroll
deduction within a period determined by mutual agreement between
the Trustee and the Employee. Such repayment period shall not
exceed 5 years.
(d) Loans from the Trust shall bear a reasonable rate
of interest as determined by the Trustee.
(e) For purposes of Section 5.8 hereof, loans from the
Trust to an Employee shall be treated as an investment in a
Designated Fund and interest thereon shall be allocated in accor-
dance with Section 5.3(b) hereof.
(f) No loan shall be permitted in an amount of less
than $1,000.00 (or the nonforfeitable balance in the Employee's
Salary Reduction and Rollover Contributions Accounts, if less
than $1,000).
6-8
<PAGE>
ARTICLE 7. TRANSFER OF BENEFITS.
7.1 Transfer of Benefits. If an Employee entitled to
--------------------
receive benefits under the Plan is subsequently employed by
another employer having a pension or profit sharing plan
qualified under Sections 401 and 501 of the Code, the Plan
Administrator may transfer the Employee's benefits, in cash or in
kind, from the Plan directly to the trustee or custodian of the
plan of the Employee's new employer, under uniform procedures
established by the Plan Administrator, and subject to the
following conditions:
(a) the trustee or custodian of such plan shall be
authorized to accept assets from the Plan;
(b) the assets so transferred shall be maintained in a
separate account in such plan; and
(c) the assets so transferred shall not be forfeitable
or reduce in any way the obligation of the new employer under
such plan.
7.2 Acceptance of Transferred Benefits. The Plan
----------------------------------
Administrator may direct the Trustee to accept benefits from an
Employee (whether or not the Employee is eligible to immediately
participate herein) who has received benefits from, or directly
from the trustee or custodian of, a qualified pension or profit
sharing plan or an individual retirement account defined in
Section 408 of the Code, provided such benefits are treated as
either "rollover contributions" under Section 408(d)(3) of the
Code or "rollover amounts" under Section 402(a)(5) of the Code,
on behalf of an Employee entitled to receive such benefits, upon
the same terms and conditions set forth in Section 7.1 hereof.
7-1
<PAGE>
ARTICLE 8. ADMINISTRATION OF THE PLAN.
8.1 Plan Administrator. The Company shall be responsible
------------------
for the administration of the Plan, in accordance with the terms
hereof and shall have full power and authority, according to the
terms and within the limits of the Plan:
(a) [RESERVED].
(b) to determine all questions arising in administra-
tion of the Plan, including the power to determine the rights or
eligibility of Employees and Beneficiaries and the amounts of
their respective interests;
(c) to adopt such rules and regulations and to exer-
cise such powers, rights or privileges as the Company deems
desirable for the Plan's administration that are consistent with
the purposes of the Plan;
(d) to employ such agents, attorneys, actuaries,
accountants, or other persons (who may also be employees of the
Company) as the Company deems desirable for administration of the
Plan, to delegate to such persons duties and obligations for its
administration, and to pay them reasonable compensation;
(e) to determine all matters with respect to the matu-
rity of benefits, distributions from the Trust, and the identity
of distributees; and
(f) to maintain the Accrued Benefit and Account re-
cords of all Employees.
8.2 Claim for Benefits.
------------------
(a) In the event any claim is made by an Employee,
Beneficiary, or any other person, with respect to the amount of
any distribution from the Trust, such claimant shall file his
claim in writing with the Benefits Department.
(b) The Benefits Department shall review the claim
and, unless special circumstances require an extension of time,
within 90 days after receipt of the claim, give written notice by
registered or certified mail to the claimant of its decision
regarding the claim. If special circumstances require an
extension of time, the claimant shall be so advised in writing
within the initial 90-day period and in no event shall such an
extension exceed 90 days. If the claim is wholly or partially
denied, the notice of the decision that is furnished to any
claimant hereunder shall contain the following information
written in a manner calculated to be understood by the claimant:
8-1
<PAGE>
(i) a specific reference to the Plan provisions
applicable to such claim;
(ii) the specific reason or reasons for disposi-
tion of such claim;
(iii) if applicable, a description of any addi-
tional material or information necessary for the claim-
ant to perfect the claim and an explanation of why such
material or information is necessary; and
(iv) an explanation of the Plan's claim review
procedure set forth in subsections (c) and (d) below.
(c) Any claimant whose claim has been denied in whole
or in part may request the Trustee to review such denial. Any
request for the review of the denial of any such claim shall be
made in writing to the Trustee no later than 60 days after the
date the notice described in subsection (b) is received by such
claimant. In connection with the review of any such claim, the
claimant or his duly authorized representative shall have the
right to review all pertinent documents and submit issues and
comments to the Trustee in writing within such 60-day period.
(d) The Trustee shall promptly review the prior dispo-
sition of such claim, and shall notify such claimant of its
decision, in writing, no later than 60 days after its receipt of
such request for such review, unless special circumstances re-
quire an extension of time. If special circumstances require an
extension of time, the claimant shall be so advised in writing
within the initial 60-day period and in no event shall such an
extension exceed 60 days. The notice of the Trustee's final
decision shall include specific reasons for the decision and the
specific references to the Plan provisions on which the decision
is based and shall be written in a manner calculated to be under-
stood by the claimant.
8-2
ARTICLE 9. ADMINISTRATION OF THE TRUST.
9.1 Trustee. The Trustee shall be responsible for the
-------
administration of the Trust and, subject to the limits set forth
herein, shall have the following powers with respect thereto:
(a) to adopt such rules and regulations and to exer-
cise such powers as the Trustee deems desirable for its admin-
istration and consistent with the purposes of the Plan;
(b) to employ agents, attorneys, accountants, or other
persons (who may also be employees of the Company) as the Trustee
deems desirable for its administration, to delegate to such
persons duties and obligations for its administration, and to pay
them reasonable compensation;
(c) to hold, invest and reinvest the assets in the
Trust in securities and stocks of any class or kind or any other
kind of property, real or personal as the Trustee deems desirable
without distinction between principal and income;
(d) to sell for cash or credit at public or private
sale, grant options, exercise rights, convert, redeem, exchange
or otherwise dispose of investments in the Trust;
(e) to hold any part of the Trust assets uninvested
and deposit the same with any banking institution;
(f) to vote upon any stocks or other securities
through proxies or voting trusts on discretionary as well as
ministerial matters and to join in, dissent from or oppose any
reorganization, recapitalization, consolidation, sale or merger
affecting any investment of the Trust;
(g) to lease for any period of time, to repair and
improve, mortgage, divide, alter, exchange, or give options with
respect to real property and generally to exercise all rights of
ownership;
(h) to purchase, hold and pay premiums for life insur-
ance or annuity contracts; provided, however, that the aggregate
of premiums paid for all such policies of insurance on the life
of any Employee which is attributable to the pure insurance cost
of such insurance shall be less than 25% of the aggregate of all
Employer contributions made on behalf of such Employee; and,
provided further, that all such policies shall provide for the
conversion into cash or periodic payments on or before the Em-
ployee's Normal Retirement Date, or date of actual retirement, if
later;
(i) with the approval of the Company, to borrow or
raise money for the Trust, in such amount and upon such terms and
9-1
<PAGE>
conditions as the Trustee deems desirable, and to pledge all or
any part of the Trust assets as security therefor, and no person
lending money to the Trustee need see to the application of the
money lent or inquire into the propriety of any such borrowing;
(j) to carry investments in the name of a nominee or
nominees or in bearer form;
(k) if an Employer maintains any other plan that meets
the requirements of Section 401(a) of the Code and a correspond-
ing trust that is exempt from tax under Section 501 of the Code,
upon the direction of the Company to establish such arrangements
and procedures as they may deem advisable to provide for the
collective investment of the assets of the Trust and the assets
held in the trust or trusts under such other plan and pursuant
thereto, the Trustee shall provide for the collective investment
of all such assets and shall maintain such records as may be
required to insure that the collective investment of such assets
does not result in the Plan and such other plans being deemed one
plan and trust under Section 414(l) of the Code;
(l) to exercise any other rights, powers or privileges
granted the Trustee by the terms hereof or necessary for the
administration of the Trust;
(m) to purchase, sell and/or hold TDS Common Shares
and USCC Common Shares even if such shares constitute 100% of the
Trust; provided, however, that shares purchased from or sold to
an Employer shall be purchased or sold for adequate consideration
within the meaning of Section 3(18) of ERISA (which shall mean at
the average closing price for such shares on the AMEX for the
last day preceding the date of purchase or sale), and no
commission shall be charged or paid with respect to purchases
from or sales to an Employer; and
(n) notwithstanding the provisions of (f) above, the
Trustee shall pass through to an Employee by proxy, or otherwise,
the right to vote the TDS Common Shares and USCC Common Shares
represented in or allocated to the Employee's Salary Reduction
Contributions or Rollover Accounts.
