TELEPHONE & DATA SYSTEMS INC /DE/ (Form: 8-K, Received: 01/09/2007 06:01:41)

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1, 2007

TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of
incorporation)

001-14157
(Commission
File Number)

36-2669023
(IRS Employer
Identification No.)

30 North LaSalle Street, Suite 4000, Chicago, Illinois
(Address of principal executive offices)

60602
(Zip Code)

Registrant's telephone number, including area code: (312) 630-1900

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(e). Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Kenneth R. Meyers, who became Executive Vice President and Chief Financial Officer of Telephone and Data Systems, Inc. ("TDS") on January 1, 2007, entered into a Deferred Compensation Agreement with TDS pursuant to which he elected to defer 9% of his gross semi-monthly payroll check for services performed in 2007 into a Deferred Compensation Account.

Commencing on February 28, 2007, and on the last day of each month thereafter until all of the Deferred Compensation Account has been distributed in full, there shall be credited to such Account (before any amount is credited for the month then ending), interest compounded monthly computed at a rate equal to one-twelfth (1/12) of the sum of (a) the average thirty (30) year Treasury Bond rate of interest (as published in Bloomberg.com for the last day of the preceding month) plus (b) 1.25 percentage points.

Mr. Meyers elected to receive his distributable balance in 20 installments upon separation of service.

This brief summary is qualified by reference to the Deferred Compensation Agreement attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed herewith are set forth on the Exhibit Index attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Telephone and Data Systems, Inc.
(Registrant)

Date: January 8, 2007

By:		/s/ D. Michael Jack

		D. Michael Jack
		Senior Vice President and Corporate Controller

EXHIBIT INDEX

The following exhibits are filed herewith as noted below.

Exhibit Number		Description of Exhibit
99.1		Deferred Compensation Agreement between TDS and Kenneth R. Meyers effective January 1, 2007
99.2		Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

Exhibit 99.1

DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT is made and entered into as of this 26th day of December, 2006 by and between Kenneth R. Meyers (hereinafter referred to as "Executive") and Telephone and Data Systems, Inc. (hereinafter referred to as "Company"), a Delaware corporation, located at 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602.

WITNESSETH

WHEREAS, the Board of Directors of the Company has appointed the Executive as Executive Vice President and Chief Financial Officer and director of the Company effective January 1, 2007, and the Company desires to assure the continued loyalty, service and counsel of the Executive;

WHEREAS, the Executive desires to defer a portion of his compensation until retirement, resignation, disability or death.

NOW, THEREFORE, in consideration of the covenants and agreements herein set forth, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto covenant and agree as follows:

1.	Deferred Compensation Account . The Company agrees to establish and maintain a book reserve (the "Deferred Compensation Account") for the purpose of measuring the amount of deferred compensation payable under this Agreement. Credits shall be made to the Deferred Compensation Account as follows:

Salary Deferral . On each issuance of a payroll check to the Executive of salary for services performed in the 2007 calendar year or in calendar years commencing thereafter, there shall be deducted an amount equal to (select either (i) or (ii)): (i) $________ or (ii) Nine (9) percent of such gross salary. Such deducted amount will be credited to the Deferred Compensation Account as of the last day of the month in which such check is to be issued.

Bonus Deferral . On each issuance to the Executive of a check in full or partial payment of any bonus payable for services performed in the 2007 calendar year or in calendar years commencing thereafter, there shall be deducted an amount equal to _______ percent of such gross bonus payment. Such deducted amount will be credited to the Deferred Compensation Account as of the last day of the month in which such check is to be issued.

Retroactive Base Pay Increase Deferral . On each issuance to the Executive of a check in full or partial payment of any retroactive base pay increase (i.e., the amount of money accrued between the date the pay increase was made effective and the date the increase is to be paid), there shall be deducted an amount equal to Nine (9) percent of such gross retroactive base pay increase. Such deducted

amount will be credited to the Deferred Compensation Account as of the last day of the month in which such check is to be issued.

