Telephone and DataSystems Inc. is urging its shareholders to reject a shareholder proposalthat calls for the board to take steps to adopt a plan for all of TDS' outstandingstock to have one vote per share.

According to the definitive proxy statement filed April 13, theproposal was aimed to help the stockholders have an equal voice in the company'smanagement. As Carlson family stock has super-sized voting power, it contended thatthe shareholders cannot hold management accountable.

In opposition to the proposal, TDS stated that not only are dualclass capital structures recognized and valid under federal and corporate law, butthat TDS has clearly and consistently disclosed the impact of the differences invoting rights in the risk factors, particularly with respect to any potential takeoverattempt, in its Form 10-K.

The company's annual stockholders meeting is scheduled for May26.