9.2 Records and Reports.
-------------------
(a) The Trustee shall keep detailed accounts of all
transactions hereunder, which shall be open to inspection and
audit by any person or persons designated by the Company at
reasonable times.
(b) Within a reasonable time following the close of
each Plan Year, the Trustee shall file with the Company an
account of the financial operations and status of the Trust for
the preceding Plan Year. If a Trustee resigns or is removed,
9-2
<PAGE>
such Trustee shall file with the Company such an account for the
portion of the Plan Year for which such Trustee served as
Trustee, if the Trustee's successor so requests in writing. The
Company, or any Employee, Beneficiary, or any other person shall
not be entitled to any further or different accounting by the
Trustee.
9.3 Trust Valuation. The Trustee shall value the assets of
---------------
the Trust as of each Quarter-Annual Valuation Date (or such other
date selected by the Company) at their fair market value and the
Trustee's determination thereof shall be conclusive for all
purposes.
9.4 Trust Payments. The Trustee shall make payments from
--------------
the Trust to such persons, in such manner, at such times and in
such amounts as the Company determines.
9.5 Trust Expenses.
--------------
(a) Any proper expense, including all taxes due in
respect of the Trust and the Trustee's compensation, if any, as
may be agreed upon from time to time by the Trustee and the Com-
pany, shall be a charge upon and withdrawn by the Trustee from
the assets of the Trust, unless paid by one or more Employers.
Upon termination of the Plan all such expenses may be withdrawn
at any time by the Trustee.
(b) Notwithstanding anything herein to the contrary,
no compensation shall be paid from the Trust to any Trustee who
is also an employee of the Company.
9.6 Trustee Not Responsible. The Trustee shall not be
-----------------------
under any duty to require payment of any contributions to the
Trust, to inquire into the source of any funds transferred to it,
or to see that any payment to it is computed in accordance with
the provisions of the Plan, or otherwise be responsible for the
adequacy of the Trust to meet and discharge any liabilities under
the Plan.
9.7 Resignation or Removal of the Trustee. The Trustee may
-------------------------------------
resign at any time by giving written notice to the Company. The
Company may remove the Trustee without cause at any time upon
written notice to the Trustee. The Company shall appoint a suc-
cessor Trustee within a reasonable time after the date of such
notice of resignation or removal. Any successor Trustee shall
have the same powers and duties as those conferred upon its
predecessor. The resignation or removal of a Trustee and the
appointment of a successor Trustee shall be by written instru-
ments, counterparts of which shall be delivered to the Company
and the successor Trustee.
9-3
<PAGE>
ARTICLE 10. AMENDMENT OR TERMINATION OF THE PLAN
AND ADOPTION OF THE PLAN BY OTHER EMPLOYERS.
10.1 Right to Amend or Terminate. The Company intends to
----------------------------
continue the Plan and contributions hereunder indefinitely, but
such continuance is not assumed as a contractual obligation. The
Company expressly reserves the exclusive right, retroactively to
the extent permitted by law, to amend or terminate the Plan and
to reduce, suspend or discontinue contributions hereunder at any
time and without the consent of any other party, including any
Affiliate or Related Entity that adopts the Plan, provided that
no such amendment (other than an amendment required to obtain or
retain qualification of the Plan under the Code) shall operate to
deprive any person without his written consent of any accrued
benefit hereunder. Copies of any amendment to the Plan shall be
communicated to any Affiliate or Related Entity that adopts the
Plan. No amendment affecting the rights or duties of the Trustee
shall be effective without the written consent of the Trustee.
10.2 Effect of Termination. The Plan may be terminated in
-----------------------
whole or in part and the termination of the Plan with respect to
one Employer shall not automatically constitute a termination of
the Plan with respect to any other Employers. With respect to
that portion of the Plan that has terminated, the Company shall,
in its discretion, either terminate that portion of the Trust
relating to the portion of the Plan that has terminated and
direct the Trustee to distribute the assets or hold such assets
in further trust under the provisions hereof; provided, however,
that no distribution of assets shall be made to an affected
Employee if a successor plan, as defined in applicable rules and
regulations, is established or maintained by such Employee's
Employer. In either such event or in the event of the complete
discontinuance of contributions to the Trust, the Accrued Benefit
or Account of each Employee with respect to the portion of the
Plan that has terminated (or with respect to which there has been
a complete discontinuance of contributions to the Trust) shall
become nonforfeitable.
10.3 [RESERVED].
10.4 Adoption of the Plan by Affiliate or Related Entity.
----------------------------------------------------
(a) Any Affiliate or Related Entity may adopt the Plan
with respect to its employees with the written consent of the
Company's Chairman or President by executing an Adoption Agree-
ment substantially in the form of Appendix B. Each Affiliate or
Related Entity that adopts the Plan delegates to the Company the
right to act on the Affiliate's or Related Entity's behalf in all
matters pertaining to the Plan, including but not limited to the
administration, amendment and termination of the Plan, as may be
necessary or desirable from time to time in the sole judgment of
the Company.
10-1
<PAGE>
(b) The adoption of the Plan by an Affiliate or Relat-
ed Entity shall not be considered the adoption of a new plan by
such Affiliate or Related Entity for purposes of Section 414(l)
of the Code and any contributions (including the income earned
thereon) by such Affiliate or Related Entity thereto shall be
made available to pay benefits to any employee or beneficiary of
the Company or any other Affiliate or Related Entity that adopts
the Plan.
(c) An Affiliate or Related Entity shall not be
treated as adopting the Plan (under subsection (b) above) solely
because employees of such Affiliate or Related Entity are in-
cluded in the definition of Employees, as defined in Article 2
hereof. For purposes of Section 9.1(k) hereof, the Trustee shall
not be required to segregate any contributions (including the
earnings thereon) paid by an Affiliate or Related Entity de-
scribed in the preceding sentence to the Trust or paid by the
Company on behalf of such Affiliate or Related Entity to the
Trust from any other contributions (including the earnings there-
on) paid by the Company.
(d) The Company has consented to the adoption of the
Plan by the Affiliates and Related Entities listed in Appendix A.
10.5 Adoption of the Plan by Successor. The Plan shall not
----------------------------------
be deemed terminated by reason of the transfer of the business of
the Company or an Affiliate or Related Entity to a successor or
successors by means of merger, acquisition of the Company's or an
Affiliate's or Related Entity's assets or stock, or otherwise, at
any time or times, if such successor or successors adopts the
Plan with the intention of continuing it and notifies the Trustee
in writing of such adoption.
10-2
<PAGE>
ARTICLE 11. GENERAL PROVISIONS.
11.1 Merger or Consolidation of the Trust. In the event of
-------------------------------------
any merger or consolidation of the Trust with, or transfer of
assets or liabilities to, any other plan, trust or fund estab-
lished and qualified under Sections 401 and 501 of the Code, each
Employee in this Plan at the time of any such event shall, after
the merger, consolidation or transfer, have the right to receive
an accrued benefit which is equal to or greater than the accrued
benefit he would have been entitled to receive immediately before
such merger, consolidation, or transfer (if the Plan had then
terminated).
11.2 Nonreversion.
-------------
(a) It shall be impossible for any funds received by
the Trustee to be used for or diverted to purposes other than for
the exclusive benefit of Employees or Beneficiaries (including
the payment of the expenses of the Trust) or for any funds to
revert to any Employer, except as otherwise provided in this
Section 11.2.
(b) If the establishment of the Plan and Trust fails
to qualify under Sections 401 and 501 of the Code because the
Internal Revenue Service issues an adverse determination letter,
and if the application for determination was submitted to the
Internal Revenue Service before the due date of the Employer's
federal income tax return for the taxable year of the Employer in
which the Plan was adopted (or such later time as may be per-
mitted under applicable rules and regulations), the Trustee
shall, upon written request of the Company, return to the
Employer the amount of the contributions and the earnings thereon
within one year after the date the Internal Revenue Service
issues such adverse determination letter.
(c) If an Employer contribution under Section 4.1 or a
Matching Employer Contribution under Section 4.3 is disallowed as
a deduction under Section 404 of the Code, then, to the extent
the deduction is disallowed, the Trustee shall return the
contribution to the contributing Employer within 1 year after the
date that the deduction is disallowed.
