8-K

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): December 7, 2005

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 1.01. Entry into a Material Definitive Agreement.

         On December 7, 2005, Telephone and Data Systems, Inc. ("TDS") entered into a bonus deferral and stock unit match agreement with LeRoy T. Carlson related to his 2006 bonus. LeRoy T. Carlson is a director of and Chairman Emeritus of TDS.

         LeRoy T. Carlson's bonus deferral and stock unit match agreement attached hereto as an exhibit is incorporated by reference herein. The following is a brief summary of the agreement which is qualified by reference to the complete agreement attached as an exhibit. Certain capitalized terms are used as defined in the agreements attached as exhibits.

         LeRoy T. Carlson has elected to defer 100% of his annual bonus for 2006 into the TDS Bonus Deferral and Stock Unit Match Program. The program allows eligible executives to defer up to 100% of their annual bonus up to a maximum of $400,000 and receive a TDS Common Stock Unit Match on the amount deferred. TDS will credit to each executive enrolled in the TDS Bonus Deferral and Stock Unit Match Program, a company match amount equal to the sum of (i) 25% of the amount credited to the executive's TDS Bonus Deferral and Stock Unit Match Account up to 50% of their total annual bonus and (ii) 33% of the amount credited to executive's TDS Bonus Deferral and Stock Unit Match Account for any amounts that they elect to defer that exceed 50% of their total annual bonus award, subject to the $400,000 limitation. The executive is always 100% vested in all bonus amounts that have been deferred under this Program and any dividends credited under this Program. The Company Stock Unit Matches will vest ratably over three years following the year in which the bonus was earned.

         LeRoy T. Carlson has elected to receive his distributable balance in a lump sum payment in the seventh month after separation of service.

         The Agreement in the TDS Bonus Deferral and Stock Unit Match Program is subject to the provisions of TDS's Amended and Restated 2004 Long-Term Incentive Plan and shall be interpreted in accordance therewith.

Item 9.01. Financial Statements and Exhibits

(c) 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: December 13, 2005

By:	/s/ D. Michael Jack
	D. Michael Jack
	Senior Vice President and Corporate Controller (Principal Accounting Officer)

EXHIBIT INDEX

The following exhibits are filed herewith as noted below.

Exhibit Number	Description of Exhibit
10.1	Summary of the TDS Bonus Deferral and Stock Unit Match Program is hereby incorporated by reference to Exhibit 10.2 to TDS's Current Report on Form 8-K dated December 17, 2004.
10.2	TDS 2006 Bonus Deferral Agreement between LeRoy T. Carlson and TDS dated December 7, 2005.

EX-10

Exhibit 10.2

TELEPHONE AND DATA SYSTEMS, INC.
2006 BONUS DEFERRAL FORM

NAME	LeRoy T. Carlson	SOCIAL SECURITY NUMBER
		DATE OF BIRTH	15 May 1916

Deferral election with respect to my 2006 Bonus:

I hereby elect to defer, under the terms and conditions of the TDS Bonus Deferral and Stock Unit Match Program for the 2006 Bonus Year (the "2006 Program") and the Telephone and Data Systems, Inc. 2004 Long-Term Incentive Plan, as each may be amended from time to time, the following whole percentage of my 2006 Bonus that would otherwise be paid to me in 2007.

   100%   

DEFERRAL DATE ELECTION: I request that my deferral of my 2006 Bonus and any stock unit matches thereon be paid as follows:

I elect to receive my deferred 2006 Bonus and any stock unit matches thereon in a single lump sum payment in the seventh month after my separation from service.

- OR -

I elect to receive my deferred 2006 Bonus and any stock unit matches thereon in a single lump sum payment in the following year (which may not be earlier than two years after the date this election is made). If such date is earlier than January 1^st of the fourth year following the performance year, I recognize that a portion of the company match will be lost.

Month and Year:

• I understand that my deferred 2006 Bonus and any stock unit matches thereon will be recorded in accounts established in my name on TDS's books and records and that these accounts will be governed by the terms of the 2006 Program and the Telephone and Data Systems, Inc. 2004 Long-Term Incentive Plan, as each may be amended from time to time.

• I acknowledge that my accounts under the 2006 Program will rise or decline in value equal to the earnings or losses that would have been realized if assets in an amount equal to the balances in my accounts were actually invested in TDS Special Common Stock.

• I acknowledge that the 2006 Program is intended to comply with provisions of Section 409A of the Internal Revenue Code and shall be interpreted and construed accordingly. I agree that TDS shall have sole discretion and authority to amend or terminate such program or this 2006 Bonus Deferral Form, unilaterally, at any time in the future to satisfy any requirements of Section 409A of the Internal Revenue Code or applicable guidance provided by the Treasury.

/s/ LeRoy T. Carlson	7 December 2005
Signature	Date

Note: This election must be made on or before December 30^th of the year preceding the year for which the bonus is earned (the performance year).