THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Keane, Inc. (KEA)

4/6/2006 Proxy Information

In February 1985, the Company entered into a lease, which subsequently was extended to a term of 20 years, with City Square Limited Partnership (“City Square”), pursuant to which the Company leased approximately 34,000 square feet of office and development space in a building located at Ten City Square, in Boston, Massachusetts. As of December 31, 2005, the Company leased approximately 88% of this building and the remaining 12% was occupied by other tenants. John F. Keane, Chairman of the Board of the Company, and Philip J. Harkins, a director of the Company, are limited partners of City Square. Based upon its knowledge of lease payments for comparable facilities in the Boston area, the Company believes that the lease payments under this lease, which were approximately $1.0 million per year ($30.00 per square foot) for the remainder of the lease term (until February 2006), plus specified percentages of any annual increases in real estate taxes and operating expenses were approximately $0.2 million per year, were, at the time the Company entered into the lease, as favorable to the Company as those which could have been obtained from an independent third party. As a result of its occupancy of the New Facility (as described below), the Company vacated Ten City Square and obtained a subtenant for approximately 17% of Ten City Square. In February 2006, the Company’s lease for Ten City Square expired and the building was sold to a third party.

In October 2001, the Company entered into a lease with Gateway Developers LLC (“Gateway LLC”) for a term of 12 years, pursuant to which the Company agreed to lease approximately 95,000 square feet of office and development space in a building located at 100 City Square in Boston, Massachusetts (the “New Facility”). The Company leases approximately 57% of the New Facility and the remaining 43% is, or will be, occupied by other tenants. John Keane Family LLC is a member of Gateway LLC. The members of John Keane Family LLC are trusts for the benefit of John F. Keane, Chairman of the Board of the Company, and his immediate family members, including Brian T. Keane and John F. Keane, Jr.

On October 31, 2001, Gateway LLC entered into a $39.4 million construction loan with Citizens Bank of Massachusetts (the “Gateway Loan”) in connection with the New Facility and an adjacent building to be located at 20 City Square, Boston, Massachusetts. John Keane Family LLC and John F. Keane are each liable for certain obligations under the Gateway Loan if and to the extent Gateway LLC requires funds to comply with its obligations under the Gateway Loan. Stephen D. Steinour, who was a director of the Company, was Chief Executive Officer of Citizens Bank of Pennsylvania. On November 17, 2005, Mr. Steinour resigned as a member of the Board of Directors due to his promotion to President of Citizens Financial Group, Inc. and the resultant travel demands. Citizens Bank of Massachusetts and Citizens Bank of Pennsylvania are subsidiaries of Citizens Financial Group, Inc. Mr. Steinour was not involved in the approval process for the Gateway Loan. In June 2005, the Gateway Loan was refinanced to a non-recourse permanent loan with CitiGroup.

The Company began occupying the New Facility in March 2003. Based upon its knowledge of lease payments for comparable facilities in the Boston area, the Company believes that the lease payments under the lease for the New Facility, which are approximately $3.2 million per year ($33.00 per square foot for the first 75,000 square feet and $35.00 per square foot for the remainder of the premises) for the first six years of the lease term and approximately $3.5 million per year ($36.00 per square foot for the first 75,000 square feet and $40.00 per square foot for the remainder of the premises) for the remainder of the lease term, plus specified percentages of any annual increases in real estate taxes and operating expenses, were, at the time the Company entered into the lease, as favorable to the Company as those which could have been obtained from an independent third party. Lease payments to Gateway LLC in 2005 were approximately $3.5 million.