Interest . Commencing on February 28, 2007, and on the last day of each month thereafter until the Deferred Compensation Account has been distributed in full, there shall be credited to the Deferred Compensation Account (before any amount is credited for the month then ending pursuant to paragraph 1(a), 1(b) or 1(c)), interest compounded monthly computed at a rate equal to one-twelfth (1/12) of the sum of (i) the average 30-year Treasury Bond rate of interest (as published in Bloomberg.com for the last day of the preceding month) plus (ii) 1.25% (monthly interest).

Monthly reports which specify the amount credited to the Executive's Deferred Compensation Account during the previous month (amount deferred plus interest) and the then current balance, shall be provided to the Executive.

Change in Deferral Election . The Executive at any time may elect, in accordance with procedures established by the Company, to change the deferral amounts or percentages set forth in paragraph 1(a), 1(b) or 1(c) (including an election to cease deferrals under this Agreement), provided that any such election shall apply only to amounts payable with respect to services performed in the calendar year following the calendar year during which such election is made.

2.	Payment of Deferred Compensation.

In the event the Executive terminates his employment for whatever reason, the Company will compute the balance in the Deferred Compensation Account as of the last day of the preceding month (the "Ending Balance"). In the event that the Executive becomes disabled, the Executive's employment shall be deemed to terminate on the date of his or her disability. For these purposes, "disability" means a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, which results in the Executive's (i) inability to engage in any substantial gainful activity or (ii) receipt of income replacement benefits for a period of not less than three (3) months under an accident and health plan of the Company or one of its affiliates.

The Executive will elect the payment method for receiving his Ending Balance either in a lump sum or in an indicated number of installments. This determination will be made at the time of execution of the Agreement in paragraph 2(e). In the event the Executive elects payment of his Deferred Compensation Account in a lump sum, such lump sum payment shall be made, subject to paragraph 2(f) below, within thirty (30) days following the Executive's termination of employment.

In the event the Executive chooses the installment option, he will inform the Company of the number of installments he wishes to receive. The installments will be paid quarterly (not to exceed 20 quarters) commencing, subject to paragraph 2(f) below, with the fifteenth day of the quarter following the quarter in which the Executive's service with the Company terminates. Subject to paragraph 2(f) below, installments will then be paid on the fifteenth day of each succeeding calendar quarter until the Ending Balance and all accrued interest, which includes interest earned during the installment period, has been paid.

If the Executive dies prior to the total distribution of the Ending Balance, the Company shall pay an amount equal to the then current balance including accrued interest in the Deferred Compensation Account. Such payment shall be made in a lump sum within 30 days following the Executive's death to the Executive's Designated Beneficiary (as hereinafter defined). However, if the Executive is married at the time of death, the Executive may designate (at the time of entering this Agreement) that the payments specified in paragraph 2(c) continue to the spouse. If such spouse dies before all payments are made, the procedures in paragraphs 3(a) and 3(b) shall apply.

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

Lump sum distribution; or

ii)

X Installment Method. The amount of each installment shall be equal to one- twentieth (cannot be less than one-twentieth) of the Ending Balance plus accrued interest compounded monthly for the preceding calendar quarter.

If the Executive does not complete the blanks shown above in paragraph 2(e), the Executive will be deemed to have chosen the lump sum option.

Installment payments (to be completed only if item ii) - Installment Method is selected above and the Executive designates his or her spouse as beneficiary):

X shall shall not

be paid or continue to be paid to the Executive's spouse after the death of the Executive.

Notwithstanding any provision within this Agreement to the contrary, if the Executive is entitled to payment of his Deferred Compensation Account because of his termination of employment for a reason other than his death or disability, no such payment shall be made before the date which is six (6) months after the date of the Executive's termination of employment (or if earlier, the date of the Executive's death). The aggregate amount of any payment of the Deferred Compensation Account which the Executive cannot receive during the six-month

period following the Executive's termination of employment shall be paid to the Executive within thirty (30) days after the end of such six-month period.

Notwithstanding any provision within this Agreement to the contrary, the Executive's employment with the Company shall be deemed to have terminated for purposes of distribution of the Deferred Compensation Account only if such termination is a "separation from service" within the meaning of Section 409A of the Internal Revenue Code (the "Code") and guidance provided by the Treasury with respect thereto.

