FIRST AMENDMENT TO THE GUIDELINES AND PROCEDURES FOR TDS OFFICER BONUSES

Exhibit 10.5

FIRST AMENDMENT

TO THE

GUIDELINES AND PROCEDURES FOR

TDS OFFICER BONUSES

WHEREAS, Telephone and Data Systems, Inc. (“TDS”) adopted in 2007 and maintains “Guidelines and Procedures for TDS Officer Bonuses,” which are written guidelines and procedures for the determination of annual bonuses for certain officers of TDS (the “Officer Bonus Guidelines”); and

WHEREAS, TDS desires to amend the Officer Bonus Guidelines to comply with section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder.

NOW, THEREFORE, BE IT RESOLVED, that effective for performance years commencing on or after January 1, 2008, TDS hereby amends the Officer Bonus Guidelines by replacing the last paragraph thereof with the following new paragraphs:

Any bonus amount awarded with respect to a performance year will be paid during the period commencing on the January 1 immediately following the performance year and ending on the March 15 immediately following the performance ye