(d) If a contribution under Section 4.1 or Section 4.3
or any portion thereof is made by an Employer under a mistake of
fact, the Trustee shall, upon written request of the Employer,
return the contribution or such portion to the Employer within 1
year after the date of payment to the Trustee.
(e) If, after all liabilities of the Trust have been
satisfied, any residual assets remain when the Trust is ter-
minated, such assets shall be returned to participating Employers
in such portions as the Company determines.
11-1
<PAGE>
(f) Any contribution to be returned to an Employer
under subsections (c) and (d) of this Section 11.2 shall be (i)
the amount contributed, less (ii) the amount that would have
otherwise been contributed, less (iii) losses attributable there-
to.
11.3 Nonalienation.
--------------
(a) To the fullest extent permitted by law, no bene-
fits or payments or proceeds of any allocated or unallocated
portion of the assets of the Trust and any interest of any Em-
ployee or Beneficiary arising out of or created by the Plan
either before or after retirement shall be subject to execution,
attachment, garnishment or other legal or judicial process what-
soever by any person, whether as a creditor or otherwise. Except
as provided in subsection (b) below, no Employee or Beneficiary
shall have any right to alienate, encumber or assign any of the
payments or proceeds or any other interest arising out of or
created by the Plan, and any action to do so shall be void.
(b) subsection (a) above shall not apply to any domes-
tic relations order which is determined to be a qualified domes-
tic relations order, as defined in Section 414(p) of the Code, or
any other domestic relations order permitted to be treated as a
qualified domestic relations order in accordance with the Retire-
ment Equity Act of 1984. The Company shall adopt written proce-
dures to determine the qualified status of domestic relations
orders and to administer distributions under such qualified
orders. A domestic relations order determined to be a qualified
domestic relations order shall not require the payment of
benefits to any alternate payee before the earlier to occur of
(i) the earliest date as of which payment of the nonforfeitable
percentage of the Employee's Account could commence (I) if he
terminated employment on his 50th birthday or (II) following his
termination of employment, whichever shall occur first, and (ii)
as soon as administratively practicable after the date such order
is determined by the Benefits Department to be a qualified
domestic relations order.
11.4 Facility of Payment. If at any time any person to
--------------------
whom benefits are payable hereunder is under a legal disability
or is in the opinion of the Company incapable of properly manag-
ing his affairs, the Company may expend such benefits for the
benefit of such person, or may pay such benefits over to the
parent, guardian or custodian under any Uniform Transfers (or
Gifts) to Minors Act or to any person with whom the person is
residing without responsibility for its expenditure.
11.5 Indemnification. The Company shall indemnify its
----------------
officers and employees and the Trustee from and against any and
all claims, losses, damages, expenses and liability, including
attorney's fees, that arise out of an alleged breach of fiduciary
11-2
<PAGE>
duty, other than claims, costs, losses, damages, expenses, lia-
bility and attorney's fees incurred as a result of gross negli-
gence or willful misconduct of such a person. The Company shall
have the right, but not the obligation, to conduct the defense of
any officer, employee or Trustee in a suit brought alleging a
breach of fiduciary duty.
11.6 Limitation of Rights. An Employee and his Beneficiary
---------------------
shall have no right, title or claim in or to any specific asset
of the Trust, but shall have the right only to distributions from
the Trust on the terms and conditions herein provided.
11.7 Employment Non-Contractual. The Plan is purely volun-
---------------------------
tary on the part of the Employers. Neither the establishment of
the Plan nor any changes therein, shall be construed as giving
any Employee or any other person any legal or equitable right
against any Employer or the Trustee, unless the same shall be
specifically provided for herein, or as giving any Employee the
right to be retained in an Employer's employ. All Employees
shall remain subject to discharge from employment to the same
extent as if the Plan had never been established.
11.8 Governing Laws. The Plan shall be construed and
---------------
enforced according to the laws of the State of Illinois and,
where applicable, the provisions of ERISA. In the event of any
conflict between the provisions of ERISA and the provisions
hereof, the former shall apply and the Plan shall be interpreted
to the extent necessary to eliminate any such conflicts. Each
provision hereof shall be treated as separable, so that if any
one or more provisions shall be adjudged or declared illegal,
invalid or unenforceable, this Plan shall be interpreted, and
shall remain in full force and effect, as though such provision
or provisions had never been contained herein.
11.9 Bonding. The Trustee and any of its agents or advi-
--------
sors of the Plan shall not be required to be bonded other than as
required under ERISA.
11-3
<PAGE>
ARTICLE 12. TOP-HEAVY PROVISIONS.
12.1 Determination of Top-Heaviness.
-------------------------------
(a) The Plan shall be "Top-Heavy" for any Plan Year if
the Accounts of Key Employees exceed 60% of the Accounts of all
Employees, determined as of the Annual Valuation Date immediately
preceding the Plan Year for which Top-Heaviness is being deter-
mined (or in the case of the initial Plan Year, the Annual Valua-
tion Date in such Plan Year).
(b) For purposes of determining Top-Heaviness, (i) all
other qualified plans of the Employers in which a Key Employee
participates, (ii) all other qualified plans that enable the Plan
to meet the requirements of Section 401(a)(4) or 410 of the Code,
and (iii) in the discretion of the Company, all other qualified
plans maintained by the Employers shall be aggregated with the
Plan.
(c) For purposes of determining Top-Heaviness, the
Account of any Employee shall be increased by (i) any contribu-
tion that was due but unpaid as of the applicable Annual Valua-
tion Date, and (ii) any distribution of the Employee's Account
during the 5-Plan Year period ending on the applicable Annual
Valuation Date, and (iii) any rollovers and transfers to the
extent required under Section 416(g)(4) of the Code.
(d) For purposes of determining Top-Heaviness, the
Account of any Employee shall be disregarded if (i) the Employee
is not a Key Employee for the Plan Year but was a Key Employee
for any prior Plan Year, or (ii) the Employee had not performed
any services for an Employer at any time during the 5-Plan Year
period ending on the Annual Valuation Date.
(e) For purposes of this Article 12, Key Employee
means any Employee who, at any time during the 5-Plan Year period
ending on the Annual Valuation Date provided in subsection (a)
above, is or was:
(i) an officer of the Company or Affiliate whose
Compensation exceeds 50% of the dollar amount specified
in Section 415(b)(1)(A) of the Code; provided, however,
that no more than the lesser of (i) 50 Employees, and
(ii) the greater of 3 Employees and 10% of all
Employees shall be treated as officers;
(ii) 1 of the 10 Employees who own the largest
interests in the Company or Affiliate and whose
Compensation exceeds the dollar limit specified in
Section 415(c)(1)(A) of the Code;
(iii) a 5% owner of the Company or Affiliate; or
12-1
<PAGE>
(iv) a 1% owner of the Company or Affiliate whose
Compensation exceeds $150,000.
12.2 Minimum Allocation. For each Plan Year that the Plan
-------------------
is Top-Heavy, the allocation of Employer contributions (not in-
cluding Salary Reduction Contributions or Matching Employer Con-
tributions) to the Account of each Employee who had not termi-
nated Service during the Plan Year and who is not a Key Employee
shall not be less than the lesser of (a) 3% of such Employee's
Compensation, or (b) the largest percentage allocated to any Key
Employee (determined by dividing the allocation to such Key
Employee by his Compensation). For purposes of satisfying the
requirements of this Section 12.2, all defined contribution plans
of the Employers (without regard to whether such plans have been
terminated) shall be aggregated.
12.3 Maximum Compensation. For each Plan Year beginning
---------------------
before January l, 1989, that the Plan is Top-Heavy, Compensation
in excess of $200,000 (adjusted for changes in the cost of living
under applicable rules and regulations) shall be disregarded for
all purposes under the Plan.
12.4 Minimum Vesting.
----------------
(a) For each Plan Year that the Plan is Top-Heavy, an
Employee's nonforfeitable percentage of the balance in his
Employer Account shall be determined under the following
schedule, if such schedule results in a larger percentage than
that determined under Section 6.4 hereof:
Nonforfeitable
Years of Vesting Service Percentage
------------------------ --------------
Less than 2 0%
At least 2, but less than 3 20%
At least 3, but less than 4 40%
At least 4, but less than 5 60%
At least 5, but less than 6 80%
6 or more 100%
(b) For any subsequent Plan Year in which the Plan
ceases to be Top-Heavy, an Employee's nonforfeitable percentage
shall be determined without regard to subsection (a) above;
provided, however, that an Employee's nonforfeitable percentage
shall not be less than the applicable percentage determined under
subsection (a) above in any Plan Year during which the Plan was
Top-Heavy.