3.	Designation of Beneficiaries .

The Executive may designate a beneficiary to receive any amount payable pursuant to paragraph 2(d) (the "Designated Beneficiary") by executing and filing with the Company during his lifetime, a Beneficiary Designation in the form attached hereto. The Executive may change or revoke any such designation by executing and filing with the Company during his lifetime a new Beneficiary Designation.

If any Designated Beneficiary predeceases the Executive, or if any corporation, partnership, trust or other entity which is a Designated Beneficiary is terminated or dissolved or becomes insolvent or is adjudicated bankrupt prior to the date of the Executive's death, or if the Executive fails to designate a beneficiary, then the following persons in the order set forth below shall receive the amount payable pursuant to paragraph 2(d):

his wife, if she is living; otherwise

ii)

his then living descendants, per stirpes; and otherwise

iii)

his estate.

4.	Miscellaneous .

The right of the Executive or any other person to any payment of benefits under this Agreement shall not be assigned, transferred, pledged or encumbered.

If the Company shall find that any person to whom any amount is payable under this Agreement is unable to care for his/her affairs because of illness or accident, or is under any legal disability, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative), may be made to the spouse, a child, a parent, or a brother or sister of such person, or to any party deemed by the Company to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Company may determine. Any such payment shall be a complete discharge of the liability of the Company under this Agreement for such payment.

This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois.

The Executive is considered to be a general unsecured creditor of the Company with regard to the deferred compensation amounts to which this Agreement pertains.

The deferred amounts under this Agreement are unfunded for tax and ERISA purposes.

This Agreement is intended to comply with the provisions of Section 409A of the Code and shall be interpreted and construed accordingly. The Executive and the Company agree to amend this Agreement to the extent necessary in the future to satisfy any requirements of Section 409A of the Code or guidance provided by the Treasury with respect thereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

TELEPHONE AND DATA SYSTEMS, INC.

By:
	LeRoy T. Carlson, Jr.

EXECUTIVE


Kenneth R. Meyers

Exhibit 99.2

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR CAUTIONARY STATEMENT

This Form 8-K and/or press release attached to this Form 8-K contain statements that are not based on historical fact and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that TDS intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. The words "believes," "anticipates," "estimates," "expects," "plans," "intends" and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include those set forth below, as more fully discussed under "Risk Factors" in TDS's Form 10-K for the year ended December 31, 2005. However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. TDS undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. You should carefully consider the Risk Factors in TDS's Form 10-K for the year ended December 31, 2005, the following factors and other information contained in, or incorporated by reference into, this Form 8-K and/or press release attached to this Form 8-K to understand the material risks relating to TDS's business.

Intense competition in the markets in which TDS operates could adversely affect TDS's revenues or increase its costs to compete.
Consolidation in the telecommunications industry could adversely affect TDS's revenues and increase its costs of doing business.
Advances or changes in telecommunications technology, such as Voice over Internet Protocol or WiMAX, could render certain technologies used by TDS obsolete, could reduce TDS's revenues or increase its costs of doing business.
Changes in the regulatory environment or a failure by TDS to timely or fully comply with any regulatory requirements could adversely affect TDS's financial condition, results of operations or ability to do business.
Changes in TDS's enterprise value, changes in the supply or demand of the market for wireless licenses or telephone company franchises, adverse developments in the business or the industry in which TDS is involved and/or other factors could require TDS to recognize impairments in the carrying value of TDS's license costs, goodwill and/or physical assets.
Early redemptions of debt or repurchases of debt, issuances of debt, changes in prepaid forward contracts, changes in operating leases, changes in purchase obligations or other factors or developments could cause the amounts reported under Contractual or Other Obligations in TDS's most recent Annual Report on Form 10-K, as updated by the Quarterly Reports on Form 10-Q, to be different from the amounts actually incurred.
Changes in accounting standards or changes in TDS's accounting policies, estimates and/or in the assumptions underlying the accounting estimates, including those described in Application of Critical Accounting Policies and Estimates included in TDS's most recent Annual Report on Form 10-K, as updated by Quarterly Reports on Form 10-Q, could have an adverse effect on TDS's financial condition or results of operations.
Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on TDS's financial condition, results of operations or ability to do business.
Costs, integration problems or other factors associated with acquisitions/divestitures of properties and/or licenses and/or expansion of TDS's business could have an adverse effect on TDS's business, financial condition or results of operations.
A significant portion of TDS's wireless revenues is derived from customers who buy services through independent agents and dealers who market TDS's services on a commission basis. If TDS's relationships with these agents and dealers are seriously harmed, its wireless revenues could be adversely affected.
TDS's investments in technologies which are unproven or for which success has not yet been demonstrated may not produce the benefits that TDS expects.
An inability to obtain or maintain roaming arrangements with other carriers on terms that are acceptable to TDS, and/or changes in roaming rates and the lack of standards and roaming agreements for wireless data products, could have an adverse effect on TDS's business, financial condition or results of operations.
Changes in access to content for data or video services and access to new handsets being developed by vendors, or an inability to manage its supply chain or inventory successfully, could have an adverse effect on TDS's business, financial condition or results of operations.

