**Exhibit10.2**

# **2006ANNUAL INCENTIVE PLAN**

**A.            Participating Employees**

This 2006 annualincentive plan (the “2006 AIP”) shall apply for all employees (each, a “ParticipatingEmployee”) of TNS, Inc. (the “Corporation”) and its subsidiaries other thanExcluded Employees.

For purposes of this 2006AIP, an “Excluded Employee” means an employee of TNS, Inc. or any of itssubsidiaries with an annual bonus level less than or equal to 17.5%.

For purposes ofthis 2006 AIP, an “Executive” means each of the following individuals:
| 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                                                 |

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**B.            2006 AIP Award Determination**

The 2006 annualincentive cash bonus payable to a Participating Employee (the “2006 AIP Award”)shall be determined based upon the attainment of gross revenue and EBITDA(1)targets, as set forth below, by the Corporation during fiscal year 2006 (“Target2006 Gross Revenue” and “Target 2006 EBITDA,” respectively), with the amountcalibrated based on over- or under-achievement of these targets to between 0%and 100% for all Participating Employees (other than the Executives) and tobetween 0% and 200% for all Executives.

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

With respect to John J. McDonnell, Jr., Henry H. Graham, Jr., John J.McDonnell III, Matthew M. Mudd, Michael Q. Keegan, Edward C. O’Brien and anyother Participating Employees determined by the Corporation’s Chairman and theCorporation’s Chief Financial Officer to contribute to the consolidatedoperations of TNS, Inc. and its subsidiaries, the Target 2006 Gross Revenue andTarget 2006 EBITDA shall be set by the Board of Directors in accordance withthe Corporation’s 2006 fiscal year budget approved by the Board ofDirectors.  Attainment of these targetsshall be determined based on the consolidated 2006 operating results of TNS,Inc. and its subsidiaries.

With respect to Brian Bates (the Corporation’s Chief Operating Officer)and any other Participating Employees determined by the Corporation’s ChiefExecutive Officer and the Corporation’s Chief Financial Officer to contributeprimarily to the operations of TNS, Inc. and its subsidiaries (“DomesticSubsidiaries”) domiciled in the United States and Canada (with Mr. Bates, the “DomesticParticipating Employees”), the Target 2006 Gross Revenue and Target 2006 EBITDAshall be as set by the Board of Directors in accordance with the Corporation’s2006 fiscal year budget approved by the Board of Directors.  Attainment of these targets shall be determinedbased on the 2006 operating results of TNS, Inc. and its Domestic Subsidiaries.

With respect to Mr. Low (President of the Corporation’s InternationalServices Division) and any other Participating Employees determined by theCorporation’s Chief Executive Officer and the Corporation’s Chief FinancialOfficer to contribute primarily to the operations of all subsidiaries (the“International Subsidiaries”) of TNS, Inc. other than the DomesticSubsidiaries, the Target 2006 Gross Revenue and Target 2006 EBITDA shall be asset by the Board of Directors in accordance with the Corporation’s 2006 fiscalyear budget approved by the Board of Directors. Attainment of these targets shall be determined based on the 2006 operatingperformance of the International Subsidiaries.

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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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With respect to any Participating Employees determined by theCorporation’s Chief Executive Officer and the Corporation’s Chief FinancialOfficer to primarily contribute to the operations of a particular internationalsubsidiary or a group of international subsidiaries, the Target 2006 GrossRevenue and Target 2006 EBITDA shall be as set by the Board of Directors forthe particular country or region in accordance with the Corporation’s 2006fiscal year budget approved by the Board of Directors.  Attainment of these targets shall bedetermined based on the 2006 operating performance of the respectiveinternational country or region.

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 Corporation’s 2006 fiscal year budget approved by the Board ofDirectors.

**2.             Determinationof 2006 AIP Awards**

For each Participating Employee, the “Target 2006 AIP Award” shall be(i) the Participating Employee’s annual base salary in effect on December 31,2006 multiplied by (ii) the “annual bonus percentage” in effect on suchdate for the employee.  The “annual bonuspercentage” for an employee shall be either (i) the annual bonus percentage setforth in the employee’s employment agreement or (ii) to the extent anemployment agreement is not in effect for the employee, the annual bonuspercentage then in effect for employees having the same title as the respectiveemployee.

For each ParticipatingEmployee (other than the Executives), subject to Section C of this AIP, theamount of the 2006 AIP Award shall be:

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

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For each Executive, subject to Section C of this AIP, the amount of the2006 AIP Award shall be:

(x)                                   50%of the respective Target 2006 AIP Award multiplied by the appropriatepercentage set forth in the table contained in Section B(4) 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 AIP Award multiplied by the appropriatepercentage set forth in the table contained in Section B(4) below thatrepresents the percentage of the Target 2006 EBITDA attained during theCorporation’s 2006 fiscal year.

**3.    Vesting Percentages for ParticipatingEmployees (Other than Executives)**

 

| Percentage of Target  Attained | ** ** | **Percentage of Target Award Earned** | ** ** |
|--------------------------------|------------|---------------------------------------|------------|
| 100%**[TARGET AND MAXIMUM]**   |       | 100%                                  |       |
| 99%                            |       | 90%                                   |       |
| 98%                            |       | 80%                                   |       |
| 97%                            |       | 70%                                   |       |
| 96%                            |       | 60%                                   |       |
| 95%                            |       | 50%                                   |       |
| 94%                            |       | 40%                                   |       |
| 93%                            |       | 30%                                   |       |
| 92%                            |       | 20%                                   |       |
| 91%**[THRESHOLD]**             |       | 10%                                   |       |
| 90% and below                  |       | 0%                                    |       |

 

**4.    VestingPercentages for Executives**

 

| 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%                                   |

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| 97%                |   | 70% |
|--------------------|--------|-----|
| 96%                |   | 60% |
| 95%                |   | 50% |
| 94%                |   | 40% |
| 93%                |   | 30% |
| 92%                |   | 20% |
| 91%**[THRESHOLD]** |   | 10% |
| 90% and below      |   | 0%  |

 

**C.            Conditions**

With respect to employeesof certain of the Corporation’s International Subsidiaries, the Board ofDirectors acknowledges that the 2006 AIP may contradict contractual provisionscurrently in place with certain international employees.  To the extent this is determined to be thecase, the terms of the respective contract shall govern (not the terms of the2006 AIP).