In July 2003, the Company’s Audit Committee approved a related party transaction involving a director of Keane. The Company sub-contracted with ArcStream to develop and assist in the implementation of a wireless electronic application at two customer sites. In accordance with this transaction, the Company agreed to pay ArcStream a royalty fee for potential future installations during the seven-year license period. John F. Keane, Jr., a director of Keane, was Chief Executive Officer, director and founder of ArcStream. John F. Keane, Jr. is the son of John F. Keane, Sr., the Chairman of the Company’s Board of Directors, and the brother of Brian T. Keane, the Company’s President, Chief Executive Officer and a director. Effective June 21, 2004, the Company’s Audit Committee approved the termination of the Company’s agreement with ArcStream and a payment of $150,000 by the Company to ArcStream in exchange for a release of all parties from any further performance or payment obligations under the original agreement. The termination was for convenience and was not related to ArcStream’s performance under the agreement. During the year ended December 31, 2005, the Company did not make any payments to ArcStream.

On April 4, 2005, the Company acquired certain assets and assumed specified liabilities of ArcStream for a base purchase price of zero ($0.00) dollars, subject to a working capital adjustment, and additional consideration based on the performance of the ArcStream business during the remainder of 2005. In addition, in connection with the transaction, John Keane, Jr., agreed to guarantee certain indemnification obligations of ArcStream and the Company agreed to pay John Keane, Jr. $21,875 pursuant to a consulting arrangement to assist in the transition of the acquired business. The earn-out period ended on December 31, 2005 and no earn-out consideration was paid. The transaction was approved by both the Audit Committee and the Board of Directors of the Company.

In July 2005, the Company’s Audit Committee approved a related party transaction authorizing us to provide services to Citizens Bank, N.A., in connection with the development of an internet application and related support services. As discussed above, Stephen D. Steinour was at the time a member of the Company’s Board of Directors and as of November 2005 Mr. Steinour was promoted to President of Citizen’s Financial Group, Inc. an affiliate of Citizens Bank, N.A. Under the terms of this approval, the engagement value is estimated to be approximately $1.6 million. Keane believes the rates charged under this engagement are comparable to those charged to an independent third party. During the year ended December 31, 2005, the Company received $0.2 million in payments.

4/8/2005 Proxy Information

Mr. John Keane is the father of Mr. Brian Keane, the President, Chief Executive Officer and a director of the Company, and Mr. John Keane, Jr., a director of the Company.

In February 1985, the Company entered into a lease, which subsequently was extended to a term of 20 years, with City Square Limited Partnership ("City Square"), pursuant to which the Company leased approximately 34,000 square feet of office and development space in a building located at Ten City Square, in Boston, Massachusetts. The Company currently leases approximately 88% of this building and the remaining 12% is occupied by other tenants. John F. Keane, Chairman of the Board of the Company, and Philip J. Harkins, a director of the Company, are limited partners of City Square. Based upon its knowledge of lease payments for comparable facilities in the Boston area, the Company believes that the lease payments under this lease, which will be approximately $1.0 million per year ($30.00 per square foot) for the remainder of the lease term (until February 2006), plus specified percentages of any annual increases in real estate taxes and operating expenses which will be approximately $0.2 million per year, were, at the time the Company entered into the lease, as favorable to the Company as those which could have been obtained from an independent third party. As a result of its occupancy of the New Facility (as described below), the Company vacated and has obtained a subtenant for approximately 17% of Ten City Square and is in the process of seeking a third party to sublease the remaining space.

In October 2001, the Company entered into a lease with Gateway Developers LLC ("Gateway LLC") for a term of 12 years, pursuant to which the Company agreed to lease approximately 95,000 square feet of office and development space in a building located at 100 City Square in Boston, Massachusetts (the "New Facility"). The Company leases approximately 57% of the New Facility and the remaining 43% is, or will be, occupied by other tenants. John Keane Family LLC is a member of Gateway LLC. The members of John Keane Family LLC are trusts for the benefit of John F. Keane, Chairman of the Board of the Company, and his immediate family members, including Brian T. Keane and John F. Keane, Jr.