(c) Notwithstanding subsection (b) above, an Em-
ployee's nonforfeitable percentage shall continue to be deter-
mined under subsection (a) above, if such Employee has completed
12-2
<PAGE>
at least 3 Years of Service as of the beginning of the Plan Year
in which the Plan ceases to be Top-Heavy.
12.5 Definitions. For purposes of this Article 12, the
------------
following definitions shall apply:
(a) COMPENSATION means compensation that is includible
in gross income and that is actually paid to the Employee during
the Plan Year.
(b) [RESERVED].
IN WITNESS WHEREOF, the amended and restated Plan is
executed on ___________________ to be effective as of the 1st day
of October, 1989, by and between TELEPHONE AND DATA SYSTEMS, INC.
(the "Company"), and LeROY T. CARLSON, JR., RONALD D. WEBSTER, C.
THEODORE HERBERT and MICHAEL G. HRON (the "Trustee").
"Company"
ATTEST:
TELEPHONE AND DATA SYSTEMS, INC.
By:____________________________ By:______________________
President Secretary
"Trustee"
_______________________________ _________________________
LeROY T. CARLSON, JR. RONALD D. WEBSTER
_______________________________ _________________________
C. THEODORE HERBERT MICHAEL G. HRON
12-3
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
-------------------------------
TAX-DEFERRED SAVINGS PLAN
-------------------------
APPENDIX A
-----------
ADOPTING AFFILIATES AND RELATED ENTITIES
-----------------------------------------
The following Affiliates and Related Entities have
adopted the Plan with the consent of the Company.
Name of Affiliate or Related Entity Date of Adoption
----------------------------------- ----------------
A. P. of Pennsylvania, Inc.* July 1, 1988
EIN No. 52-1337068
Amelia Telephone Corporation December 1, 1985
EIN No. 54-0121192
American Communications Consultants, Inc. December 1, 1985
EIN No. 62-0480213
American Paging, Inc. (National) December 1, 1985
EIN No. 36-3109408
American Paging, Inc. (of Arizona) December 1, 1985
EIN No. 93-0822490
American Paging, Inc. (of California) December 1, 1985
EIN No. 94-2876213
American Paging, Inc. (of Connecticut) December 1, 1985
EIN No. 06-1073116
American Paging, Inc. (of District of December 1, 1985
Columbia) EIN No. 31-0150700
American Paging, Inc. (of Florida) December 1, 1985
EIN No. 59-2267911
American Paging, Inc. (of Illinois) December 1, 1985
EIN No. 36-3010419
American Paging, Inc. (of Indiana) December 1, 1985
EIN No. 62-1195300
American Paging, Inc. (of Kentucky) December 1, 1985
EIN No. 62-1254345
American Paging, Inc. (of Maryland) December 1, 1985
EIN No. 52-1284022
A-1
<PAGE>
Name of Affiliate or Related Entity Date of Adoption
----------------------------------- ----------------
American Paging, Inc. (of Minnesota) December 1, 1985
EIN No. 93-0822493
American Paging, Inc. (of Missouri)* July 1, 1986
EIN No. 39-1422786
American Paging, Inc. (of Oklahoma) December 1, 1985
EIN No. 74-2310813
American Paging, Inc. (of Rhode Island) December 1, 1985
EIN No. 06-1073117
American Paging, Inc. (of Texas) December 1, 1985
EIN No. 74-2248052
American Paging, Inc. (of Utah) December 1, 1985
EIN No. 93-0822489
American Paging, Inc. (of Virginia) December 1, 1985
EIN No. 62-1155443
American Paging, Inc. (of Wisconsin) December 1, 1985
EIN No. 39-1359897
American Paging Network July 1, 1990
EIN No. 41-1678221
Arcadia Telephone Company December 1, 1985
EIN No. 34-4177630
Asotin Telephone Company December 1, 1985
EIN No. 91-0548811
Badger Telecom, Inc.
EIN No. 39-0144430
successor corporation of the
following companies:
Badger State Telephone Company, Inc. December 1, 1985
Greenwood Telephone Company December 1, 1985
Barnardsville Telephone Company December 1, 1985
EIN No. 56-6007071
Black Earth Telephone Company, Inc. December 1, 1985
EIN No. 39-0168130
Blue Ridge Telephone Company January 1, 1991
EIN No. 58-0710950
A-2
<PAGE>
Name of Affiliate or Related Entity Date of Adoption
----------------------------------- ----------------
Bonduel Telephone Company December 1, 1985
EIN No. 39-0174900
Burlington, Brighton and December 1, 1985
Wheatland Telephone Company
EIN No. 39-0190935
Butler Telephone Company* July 1, 1988
EIN No. 63-0365697
Calhoun City Telephone Company, Inc. December 1, 1985
EIN No. 64-0289075
Central State Telephone Company December 1, 1985
**Communication Workers of America
EIN No. 39-0139110
Chatham Telephone Company December 1, 1985
**Communication Workers of America
EIN No. 38-1318538
The Chichester Telephone Company, Inc.* June 1, 1988
EIN No. 02-0232797
Cleveland County Telephone Company January 1, 1987
EIN No. 71-0272973
Communications Corporation of Indiana December 1, 1985
EIN No. 36-3061614
Communications Corporation of Michigan January 1, 1990
EIN No. 35-1783360
successor corporation of the
following companies:
Augusta Telephone Company December 1, 1985
Clayton Telephone Company December 1, 1985
Hickory Telephone Company December 1, 1985
Communications Corporation of January 1, 1990
Southern Indiana
EIN No. 35-1783361
successor corporation of the
following companies:
Elnora Telephone Company, Inc. December 1, 1985
Poseyville Telephone Company April 1, 1987
Wadesville Telephone Company July 1, 1989
Concord Telephone Exchange, Inc. December 1, 1985
EIN No. 62-0470147
A-3
<PAGE>
Name of Affiliate or Related Entity Date of Adoption
----------------------------------- ----------------
Continental Telephone Company December 1, 1985
EIN No. 34-4210285
Danube Telephone Company October 1, 1991
EIN No. 41-0213480
Decatur Telephone Company July 1, 1986
EIN No. 71-0326761
Delta County Tele-Comm., Inc. April 1, 1992
EIN No. 84-0185530
Eastcoast Telecom, Inc.
EIN No. 39-0486620
successor corporation of the
following companies:
Mosel & Centerville Telephone Company December 1, 1985
Valders Telephone Company December 1, 1985
Edwards Telephone Company, Inc. December 1, 1985
EIN No. 15-0563019
Goshen Telephone Company* July 1, 1989
EIN No. 63-0436751
Grantland Telecom, Inc.
EIN No. 39-0532760
successor corporation of the
following companies:
Fennimore Telephone Company December 1, 1985
Peoples Telephone Company (Wisconsin) December 1, 1985
Grove Hill Telephone Corporation* July 1, 1988
EIN No. 63-0495004
Happy Valley Telephone Company April 1, 1990
EIN No. 94-1302531
Hartland & St. Albans Telephone Company December 1, 1985
EIN No. 01-0087220
Home Telephone Company (Oregon) December 1, 1985
EIN No. 93-0425135
Home Telephone Company, Inc. December 1, 1985
EIN No. 35-0390368
A-4
<PAGE>
Name of Affiliate or Related Entity Date of Adoption
----------------------------------- ----------------
Home Telephone Company of Pittsboro, Inc. December 1, 1985
EIN No. 35-0856088
Hornitos Telephone Company April 1, 1990
EIN No. 94-1669524
Humphreys County Telephone Company October 1, 1991
EIN No. 62-0244260
Island Telephone Company July 1, 1990
EIN No. 38-1560910
Kearsarge Telephone Company December 1, 1985
EIN No. 02-0153040
KMP Telephone Company October 1, 1990
EIN No. 41-0728287
Lake Livingston Telephone Company, Inc. October 1, 1990
EIN No. 76-0114551
Leslie County Telephone Company* July 1, 1989
EIN No. 61-0258070
Lewisport Telephone Company July 1, 1990
EIN No. 61-0306230
Little Miami Communications Corporation
EIN No. 31-0278640
successor corporation of the
following companies:
Fayetteville Telephone Company December 1, 1985
Harlan Telephone Company** July 1, 1988
Ludlow Telephone Company December 1, 1985
EIN No. 03-01380150
M & M Technologies Corporation December 1, 1985
(Corporation filed an Intention
to Dissolve on March 11, 1988)
EIN No. 23-2247629
Mahanoy & Mahantongo Telephone December 1, 1985
Company, Inc.
