**Exhibit10.3**

# **2006 EXECUTIVELONG-TERM INCENTIVE PLAN**

**A.            Executives**

The following executivelong-term incentive plan (“LTIP”) shall apply for the following officers of theCorporation (the “Executives”):
| 1. John J. McDonnell, Jr.  |   | Chairman and Chief Executive Officer                                                    |
|----------------------------|--------|-----------------------------------------------------------------------------------------|
|                       |   |                                                                                    |
| 2. Brian J.  Bates         |   | President and Chief Operating Officer                                                   |
|                       |   |                                                                                    |
| 3. Henry H.  Graham, Jr.   |   | Executive Vice President, Chief Financial Officer  and Treasurer                        |
|                       |   |                                                                                    |
| 4. Raymond Low             |   | President, International Services Division (Transaction  Network Services (UK) Limited) |
|                       |   |                                                                                    |
| 5. John J.  McDonnell III  |   | Executive Vice President and Chief Strategy Officer                                     |
|                       |   |                                                                                    |
| 6. Matthew M.  Mudd        |   | Executive Vice President and Chief Development  Officer                                 |
|                       |   |                                                                                    |
| 7. Michael Q.  Keegan      |   | Executive Vice President, General Counsel and  Secretary                                |
|                       |   |                                                                                    |
| 8. Edward C.  O’Brien |   | Executive Vice President and Controller                                                 |
|                       |   |                                                                                    |

**B.            Grants**

In respect of theCorporation’s 2006 fiscal year, each of the Executives shall receive a grant,subject to the provisions and limitations contained in the Corporation’s 2004Long-Term Incentive Plan (the “Plan”) and the terms contained herein, of:

(1)                                                        restrictedstock (the “2006 RSU Award”) equal to 40% of the Executive’s LTIP Annual Target(as such term is defined in the Executive’s management agreement); and

(2)                                                        options(the “2006 Option Award”) to purchase shares of the Corporation’s common stockhaving an aggregate value equal to 60% of the Executive’s LTIP Target.

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The aggregate targetnumber of shares of restricted stock subject to the 2006 RSU Award (“Target2006 RSUs”) shall be determined by dividing (x) 40% of the Executive’s LTIPAnnual Target by (y) the closing price of the Corporation’s common shares onthe New York Stock Exchange on June 1, 2006 (the “Grant Date”) discounted by11.5% to reflect the expected value of the Target 2006 RSUs taking into accountthe four year vesting period.

The aggregatetarget number of shares subject to the 2006 Option Award (“Target 2006 Options”)shall be determined using the Black-Scholes method.  The exercise price for the Target 2006Options shall be the closing price of the Corporation’s common shares on theNew York Stock Exchange on the Grant Date.

**C.            Award Determination**

The amount ofshares of restricted stock subject to each of the 2006 RSU Award and the 2006Option Award shall be adjusted up or down based upon the attainment of grossrevenue and EBITDA(1) targets, as set forth below, by the Corporation duringfiscal year 2006 (“Target 2006 Gross Revenue” and “Target 2006 EBITDA,”respectively), with the amount calibrated based on over- or under-achievementof these targets to between 0% and 200% of Target 2006 RSUs and Target 2006Options.

**1.****                                      2006Revenue and EBITDA Targets**

With respect to Messrs. McDonnell, Jr., Graham, McDonnell III, Mudd,Keegan and O’Brien, the Target 2006 Gross Revenue and Target 2006 shall be setby the Board of Directors in accordance with the Corporation’s 2006 fiscal yearbudget approved by the Board of Directors. Attainment of these targets shall be determined based on theconsolidated 2006 operating results of TNS, Inc. and its subsidiaries.

With respect to Mr. Bates, the Target 2006 Gross Revenue and Target2006 EBITDA shall be as set by the Board of Directors in accordance with theCorporation’s 2006 fiscal year budget approved by the Board of Directors.  Attainment of these targets shall bedetermined based on the 2006 operating results of TNS, Inc. and itssubsidiaries domiciled in the United States and Canada (“Domestic Subsidiaries”).

