...[Southeastern is] submitting a shareholder proposal this year (Proposal 4) seeking to re-capitalize the Company's common equity structure into one class of common stock. The proposal seeks to establish a one share, one vote standard for all of the outstanding common stock on all matters subject to a shareholder vote. On a May 15, 2009 Glass Lewis Proxy Talk, Southeastern made its case as to why shareholders should support its proposal and elaborated on its view about the current board's lack of responsiveness to its concerns as well as what it believes is the best strategic course of action for the Company. Among its main points, Southeastern stressed the following:

• The "one share, one vote" shareholder proposal they are submitting differs from their "spin-off" proposal that, while it is not on the ballot this year, is rather being considered by the Company's management at this time. Pursuant to the spin-off proposal, the Company would divest from United States Cellular Corporation ("U.S. Cell"), a publicly-listed company approximately 80% owned by the Company;
• While it conceded that the shareholder proposal has no chance of passing due to the Trust's opposition, it is nevertheless being submitted to serve as a referendum on management's responsiveness to its numerous strategic initiatives aimed at increasing the value of the Company. Southeastern therefore hopes that significant enough support from the non class A shareholders will spur management into taking action on its concerns;
• The Company's current multiple-class structure, in which shareholders have voting rights in disproportion to their economic interest, serves to dampen shareholder value as studies have shown a correlation between dual-class structures and lower performance. Further, given that the Carlson's economic stake in the Company does not match their voting stake, they question how their interests be aligned with common shareholders and how they can be held accountable to such shareholders when they control 75% of the board.
• While Southeastern primarily advocates the sale of the Company, it is attempting to unlock shareholder value at this stage through the spin-off action and the one share, one vote proposal. Given the Company's current ownership in U.S. Cell, a lack of clarity exists between what assets shareholders are purchasing when they buy Company stock given that three-fourths of the Company's value comes from U.S. Cell. This value is through an entity that common shareholders do not control, which has created an unnecessary layer of board control and erodes a direct ownership and accountability structure; and
• Besides the spin-off and one share, one vote proposals, another strategy Southeastern supports to increase shareholder value is through share repurchases. Given the current depressed price of the Company's stock and its capital position, the Company should be enacting a more aggressive share repurchase program than its current one.

Glass Lewis agrees with Southeastern on several points and believes that, as stated in Proposal 4, elimination of the multiple voting class structure creates an even playing field for all shareholders as well as fosters a board that is more responsive to all shareholders. While we realize that the Trust wields enough voting power to block any shareholder proposal it opposes, we feel that a significant shareholder response to this proposal should be met with appropriate action from the board. In cases where the board fails to adequately respond to concerns voiced by a significant number of shareholders, Glass Lewis may recommend withholding votes from certain directors. In this case however, we will wait for the results from Proposal 4 and the board's response to such results before making any voting recommendations on this basis.

This shareholder proposal requests that the board of directors take all steps necessary in accordance with Delaware law, and all other applicable federal and foreign law, to re-capitalize the Company's common equity structure into one class of common stock to result in one share, one vote for all of the outstanding common stock on all matters subject to a shareholder vote.

Proponent's Perspective

The proponent, Longleaf Partners Fund and its adviser Southeastern Asset Management, Inc., offers the following six main reasons why shareholders should vote in favor of this proposal:

• Longleaf Partners Fund (the "Fund") and clients of its adviser own over 15% of the Company, but has less than 3% voting power on matters other than the election of directors;

• Series A common shares, owned by the Carlson family, through the TDS Voting Trust, represent only a 5.5% economic interest in the Company, but hold more than 50% voting power;

• Disparate voting rights coupled with the Carlson family's ability to elect 8 of 12 directors has enabled management to ignore public shareholders without consequence;

• Management has rejected recommendations made by Longleaf's adviser over a period of six years, which has ultimately had a negative impact on shareholders;

• Last year management rejected a significant premium bid from an acquirer and provided no explanation to the board or shareholders; and

• Management refused to answer questions regarding the acquisition at the shareholder meeting last year.

Board's Perspective

The board offers the following five main reasons why shareholders should vote against this proposal:

• The implementation of this shareholder proposal would require approval by a majority of the voting power of all shares of capital stock, and the TDS Voting Trust has stated that it opposes this proposal, rendering this proposal moot;

• Dual or multiple class shares are valid under applicable laws and regulations and are common among public companies;

• The Company has used multiple class stock since becoming public in 1981 and has consistently disclosed appropriate information regarding the impact of disparate voting rights, particularly with regard to any potential takeover attempt situations in its annual reports;

• Owners of the Company's shares have full knowledge of the voting rights of their shares upon purchase; and

• As stated in the risk factors in form 10-K, the TDS Voting Trust intends to maintain the ability to keep or dispose of voting control of the Company.

Glass Lewis' Analysis

Glass Lewis believes multiple class voting structures are typically not in the best interests of common shareholders. The multiple class structure here is no exception. In this case, the voting power of one class is significantly different than that of the public shareholders, giving a small group of shareholders, namely the Carlson family, a significant amount of control over the affairs of the Company. We believe all shareholders should have say in decisions that will affect them.

We believe that allowing one vote per share generally operates as a safeguard for common shareholders by ensuring that those who hold a significant minority of shares are able to weigh in on issues set forth by the board, especially in regard to the election of director process. Elimination of the multiple class structure creates an even playing field for all shareholders as well as fosters a board that is more responsive to all shareholders.

Furthermore, we believe that the economic stake of each shareholder should match their voting power and that a minority group of shareholders should not have voting rights disproportionate to their economic interest. We recognize that the Company has had a multiple class structure since 1981 and shareholders knew, or should have known, that they should expect fewer shareholder rights therefore. However, by seeking investment from public shareholders, even a controlling shareholder should expect some limitations on their discretion particularly when the actions of the controlling shareholder cause performance to suffer. In this case, the Company has generally lagged its peers over the last ten, five and one year periods and rejected a purported buy-out offer without making the offer public, raising questions about the oversight provided by the family controlled board. This is the second year in a row that two large shareholders have raised concerns about that oversight. We agree with the proponents that a single class structure would better protect public shareholders since, in this case, family control has not.

Accordingly, we recommend that shareholders vote FOR this proposal.