EIN No. 24-0650810
McClellanville Telephone Company, Inc. December 1, 1985
EIN No. 57-0421687
A-5
<PAGE>
Name of Affiliate or Related Entity Date of Adoption
----------------------------------- ----------------
Meriden Telephone Company, Inc. December 1, 1985
EIN No. 02-0279910
Mid-State Telephone Company December 1, 1985
EIN No. 41-0877392
Midway Telephone Company December 1, 1985
**Communication Workers of America
EIN No. 39-0470510
Mt. Vernon Telephone Company December 1, 1985
EIN No. 39-0487810
National Telephone & Telegraph April 1, 1990
EIN No. 36-3648943
National Telephone Company July 1, 1990
EIN No. 38-2449136
New Castle Telephone Company October 1, 1990
EIN No. 52-1662283
New London Telephone Company* July 1, 1988
EIN No. 43-0406083
Northfield Telephone Company December 1, 1985
EIN No. 03-0145570
Norway Telephone Company October 1, 1991
EIN No. 57-0299292
Oakman Telephone Company December 1, 1985
EIN No. 63-0418954
Oklahoma Communication Systems, Inc. December 1, 1985
EIN No. 73-1055602
Oklahoma Communication Systems, Inc.-Union July 1, 1988
**Communication Workers of America
EIN No. 73-1055602
Orchard Farm Telephone Company* April 1, 1989
EIN No. 43-0815689
Oriskany Falls Telephone Company November 1, 1989
EIN No. 15-0407540
Peoples Telephone Company (Alabama) December 1, 1985
EIN No. 63-0162865
A-6
<PAGE>
Name of Affiliate or Related Entity Date of Adoption
----------------------------------- ----------------
Peoples Telephone Company (Alabama)-Union* February 27, 1987
**United Steel Workers of America
EIN No. 63-0162865
Perkinsville Telephone Company, Inc. December 1, 1985
EIN No. 03-0185695
Port Byron Telephone Company January 1, 1992
EIN No. 15-0418620
Potlatch Telephone Company* October 1, 1988
EIN No. 39-1614743
Quincy Telephone Company December 1, 1985
EIN No. 59-0413860
Riverside Telecom, Inc.
EIN No. 39-0574760
successor corporation of the
following companies:
Dodge County Telephone Company December 1, 1985
Rock River Telephone Company December 1, 1985
St. Stephen Telephone Company December 1, 1985
EIN No. 57-0377782
Salem Telephone Company, Inc. July 1, 1990
EIN No. 61-0563308
Saluda Mountain Telephone Company July 1, 1990
EIN No. 56-1039061
Scandinavia Telephone Company December 1, 1985
EIN No. 39-0589400
Service Telephone Company December 1, 1985
EIN No. 56-0707059
Shiawassee Telephone Company December 1, 1985
EIN No. 38-1028770
Somerset Telephone Company December 1, 1985
EIN No. 01-0128510
Southeast Mississippi Telephone Company October 1, 1991
EIN No. 64-0802972
A-7
<PAGE>
Name of Affiliate or Related Entity Date of Adoption
----------------------------------- ----------------
Stockbridge & Sherwood Telephone December 1, 1985
Company, Inc.
EIN No. 39-0639970
Stoutland Telephone Company* May 1, 1988
EIN No. 44-0665739
Sugar Valley Telephone Company December 1, 1985
EIN No. 24-0736230
Suttle Press, Inc. December 1, 1985
EIN No. 39-12447566
TDS Computing Services, Inc. December 1, 1985
EIN No. 39-1164631
TDS Southeast Service Corporation December 1, 1985
EIN No. 63-0871539
TDS Telecommunications Corporation July 1, 1988
EIN No. 39-1651844
Tellico Telephone Company December 1, 1985
EIN No. 62-0598989
Tennessee Telephone Company December 1, 1985
EIN No. 62-0510819
Tennessee Telecommunications Service December 1, 1985
EIN No. 36-3090798
Tenney Telephone Company* July 1, 1988
EIN No. 39-0652640
Troy Telephone Company, Inc. December 1, 1985
EIN No. 82-0234368
United States Cellular Corporation December 1, 1985
EIN No. 36-2669023
Virginia Telephone Company October 1, 1991
EIN No. 54-0958363
Warren Telephone Company December 1, 1985
EIN No. 01-0178305
Waunakee Telephone Company, Inc. December 1, 1985
EIN No. 39-0910728
A-8
<PAGE>
Name of Affiliate or Related Entity Date of Adoption
----------------------------------- ----------------
West Penobscot Telephone & Telegraph December 1, 1985
Company
EIN No. 01-0180540
Western Region TSSD, Inc. December 1, 1985
EIN No. 39-1440364
Willston Telephone Company December 1, 1985
EIN No. 57-0272020
Winterhaven Telephone Company April 1, 1990
EIN No. 68-0152765
Wolverine Telephone Company* July 1, 1986
EIN No. 38-1544817
* Signifies employers that adopted the Telephone and Data
Systems, Inc., Tax-Deferred Savings Plan after the Plan's
initial Summary Plan Description was submitted to the
Department of Labor.
** These companies participate in the Plan pursuant to a
collective bargaining agreement with the bargaining
representative indicated.
A-9
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
--------------------------------
TAX-DEFERRED SAVINGS PLAN
--------------------------
APPENDIX B
----------
DISTRIBUTION OPTIONS AVAILABLE
TO EMPLOYEES WHO PARTICIPATED
IN POSEYVILLE TELEPHONE
COMPANY, INC. SALARY
REDUCTION PLAN
------------------------------
An Employee who was participating in the Poseyville Telephone
Company, Inc. Salary Reduction Plan (the "Poseyville Plan")
immediately prior to the date on which a portion of the assets of the
Poseyville Plan was merged into the Plan may elect to receive the
portion of his Account equal to the portion of his account balance
under the Poseyville Plan that was transferred to this Plan,
determined on the date of the merger, in one or more of the following
methods:
(a) a lump sum distribution pursuant to Section 6.5(a) of the
Plan;
(b) substantially equal annual or more frequent installments
pursuant to Section 6.5(b) of the Plan;
(c) a joint and survivor annuity that provides payments to the
Employee during his lifetime and payments to the Employee's
spouse, following such Employee's death, equal to 50%, 75% or
100% of the rate at which benefits were paid to the Employee,
provided, that, this method is available only if the Employee is
married on the "annuity starting date"; and
(d) any annuity, provided that payments under the annuity will
not extend beyond either the life of the Employee (or the lives
of the Employee and his Beneficiary) or the life expectancy of
the Employee (or the life expectancy of the Employee and his
Beneficiary).
In the event that the Employee is married on the "annuity
starting date", he may elect to receive distribution of his Account in
the form of an annuity described in (d) above only with the written
consent of his spouse. Such consent must be given within 90 days
prior to the commencement of distribution of his Account, must
acknowledge the effect of the Employee's election and must be
witnessed by a Plan representative or notary public. The consent
shall not be required if it is established to the satisfaction of the
Company that the spouse cannot be located or other circumstances as
prescribed by applicable rules and regulations. An Employee's
election may be revoked in writing without his spouse's consent. Any
B-1
<PAGE>
new election to receive an annuity described in (d) above must comply
with requirements of this paragraph.
For purposes of this Appendix, "annuity starting date" means the
first day of the first period for which an amount is received as an
annuity.
B-2
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
---------------------------------
TAX-DEFERRED SAVINGS PLAN
-------------------------
APPENDIX C
-----------
DISTRIBUTION OPTIONS AVAILABLE
TO EMPLOYEES WHO PARTICIPATED
IN BLUE RIDGE TELEPHONE
COMPANY 401(k) PLAN
--------------------------------
An Employee who was participating in the Blue Ridge Telephone
Company 401(k) Plan (the "Blue Ridge Plan") immediately prior to the
date on which the Blue Ridge Plan was merged into the Plan may elect
to receive the portion of his Account equal to his account balance
under the Blue Ridge Plan, determined on the date of the merger, in
one or more of the following methods:
(a) a lump sum distribution pursuant to Section 6.5(a) of the
Plan;
(b) substantially equal annual or more frequent installments
pursuant to Section 6.5(b) of the Plan;
(c) a joint and survivor annuity that provides payments to the
Employee during his lifetime and payments to the Employee's
spouse, following such Employee's death, equal to 50%, 75% or
100% of the rate at which benefits were paid to the Employee,
provided, that, this method is available only if the Employee is
married on the "annuity starting date"; and
(d) any annuity, provided that payments under the annuity will
not extend beyond either the life of the Employee (or the lives
of the Employee and his Beneficiary) or the life expectancy of
the Employee (or the life expectancy of the Employee and his
Beneficiary).