With respect to Mr. Low, the Target 2006 Gross Revenue and Target 2006EBITDA shall be as set by the Board of Directors in accordance with theCorporation’s 2006 fiscal year budget approved by the Board of Directors.  Attainment of these targets shall bedetermined based on the 2006 operating 

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(1)             EBITDAshall be determined by taking income from operations and adding back certainnon-cash items, including amortization of intangible assets, depreciation andamortization of property and equipment and stock compensation expense.

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performance of all subsidiaries of TNS, Inc. (other than the DomesticSubsidiaries).

The 2006 Gross Revenue and 2006 EBITDA Targets shall be adjusted by theCompensation Committee of the Board of Directors to reflect acquisitions anddispositions of businesses and assets by the Corporation to the extent notreflected in the 2006 fiscal year budget for the Corporation approved by theBoard of Directors.

**2.             Determinationof RSU and Option Awards**

For each Executive, the amount of shares of restricted stock subject tothe Executive’s 2006 RSU Award shall equal:

(i)                                     50%of the respective Target 2006 RSUs multiplied by the appropriatepercentage set forth in the table contained in Section C(3) below thatrepresents the percentage of the Target 2006 Gross Revenue attained during theCorporation’s 2006 fiscal year, plus

(ii)                                  50%of the respective Target 2006 RSUs multiplied by the appropriatepercentage set forth in the table contained in Section C(3) below thatrepresents the percentage of the Target 2006 EBITDA attained during theCorporation’s 2006 fiscal year.

For each Executive, the amount of option shares subject to theExecutive’s 2006 Option Award shall equal:

(x)                                   50%of the respective Target 2006 Options multiplied by the appropriatepercentage set forth in the table contained in Section C(3) below thatrepresents the percentage of the Target 2006 Gross Revenue attained during theCorporation’s 2006 fiscal year, plus

(y)                                 50%of the respective Target 2006 Options multiplied by the appropriatepercentage set forth in the table contained in Section C(3) below thatrepresents the percentage of the Target 2006 EBITDA attained during theCorporation’s 2006 fiscal year.

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**3.    Vesting Percentage**

 

| Percentage of Target Attained | ** ** | **Percentage of Target Award Earned** |
|-------------------------------|------------|---------------------------------------|
| 110% and above**[MAXIMUM]**   |       | 200%                                  |
| 109%                          |       | 190%                                  |
| 108%                          |       | 180%                                  |
| 107%                          |       | 170%                                  |
| 106%                          |       | 160%                                  |
| 105%                          |       | 150%                                  |
| 104%                          |       | 140%                                  |
| 103%                          |       | 130%                                  |
| 102%                          |       | 120%                                  |
| 101%                          |       | 110%                                  |
| 100%**[TARGET]**              |       | 100%                                  |
| 99%                           |       | 90%                                   |
| 98%                           |       | 80%                                   |
| 97%                           |       | 70%                                   |
| 96%                           |       | 60%                                   |
| 95%                           |       | 50%                                   |
| 94%                           |       | 40%                                   |
| 93%                           |       | 30%                                   |
| 92%                           |       | 20%                                   |
| 91%**[THRESHOLD]**            |       | 10%                                   |
| 90% and below                 |       | 0%                                    |

 

**D.            Vesting and Reservation of Shares**

The Board ofDirectors shall make a determination as to the final number of shares ofrestricted stock subject to each Executive’s 2006 RSU Award and the finalnumber of options to purchase shares of common stock subject to each Executive’s2006 Option Award within the 60-day period immediately following December 31,2006. Upon the making of such determination, one quarter of the 2006 RSUs, ifany, and 2006 Options, if any, granted to the Executive shall immediately vestwith the remainder vesting in equal annual installments over a three-yearperiod (with the second tranche vesting on January 1, 2008, the third tranchevesting on January 1, 2009 and the fourth tranche vesting on January 1, 2010).

The Corporation shall reserve for issuance under thePlan that number of shares of common stock necessary to satisfy the Target 2006Options and the Target 2006 RSUs granted to Executives hereunder.

 

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