Related Party Transactions and Outside Related Director Information

TNS, Inc. (TNS)

4/24/2006 Proxy Information

Registration Agreement

We are a party to an Amended and Restated Registration Agreement dated as of March 19, 2004 with the GTCR Golder Rauner, LLC (and certain of its affiliated investment funds), Heller Financial, Inc., the prior members of Dunluce Investors III, L.L.C., which included Messrs. McDonnell, Jr., Bates, H. Graham, Low, McDonnell III, Keegan, Cole, Ziegler, Mudd and OBrien and the following additional members:

McDonnell & Associates, L.P., a Delaware limited partnership controlled by John J. McDonnell, Jr.,

M. Jacqueline McDonnell, the wife of John J. McDonnell, Jr.,

Sheila M. Bates, the wife of Brian J. Bates,

Kerry M. Mudd, the wife of Matthew M. Mudd,

Kevin M. McDonnell, the son of John J. McDonnell, Jr.,

James J. Mullen, our former Executive Vice President and General Manager, International Services Division,

Larry A. Crompton, our former Senior Vice President, POS Division,

Peter M. Gorog, our former Senior Vice President and General Manager, Priority Messenger,

Francis N. MacDonagh, the Senior Vice President of International Networks of our subsidiary, Transaction Network Services (UK) Limited,

Alan Stephenson-Brown, the Vice President, Sales, Transaction Network Services (UK) Limited,

Timothy J. Bell, the Chief Technology Officer, Transaction Network Services (UK) Limited, and

James T. McLaughlin, our former Senior Vice President, Associate General Counsel and Assistant Secretary.

Under terms of the Amended and Restated Registration Agreement, if we propose to register securities for our own account, the stockholders who are parties to the registration agreement may be entitled to include their shares in that registration. All of these registration rights are subject to conditions and limitations, which include our right or the right of the underwriters of an offering to limit the number of shares included in a registration under some circumstances.

Related Party Transactions

During our fiscal year 2005, we paid approximately $0.7 million for the use of an aircraft to a company that is controlled by Mr. McDonnell, Jr., our Chairman and Chief Executive Officer. The lease rate was determined through a review of prevailing market rates for such services.

Mr. Moore, one of our directors, is the Chief Executive Officer and co-founder of TARGUS Information Corp. (TARGUS). We have done business with TARGUS in the past and expect to continue to do business with TARGUS in the future. For our fiscal year 2005, we billed approximately $2.1 million to TARGUS and paid approximately $4.6 million to TARGUS for services received and provided in the ordinary course of business.

On September 21, 2005, we entered into a lease to rent office space in the United Kingdom with a company that is majority owned by Mr. Low, the President of our International Services Division. Prior to entering into this lease, we obtained an independent appraisal confirming that the terms of the lease were consistent with market standards. The lease provides for quarterly payments in equal installments of approximately 26,000 and expires on September 20, 2017.