In the event that the Employee is married on the "annuity
starting date", he may elect to receive distribution of his Account in
the form of an annuity described in (d) above only with the written
consent of his spouse. Such consent must be given within 90 days
prior to the commencement of distribution of his Account, must
acknowledge the effect of the Employee's election and must be
witnessed by a Plan representative or notary public. The consent
shall not be required if it is established to the satisfaction of the
Company that the spouse cannot be located or other circumstances as
prescribed by applicable rules and regulations. An Employee's
election may be revoked in writing without his spouse's consent. Any
new election to receive an annuity described in (d) above must comply
with requirements of this paragraph.
C-1
<PAGE>
For purposes of this Appendix, "annuity starting date" means the
first day of the first period for which an amount is received as an
annuity.
C-2
<PAGE>
AMENDMENT NUMBER 5
TO
TELEPHONE AND DATA SYSTEMS, INC.
TAX-DEFERRED SAVINGS PLAN
WHEREAS, Telephone and Data Systems, Inc., an Iowa
corporation (the "Company"), has heretofore adopted and maintains
a profit sharing plan with a cash or deferred arrangement for the
benefit of its employees designated the "Telephone and Data
Systems, Inc. Tax-Deferred Savings Plan" (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in
certain respects;
NOW, THEREFORE, pursuant to the power of amendment
contained in Section 10.1 of the Plan, the Plan is hereby
amended, effective January 1, 1995, except as otherwise provided,
as follows:
1. The definition of Benefits Department contained in
Article 2 of the Plan is hereby amended to read as follows:
BENEFITS DEPARTMENT means the employee benefits
department of the Company, located at 8401 Greenway
Boulevard, Middleton, Wisconsin 53562-3539 with a
mailing address of Post Office Box 628010, Middleton,
Wisconsin 53562-8010.
<PAGE>
2. Section 3.1(c) of the Plan is hereby amended to
read as follows:
(c) If the Service of a non-participating
Employee terminates after he had satisfied the
requirement set forth in Section 3.1(b)(iii), in the
event of his later reemployment, he shall not be
required to satisfy again such requirement and shall
become a Participant on the last to occur of (i) the
date of his reemployment, (ii) the first Entry Date
following his 21st birthday and (iii) the date that
would have been his Entry Date if he had not terminated
Service; provided, however, that if such Employee had
after such termination incurred at least five
consecutive Breaks in Service, he shall be considered a
new Employee.
3. Section 4.1(c) of the Plan is hereby amended by
deleting the word "average" contained in the last sentence
thereof.
4. Section 4.3(a)(iv) of the Plan is hereby amended by
deleting the phrase "on a per pay period basis" contained in the
second sentence thereof and inserting in lieu thereof the
following new phrase:
, prior to January 1, 1995, on a per pay period basis
and, after December 31, 1994, as of the end of the Plan
Year.
5. Section 4.3(a) of the Plan is hereby further
amended by adding the following new subsection (v) at the end
thereof:
-2-
<PAGE>
(v) Effective for Matching Employer
Contributions made after December 31, 1994, an
Employee's Compensation shall include Compensation paid
to such Employee for the portion of the Plan Year
during which the Employee is eligible to participate in
the Plan.
6. Section 6.6(a) of the Plan is hereby amended by
deleting clause (iii) contained in the third sentence thereof and
inserting in lieu thereof the following:
(iii) to the executor or administrator of the
Employee's estate; or if no executor or administrator
shall have been appointed for such Employee's estate
within six months following the date of such Employee's
death,
(iv) to the person or persons who would be
entitled under the intestate succession laws of the
state of the Employee's domicile to receive the
Employee's personal estate in the proportions provided
in such laws.
7. Section 10.1 of the Plan is hereby amended by
adding the following new sentence at the end thereof:
Any amendment to or a termination of the Plan or any
reduction, suspension or discontinuance of
contributions hereunder shall be effected by the Board
of Directors of the Company.
8. Section 10.2 of the Plan is hereby amended by
deleting the phrase "with respect to one Employer" contained in
the first sentence thereof and inserting in lieu thereof the
-3-
<PAGE>
phrase "by the board of directors of one Employer with respect to
such Employer".
IN WITNESS WHEREOF, the Company has caused this
Amendment Number 5 to Telephone and Data Systems, Inc. Tax
Deferred Savings Plan and Trust to be adopted this 27th day of
December, 1994.
TELEPHONE AND DATA SYSTEMS, INC.
/s/ LeRoy T. Carlson, Jr.
----------------------------------
LeRoy T. Carlson, Jr.
President and
Chief Executive Officer
ACCEPTED
As of this 27th day of December, 1994.
/s/ LeRoy T. Carlson, Jr. /s/ Ronald D. Webster
- ----------------------------- --------------------------
LeRoy T. Carlson, Jr., Trustee Ronald D. Webster, Trustee
/s/ C. Theodore Herbert /s/ Michael G. Hron
- ------------------------------ --------------------------
C. Theodore Herbert, Trustee Michael G. Hron, Trustee
-4-
<PAGE>
AMENDMENT NUMBER 6
TO
TELEPHONE AND DATA SYSTEMS, INC.
TAX-DEFERRED SAVINGS PLAN
WHEREAS, Telephone and Data Systems, Inc., an Iowa
corporation (the "Company"), has heretofore adopted and maintains
a profit sharing plan with a cash or deferred arrangement for the
benefit of its employees designated the "Telephone and Data
Systems, Inc. Tax-Deferred Savings Plan" (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in
certain respects;
NOW, THEREFORE, pursuant to the power of amendment
contained in Section 10.1 of the Plan, the Plan is hereby
amended, effective April 1, 1995, except as otherwise provided,
as follows:
1. The following definition is added to Article 2 of
the Plan after the definition of Annual Valuation Date:
API COMMON SHARES means Common Shares, par
value $1.00 per share, of American Paging, Inc., a
Delaware Corporation.
2. The following definition is added to Article 2 of
the Plan after the definition of Service:
<PAGE>
SUBSIDIARY means with respect to either
United States Cellular Corporation ("USCC") or American
Paging, Inc. ("API") a corporation (other than USCC or
API) in an unbroken chain of corporations beginning
with either USCC or API, respectively, if each of the
corporations other than the last corporation in the
unbroken chain owns stock possessing 50 percent or more
of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
3. Section 4.1(c) of the Plan is hereby amended (i)
by deleting the words "or USCC Shares" contained in the first
sentence thereof and inserting in lieu thereof the words ", USCC
Shares or API Shares"; and (ii) by deleting the words "and USCC
Common Shares" contained in the second sentence thereof and
inserting in lieu thereof the words ", USCC Common Shares and API
Common Shares".
4. Section 4.3(e) of the Plan is hereby amended to
read as follows:
(e) All Matching Employer Contributions made
by an Employer, other than USCC and its Subsidiaries
and, effective for Plan Years beginning after December
31, 1994, American Paging, Inc. ("API") and its
Subsidiaries, under this Section 4.3 shall be made to
the extent practicable in TDS Common Shares (or if made
in cash shall be converted thereto (except for
fractional shares) by the Trustee as soon as
practicable after made) and shall be made within the
time for filing of the Employer's federal income tax
return, including extensions thereof, for the taxable
year in which the Plan Year ends or, for Plan Years
beginning after September 30, 1993, the taxable year
that ends with the Plan Year. All Matching Employer
Contributions made by USCC and its Subsidiaries under
this Section 4.3 shall be made to the extent
practicable in USCC Common Shares (or if made in cash
shall be converted thereto (except for fractional
shares) by the Trustee as soon as practicable after
made) and shall be made within the time for filing of
-2-
<PAGE>
USCC's or such Subsidiary's federal income tax return,
including extensions thereof, for the taxable year in
which the Plan Year ends or, for Plan Years beginning
after September 30, 1993, the taxable year that ends
with the Plan Year. For Plan Years beginning after
December 31, 1994, all Matching Employer Contributions
made by API and its Subsidiaries under this Section 4.3
shall be made to the extent practicable in API Common
Shares (or if made in cash shall be converted thereto
(except for fractional shares) by the Trustee as soon
as practicable after made) and shall be made within the
time for filing of API's or such Subsidiary's federal
income tax return, including extensions thereof, for
the taxable year that ends with the Plan Year. For
purposes of this Section 4.3, TDS Common Shares, USCC
Common Shares and API Common Shares shall be valued at
the average closing price for such shares on the AMEX
for the last trading day preceding the date of
purchase.
