Arrangements have been made for Glass Lewis to address corporate governance issues raised at the Forum's May 14, 2009 meeting.  Forum participants wishing to join the firm's "Proxy Talk" client conference call described below can register for guest access by calling Bayley Diamond at 415-738-4115.

For subsequent reports of the conference call and the Glass Lewis report of its analysis and voting recommendations, see

• May 21, 2009 Forum Report: Transcript of May 15 Glass Lewis "Proxy Talk"
• May 18, 2009 Forum Report: Glass Lewis' Governance Analysis and Voting Recommendations

PROXY TALK: Southeastern Asset Management to Discuss its Recapitalization Proposal at Telephone & Data Systems, Inc.

Please join us Friday, May 15, 2009 at 2 PM ET (7 PM GMT) for a Glass Lewis Proxy Talk conference call with Andrew R. McCarroll and Jeff Engelberg of Southeastern Asset Management, Inc., who are seeking support for a shareholder proposal they submitted at Telephone & Data Systems, Inc. (TDS) to recapitalize the company’s equity structure into a single class of common stock. Southeastern Asset Management owns 27.3% of TDS. The Telephone & Data Systems, Inc. annual meeting is May 21, 2009.

SPEAKERS:
Andrew R. McCarroll, Vice President & General Counsel, Southeastern Asset Management, Inc.

Jeff Engelberg, Vice President, Southeastern Asset Management, Inc.

Moderator: Robert McCormick, Chief Policy Officer, Glass, Lewis & Co. LLC

DESCRIPTION:

Southeastern is seeking to convince shareholders to support its proposal to convert TDS from a multiple class structure to a single class of common stock. TDS has several classes of stock, each with different voting rights. The holders of Series A Common Shares (which have 10 votes per share) and the holders of the Preferred Shares, voting as a group, are entitled to elect eight directors while the holders of Common Shares and Special Common Shares vote together and elect four directors. The TDS voting trust controls roughly 95% of the Series A Common Shares and 11.2% of the Special Common shares which together controls 52.5% of the total voting power with a 5.5% economic stake. Neither the Series A Common Shares nor the Preferred Shares trade publicly.

Southeastern feels that this disparity in voting power, together with the Carlsons' ability to elect 8 of 12 Directors, has permitted management to ignore public shareholders without consequence. Strategically, Southeastern has recommended that TDS sell itself or its wireless assets to a national wireless carrier or simplify its capital structure, e.g. combine the common and special common stock into a single class, and spin off US Cellular. It believes this will lessen the likelihood of TDS’ separate businesses from trading at a discount, create greater liquidity in both TDS common and US Cellular shares, and offer greater transparency regarding the underlying industry exposure.

On the call we will discuss Southeastern’s reasons for seeking to recapitalize the company’s equity structure into a single class of common stock and how that will lead to improved performance.

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ABOUT PROXY TALK:
Glass Lewis' Proxy Talk provides a forum for institutional investors to exchange views on proxy-related issues. Exclusively for Glass Lewis clients and invited guests, Proxy Talk conference calls feature roundtable discussions and guest-speaker presentations on important corporate integrity issues, mergers and acquisitions, control contests, SEC developments and policies, and new legal requirements, among other topics. Glass Lewis analysts also will preview key proposals to watch for in upcoming proxies and address questions about the findings of recent Proxy Paper reports.