For all ParticipatingEmployees (other than the Executives), it has been the Corporation’s practicethat a certain portion of the employee’s annual incentive plan award be tieddirectly to the employee’s performance. To the extent it is determined that a 2006 AIP Award is due to aParticipating Employee based on the criteria set forth herein, the employee’smanager shall continue to have the ability to determine whether the employee’s2006 AIP Award shall be reduced for failure on the part of the employee to meetpersonal objectives set for the employee during the year; provided, however,that the portion of the employee’s 2006 AIP Award attributable solely to theCorporation’s performance in 2006 may not be reduced by the manager withoutapproval of the Compensation Committee of the Board of Directors.  For purposes of example only, under theCorporation’s current annual incentive plan guidelines, 50% of any performanceaward due to a Director of Transaction Network Services, Inc. is tied topersonal performance and 50% of the award is tied to corporateperformance.  Accordingly, if such Directoris due a $10,000 2006 AIP Award hereunder, the payment of $5,000 of such awardshall be subject to the discretion of the Director’s manager based on theachievement by the Employee of personal objectives for 2006.

To the extent that no2006 AIP Award is due hereunder for a Participating Employee, the Corporationshall not pay an annual incentive bonus or other similar payment to theemployee without the approval of the Compensation Committee of the Board ofDirectors.

No 2006 AIP Award shallbe paid to a Participating Employee to the extent that payment of the awardwould result in the Corporation failing to attain the respective Target 2006EBITDA.  For purposes of example only,assuming that (x) the Target 2006 Gross Revenue and the Target 2006 EBITDA forDomestic Participating Employees are $40 million and $15 million, respectively,(y) the actual 2006 gross revenues and EBITDA (exclusive of any bonus accrual)for the Corporation and the Domestic Subsidiaries are 

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$42 million and $16million, respectively, and (z) the aggregate bonus pool due and payablehereunder to Domestic Participating Employees in respect of such operatingresults is $1.5 million, then the bonus pool shall be reduced by $500,000 (from$1.5 million to $1 million) as payment of the entire $1.5 million bonus wouldcause actual 2006 EBITDA to be less than Target 2006 EBITDA by $500,000.

For Executives, whencalculating any amount due for performance above the Target 2006 Gross Revenueand EBITDA levels, the calculation shall be made after giving effect to thepayment of annual incentive bonuses to all Participating Employees in respectof performance up to such Target levels. For purposes of example only, if (i) Target 2006 Gross Revenue andTarget 2006 EBITDA for Domestic Participating Employees are $40 million and $15million, respectively, (y) actual 2006 Gross Revenue and EBITDA (exclusive ofany bonus accrual) for the Corporation and the Domestic Subsidiaries are $45million and $19 million, respectively, and (z) the aggregate bonus pool due andpayable hereunder to Domestic Participating Employees in respect of suchoperating results (i.e., for attaining Target 2006 Gross Revenue and EBITDA) is$3.0 million (the “2006 Target Level Bonus Pool), then the bonus pool availablefor achievement in excess of the 2006 Target Levels shall be $1 million (i.e.,the amount actual 2006 EBITDA ($19 million - $3 million) exceeds 2006 TargetEBITDA ($15 million)).  After givingeffect to the payment of the 2006 Target Level Bonus Pool, the bonus due andpayable to an Executive (who is being measured on the operating results of theCorporation and its Domestic Subsidiaries) for performance in excess of Target2006 EBITDA and Target 2006 Gross Revenue levels would be:

(i)                                     inrespect of actual 2006 Gross Revenue for the Corporation and its DomesticSubsidiaries, (1) 50% of the respective Target 2006 AIP Award for the Executivemultiplied by 200% (as actual 2006 Gross Revenue was 112.5% of Target2006 Gross Revenue (i.e., $45 million/$40 million)) less (2) 50% of therespective Target 2006 AIP Award for the Executive multiplied by 100%(representing the portion of the 2006 Target Level Bonus Pool due to theExecutive in respect of attainment of Target 2006 Gross Revenue); plus

(ii)                                  inrespect of 2006 EBITDA for the Corporation and its Domestic Subsidiaries, (1)50% of the respective Target 2006 AIP Award for the Executive multiplied by160% (as actual 2006 EBITDA (after payment of the 2006 Target Level Bonus Pool)was 106% of Target 2006 EBITDA (i.e., $16 million/$15 million)) less (2) 50% ofthe respective Target 2006 AIP Award for the Executive multiplied by100% (representing the portion of the 2006 Target Level Bonus Pool due to theExecutive for attainment of Target 2006 EBITDA).

To be eligible for a 2006AIP Award, the individual must be an employee of the Corporation or one of itssubsidiaries on the date the 2006 AIP Award is paid to Participating Employees.

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**D.            Timing and Payment**

The CompensationCommittee of the Board of Directors shall make a determination as to the 2006AIP Award, if any, payable to each Participating Employee within the 60-dayperiod immediately following December 31, 2006, and the Corporation shall payany 2006 AIP Award within 75 days following December 31, 2006.

 

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