5. Section 5.8(b) of the Plan is hereby amended by
deleting the first sentence thereof and inserting in lieu thereof
the following sentence:
The Trustee shall establish as Designated
Funds the TDS Common Stock Fund, which fund shall be
invested by the Trustee exclusively in TDS Common
Shares, the USCC Common Stock Fund which fund shall be
invested by the Trustee exclusively in USCC Common
Shares, and the API Common Stock Fund which fund shall
be invested by the Trustee exclusively in API Common
shares.
6. Section 5.8(d) of the Plan is hereby amended
(i) by deleting the words "and the USCC Common Stock Fund" in the
first sentence and inserting in lieu thereof the words ", the
USCC Common Stock Fund and the API Common Stock Fund" and
(ii) by deleting the word "Madison," in the second sentence and
inserting in lieu thereof "Middleton,".
-3-
<PAGE>
7. Section 6.5(f) of the Plan is hereby amended by
deleting the first sentence thereof and inserting in lieu thereof
the following sentence:
(f) Payment of benefits hereunder shall be
made in cash except to the extent that the Employee's
Account is invested in the TDS Common Stock Fund, the
USCC Common Stock Fund or the API Common Stock Fund in
which case, to the extent his Account is so invested,
payment shall be made in whole TDS, USCC, or API Common
Shares, respectively, (plus cash in lieu of fractional
shares) unless the Employee elects to be paid entirely
in cash.
8. Sections 9.1(m) and 9.1(n) of the Plan are hereby
amended by deleting the words "and USCC Common Shares" and
inserting in lieu thereof the words ", USCC Common Shares and API
Common Shares".
-4-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this
Amendment Number 6 to Telephone and Data Systems, Inc. Tax-
Deferred Savings Plan to be adopted this 10th day of February,
1995.
TELEPHONE AND DATA SYSTEMS, INC.
/s/ LeRoy T. Carlson, Jr.
-------------------------------
LeRoy T. Carlson, Jr.
President and
Chief Executive Officer
ACCEPTED
As of this 10th day of February, 1995.
/s/ LeRoy T. Carlson, Jr. /s/ Ronald D. Webster
- ----------------------------- --------------------------
LeRoy T. Carlson, Jr., Trustee Ronald D. Webster, Trustee
/s/ C. Theodore Herbert /s/ Michael G. Hron
- ----------------------------- ---------------------------
C. Theodore Herbert, Trustee Michael G. Hron, Trustee
-5-
<PAGE>
AMENDMENT NUMBER 7
TO
TELEPHONE AND DATA SYSTEMS, INC.
TAX-DEFERRED SAVINGS PLAN
WHEREAS, Telephone and Data Systems, Inc., an Iowa corporation
(the "Company"), has heretofore adopted and maintains a profit sharing plan with
a cash or deferred arrangement for the benefit of its employees designated the
"Telephone and Data Systems, Inc. Tax-Deferred Savings Plan" (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in certain
respects;
NOW, THEREFORE, pursuant to the power of amendment contained
in Section 10.1 of the Plan, the Plan is hereby amended, effective as of January
1, 1995, as follows:
1. Section 4.3(a)(iv) of the Plan is hereby amended by
inserting the words "and before January 1, 1995" after the words "on or after
January 1, 1994" contained in the first sentence thereof.
2. Section 4.3(a)(v) of the Plan is hereby amended to
read as follows:
<PAGE>
(v) Effective for Salary Reduction Contributions made
on or after January 1, 1995, each Employer shall contribute to
the Trust a Matching Employer Contribution on behalf of each
Employee employed by such Employer on the Annual Valuation
Date (or, in the case of an Employee who terminated Service
during the Plan Year on account of his retirement, Total and
Permanent Disability or death, on behalf of each such former
Employee employed by such Employer on the date of such
termination of Service) who is participating in the Plan and
who is credited with a Year of Benefit Accrual Service equal
to (i) in the case of Suttle Press, Inc., 40%, and (ii) in the
case of any other Employer, 20%, of the Matchable Salary
Reduction Contribution for the Plan Year of each such
Employee. For purposes of this Section 4.3(a)(v), an
Employee's "Matchable Salary Reduction Contribution" means the
Salary Reduction Contributions authorized by the Employee that
do not exceed 6% of the Employee's Compensation determined as
of the end of the Plan Year. For purposes of this subsection
(a), Compensation shall have the same meaning as that term is
defined in Section 4.2(a), except that, effective for Matching
Contributions made after December 31, 1994, an Employee's
Compensation shall only include Compensation paid to such
Employee for the portion of the Plan Year during which the
Employee is eligible to participate in the Plan.
IN WITNESS WHEREOF, the Company has caused this Amendment
Number 7 to Telephone and Data Systems, Inc. Tax-Deferred Savings
Plan to be adopted this 26th day of July, 1995.
TELEPHONE AND DATA SYSTEMS, INC.
/s/ LeRoy T. Carlson, Jr.
LeRoy T. Carlson, Jr.
President and Chief Executive Officer
ACCEPTED
<PAGE>
As of this 26th day of July, 1995.
/s/ LeRoy T. Carlson, Jr. /s/ Ronald D. Webster
- ------------------------------ --------------------------
LeRoy T. Carlson, Jr., Trustee Ronald D. Webster, Trustee
/s/ C. Theodore Herbert /s/ Michael G. Hron
- ------------------------------ --------------------------
C. Theodore Herbert, Trustee Michael G. Hron, Trustee
- 2 -
<PAGE>
AMENDMENT NUMBER 8
TO
TELEPHONE AND DATA SYSTEMS, INC.
TAX-DEFERRED SAVINGS PLAN
WHEREAS, Telephone and Data Systems, Inc., an Iowa corporation
(the "Company"), has heretofore adopted and maintains a profit sharing plan with
a cash or deferred arrangement for the benefit of its employees designated the
"Telephone and Data Systems, Inc. Tax-Deferred Savings Plan" (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in certain
respects;
NOW, THEREFORE, pursuant to the power of amendment contained
in Section 10.1 of the Plan, the Plan is hereby amended, effective January 1,
1996, except as otherwise stated below, as follows:
1. The following definition is added to Article 2 of the
Plan after the definition of API Common Shares:
APT Common Shares means Common Shares, par value
$1.00 per share, of American Portable Telecom, Inc., a Delaware
Corporation.
<PAGE>
2. The definition of Entry Date contained in Article 2
of the Plan is hereby amended to read as follows:
Entry Date means the first day of each calendar
month.
3. The definition of Subsidiary contained in Article 2
of the Plan is hereby amended to read as follows:
Subsidiary means with respect to any of the Company,
United States Cellular Corporation ("USCC"), American Paging, Inc.
("API") or American Portable Telecom, Inc. ("APT") a corporation (other
than TDS, USCC, API or APT) in an unbroken chain of corporations
beginning with any of the Company, USCC, API or APT, respectively, if
each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50 percent or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
4. Section 3.1(b) of the Plan is hereby amended,
effective October 1, 1996, to read as follows:
(b) Each other Employee shall commence participation in the
Plan as of the later of the Effective Date and the first Entry Date
coinciding with or immediately following the date on which he satisfies
the following requirements:
(i) he is employed by an Employer;
- 2 -
<PAGE>
(ii) he attains age 21; and
(iii) he completes three consecutive months of employment
beginning on his Employment Commencement Date, or any later
reemployment date, or completes an eligibility period during
which he is credited with 1,000 Hours of Service. An Employee
whose Employment Commencement Date is prior to July 1, 1996
and who has not satisfied the requirement set forth in this
subsection (iii) prior to October 1, 1996 (as this subsection
(iii) was in effect prior to October 1, 1996) shall satisfy
the requirement set forth in this subsection (iii) if he
completes three consecutive months of employment beginning on
July 1, 1996. If an Employee does not complete three
consecutive months of employment beginning on the latest of:
(i) his Employment Commencement Date, (ii) July 1, 1996 or
(iii) a subsequent reemployment date, his first eligibility
period, during which he shall be required to be credited with
1,000 Hours of Service, shall be the 12-consecutive calendar
month period beginning on his Employment Commencement Date. If
an Employee does not complete three consecutive months of
employment beginning on the latest of the dates described in
the preceding sentence and is not credited with 1,000 Hours of
Service during his first eligibility period, the Employee's
subsequent eligibility periods shall be each Plan Year,
beginning with the Plan Year that includes the first
anniversary of the Employee's Employment Commencement Date.
Notwithstanding the preceding sentences, if an Employee's
subsequent eligibility period is the Plan Year that begins
October 1, 1993, such Employee shall satisfy the requirement
set forth in this Paragraph (iii) if such Employee is credited
with 250 Hours of Service during such Plan Year.