A failure by TDS's service offerings to meet customer expectations could limit TDS's ability to attract and retain customers and have an adverse effect on TDS's operations.
A failure by TDS to complete significant network build-out and system implementation as part of its plans to build out new markets and improve the quality and capacity of its network could have an adverse effect on its operations.
A failure by TDS's wireless business to acquire adequate radio spectrum could have an adverse effect on TDS's business and operations.
Financial difficulties of TDS's key suppliers or vendors, or termination or impairment of TDS's relationships with such suppliers or vendors, could result in a delay or termination of TDS's receipt of equipment or services, which could adversely affect TDS's business and results of operations.
An increase in TDS's debt in the future could subject TDS to various restrictions and higher interest costs and decrease its cash flows and earnings.
An inability to attract and/or retain management, technical, sales and other personnel could have an adverse effect on TDS's business, financial condition or results of operations.
TDS has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on TDS's results of operations or financial condition.
Changes in guidance or interpretations of accounting requirements, changes in industry practice, identification of errors or changes in management assumptions could require amendments to or restatements of financial information or disclosures included in this or prior filings with the SEC.
Uncertainty of access to capital for telecommunications companies, deterioration in the capital markets, other changes in market conditions, changes in TDS's credit ratings or other factors could limit or restrict the availability of financing on terms acceptable to TDS, which could require TDS to reduce its construction, development and acquisition programs.
Changes in income tax rates, laws, regulations or rulings, or federal or state tax assessments could have an adverse effect on TDS's financial condition or results of operations.
War, conflicts, hostilities and/or terrorist attacks or equipment failure, power outages, natural disasters or breaches of network or information technology security could have an adverse effect on TDS's business, financial condition or results of operations.
Changes in general economic and business conditions, both nationally and in the markets in which TDS operates could have an adverse effect on TDS's business, financial condition or results of operations.
Changes in facts or circumstances, including new or additional information that affects the calculation of potential liabilities for contingent obligations under guarantees, indemnities or otherwise, could require TDS to record charges in excess of amounts accrued in the financial statements, if any, which could have an adverse effect on TDS's financial condition or results of operations.
Material weaknesses in the effectiveness of internal control over financial reporting could result in inaccurate financial statements or inadequate disclosures or fail to prevent fraud, which could have an adverse effect on TDS's business, financial condition or results of operations.
The pending SEC investigation regarding the restatement of TDS's financial statements could result in substantial expenses, and could result in monetary or other penalties.
The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from handsets, wireless data devices and/or cell sites cause harmful health consequences, including cancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effect on TDS's wireless business, financial condition or results of operations.
TDS's assets are concentrated in the U.S. telecommunications industry. As a result, its results of operations may fluctuate based on factors related entirely to conditions in this industry.
As TDS continues to implement its strategies, there are internal and external factors that could impact its ability to successfully meet its objectives.
Any of the foregoing events or other events could cause revenues, customer additions, operating income, capital expenditures and/or any other financial or statistical information to vary from TDS's forward estimates by a material amount.
The market prices of TDS's Common Shares and Special Common Shares are subject to fluctuations due to a variety of factors.
Certain matters, such as control by the TDS Voting Trust and provisions in the TDS Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of TDS.

TDS undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. Readers should evaluate any statements in light of these important factors.