5. Section 4.1(c) of the Plan is hereby amended to read
as follows:
- 3 -
<PAGE>
(c) All Employer contributions under this Section 4.1
shall be in cash or in TDS Common Shares, USCC Common Shares, API
Common Shares or APT Common Shares, as determined by the Employer
making the contribution, and shall be made within the time prescribed
by law for filing the Employer's federal income tax return, including
extensions thereof, for the taxable year in which the Plan Year ends
or, for Plan Years beginning after September 30, 1993, the taxable year
that ends with the Plan Year. For purposes of this Section 4.1, TDS
Common Shares, USCC Common Shares and API Common Shares shall be valued
at the closing price for such shares on the American Stock Exchange,
Inc. ("AMEX") on the last trading day preceding the date of purchase
and APT Common Shares shall be valued at the closing price for such
shares on the Nasdaq National Market ("Nasdaq") on the last trading day
preceding the date of purchase.
6. Section 4.2(a) of the Plan is hereby amended by adding the
following two new sentences after the first sentence contained therein:
An authorization to make a Salary Reduction Contribution may be made as
of the first date on which an Employee becomes eligible to participate
in the Plan under Section 3.1. If an Employee who is eligible to
participate in the Plan under Section 3.1 fails to make a timely Salary
Reduction Contribution authorization as of the first date on which the
Employee becomes eligible, such Employee may make such authorization
effective on the first day after any Quarter- Annual Valuation Date
following the date on which the Employee first becomes eligible to
participate in the Plan, provided the Company has timely received such
authorization.
- 4 -
<PAGE>
7. Section 4.3(a)(v) of the Plan is hereby amended by
inserting the words "and before January 1, 1996" after the words "on or after
January 1, 1995" contained in the first sentence thereof.
8. Section 4.3(a) of the Plan is hereby amended by
adding the following new subsection (vi) at the end thereof:
(vi) Effective for Salary Reduction Contributions made on or after
January 1, 1996, each Employer shall contribute to the Trust a Matching
Employer Contribution on behalf of each Employee employed by such
Employer on the Annual Valuation Date (or, in the case of an Employee
who terminated Service during the Plan Year on account of his
retirement, Total and Permanent Disability or death, on behalf of each
such former Employee employed by such Employer on the date of such
termination of Service) who is participating in the Plan equal to (i)
in the case of Suttle Press, Inc., 40%, (ii) in the case of USCC, API,
APT and each Employer that is a Subsidiary of USCC, API or APT,
33-1/3%, and (iii) in the case of any other Employer, 20%, of the
Matchable Salary Reduction Contribution for the Plan Year of each such
Employee. For purposes of this Section 4.3(a)(vi), an Employee's
"Matchable Salary Reduction Contribution" means the Salary Reduction
Contributions authorized by the Employee that do not exceed 6% of the
Employee's Compensation determined as of the end of the Plan Year. For
purposes of this subsection (a), Compensation shall have the same
meaning as that term is defined in Section 4.2(a), except that,
effective for Matching Contributions made after December 31, 1994, an
Employee's Compensation shall only include Compensation paid to such
Employee for the portion of the Plan Year during which the Employee is
eligible to participate in the Plan.
- 5 -
<PAGE>
9. Section 4.3(e) of the Plan is hereby amended (i) by adding
the phrase "and, effective for Plan Years beginning after December 31, 1995, APT
and its Subsidiaries" after the phrase "API and its Subsidiaries" contained in
the first sentence thereof and (ii) by deleting the last sentence contained
therein and inserting in lieu thereof the following two new sentences at the end
thereof:
For Plan Years beginning after December 31, 1995, all Matching Employer
Contributions made by APT and its Subsidiaries under this Section 4.3
shall be made to the extent practicable in APT Common Shares (or if
made in cash shall be converted thereto (except for fractional shares)
by the Trustee as soon as practicable after made) and shall be made
within the time for filing of APT's or such Subsidiary's federal income
tax return, including extensions thereof, for the taxable year that
ends with the Plan Year. For purposes of this Section 4.3, TDS Common
Shares, USCC Common Shares and API Common Shares shall be valued at the
closing price for such shares on the AMEX on the last trading day
preceding the date of purchase and APT Common Shares shall be valued at
the closing price for such shares on the Nasdaq on the last trading day
preceding the date of purchase.
10. The first sentence of Section 5.5(c) of the Plan is
hereby amended to read as follows:
As of each Annual Valuation Date, the Matching Employer Contributions
for the Plan Year under Section 4.3 hereof shall be allocated among the
respective Employer Matching Accounts of Employees who made Matchable
Salary Reduction Contributions to the Plan during the Plan Year under
Section 4.2 hereof and who were employed on the Annual Valuation Date
by the Employer
- 6 -
<PAGE>
that made the Matching Employer Contributions (or who terminated
Service with such Employer during the Plan Year on account of
retirement, Total and Permanent Disability or death).
11. The first sentence of Section 5.8(b) of the Plan is hereby
amended, effective October 1, 1996, to read as follows:
(b) The Trustee shall establish as Designated Funds
the TDS Common Stock Fund, which fund shall be invested by the Trustee
exclusively in TDS Common Shares, the USCC Common Stock Fund, which
fund shall be invested by the Trustee exclusively in USCC Common
Shares, the API Common Stock Fund, which fund shall be invested by the
Trustee exclusively in API Common Shares and the APT Common Stock Fund,
which fund shall be invested by the Trustee exclusively in APT Common
Shares.
12. Section 5.8(d) of the Plan is hereby amended, effective
October 1, 1996, by deleting the phrase "and the API Common Stock Fund" and
inserting in lieu thereof the phrase ", the API Common Stock Fund and the APT
Common Stock Fund".
13. Section 6.5(a) of the Plan is hereby amended by
adding the following new sentence at the end thereof:
Notwithstanding anything contained herein to the contrary, an Employee
whose Service terminates due to Total and Permanent Disability may
elect to receive the nonforfeitable balance in his Account in a single
lump sum within 60 days after any Annual Valuation Date following such
Employee's termination of
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Service, but in no event later than the earlier of (i) the date on
which he returns to work for an Employer or Affiliate and (ii) 60 days
after the Annual Valuation Date next following his Normal Retirement
Date.
14. Section 6.5(f) of the Plan is hereby amended,
effective October 1, 1996, to read as follows:
(f) Payment of benefits hereunder shall be made in
cash except to the extent that the Employee's Account is invested in
the TDS Common Stock Fund, the USCC Common Stock Fund, the API Common
Stock Fund or the APT Common Stock Fund in which case, to the extent
his Account is so invested, payment shall be made in whole TDS Common
Shares, USCC Common Shares, API Common Shares or APT Common Shares,
respectively (plus cash in lieu of fractional shares), unless the
Employee elects to be paid entirely in cash.
15. Section 9.1(m) of the Plan is hereby amended to read
as follows:
(m) to purchase, sell and/or hold TDS Common Shares,
USCC Common Shares, API Common Shares and APT Common Shares even if
such shares constitute 100% of the Trust; provided, however, that
shares purchased from or sold to an Employer shall be purchased or sold
for adequate consideration within the meaning of Section 3(18) of ERISA
(which shall mean, in the case of TDS Common Shares, USCC Common Shares
and API Common Shares, at the closing price for such shares on the AMEX
for the last day preceding the date of purchase or sale and, in the
case of APT Common Shares, at the closing price for such shares on the
Nasdaq for the last day preceding the date of purchase or sale), and no
commission shall be charged
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or paid with respect to purchases from or sales to an
Employer; and
16. Section 9.1(n) of the Plan is hereby amended by deleting
the words "and API Common Shares" contained therein and inserting in lieu
thereof the words ", API Common Shares and APT Common Shares".
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IN WITNESS WHEREOF, the Company has caused this Amendment
Number 8 to Telephone and Data Systems, Inc. Tax-Deferred Savings
Plan to be adopted this 25th day of July, 1996.
TELEPHONE AND DATA SYSTEMS, INC.
/s/ LeRoy T. Carlson, Jr.
LeRoy T. Carlson, Jr.
President and Chief Executive Officer
ACCEPTED
As of this 25th day of July, 1996.
/s/ LeRoy T. Carlson, Jr. /s/ Ronald D. Webster
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LeRoy T. Carlson, Jr., Trustee Ronald D. Webster, Trustee
/s/ C. Theodore Herbert /s/ Michael G. Hron
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C. Theodore Herbert, Trustee Michael G. Hron, Trustee
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