On October 31, 2001, Gateway LLC entered into a $39.4 million construction loan with Citizens Bank of Massachusetts (the "Gateway Loan") in connection with the New Facility and an adjacent building to be located at 20 City Square, Boston, Massachusetts. John Keane Family LLC and John F. Keane are each liable for certain obligations under the Gateway Loan if and to the extent Gateway LLC requires funds to comply with its obligations under the Gateway Loan. Stephen D. Steinour, a director of the Company, is Chief Executive Officer of Citizens Bank of Pennsylvania. Citizens Bank of Massachusetts and Citizens Bank of Pennsylvania are subsidiaries of Citizens Financial Group, Inc. Mr. Steinour was not involved in the approval process for the Gateway Loan.

The Company began occupying the New Facility in March 2003. Based upon its knowledge of lease payments for comparable facilities in the Boston area, the Company believes that the lease payments under the lease for the New Facility, which will be approximately $3.2 million per year ($33.00 per square foot for the first 75,000 square feet and $35.00 per square foot for the remainder of the premises) for the first six years of the lease term and approximately $3.5 million per year ($36.00 per square foot for the first 75,000 square feet and $40.00 per square foot for the remainder of the premises) for the remainder of the lease term, plus specified percentages of any annual increases in real estate taxes and operating expenses, were, at the time the Company entered into the lease, as favorable to the Company as those which could have been obtained from an independent third party. Lease payments to Gateway LLC in 2004 were approximately $3.4 million.

In July 2003, the Company's Audit Committee approved a related party transaction involving a director of Keane. The Company sub-contracted with ArcStream, Inc. ("ArcStream") to develop and assist in the implementation of a wireless electronic application at two customer sites. In accordance with this transaction, the Company agreed to pay ArcStream a royalty fee for potential future installations during the seven-year license period. John F. Keane, Jr., a director of Keane, is Chief Executive Officer, director and founder of ArcStream. John F. Keane, Jr. is the son of John F. Keane, Sr., the Chairman of the Company's Board of Directors, and the brother of Brian T. Keane, the Company's President, Chief Executive Officer and a director. Effective June 21, 2004, the Company's Audit Committee approved the termination of the Company's agreement with ArcStream and a payment of $150,000 by the Company to ArcStream in exchange for a release of all parties from any further performance or payment obligations under the original agreement. The termination was for convenience and was not related to ArcStream's performance under the agreement. During the year ended December 31, 2004, the Company made payments of approximately $225,000 to ArcStream, including the termination payment referred to above.

On April 4, 2005, the Company acquired certain assets and assumed specified liabilities of ArcStream for a base purchase price of zero ($0.00) dollars, subject to a working capital adjustment, and additional consideration based on the performance of the ArcStream business during the remainder of 2005. As a stockholder of ArcStream, John Keane, Jr. will be entitled to a portion of any additional consideration. In addition, in connection with the transaction, John Keane, Jr., agreed to guarantee certain indemnification obligations of ArcStream and the Company agreed to pay John Keane, Jr. $21,875 pursuant to a consulting arrangement to assist in the transition of the acquired business. The transaction was approved by both the Audit Committee and the Board of Directors of the Company.

4/9/2004 Proxy Information

In February 1985, the Company entered into a lease, which subsequently was extended to a term of 20 years, with City Square Limited Partnership ("City Square"), pursuant to which the Company leased approximately 34,000 square feet of office and development space in a building located at Ten City Square, in Boston, Massachusetts. The Company currently leases approximately 88% of this building and the remaining 12% is occupied by other tenants. John F. Keane, Chairman of the Board of the Company, and Philip J. Harkins, a director of the Company, are limited partners of City Square. Based upon its knowledge of lease payments for comparable facilities in the Boston area, the Company believes that the lease payments under this lease, which will be approximately $1.0 million per year ($30.00 per square foot) for the remainder of the lease term (until February 2006), plus specified percentages of any annual increases in real estate taxes and operating expenses which will be approximately $0.2 million per year, were, at the time the Company entered into the lease, as favorable to the Company as those which could have been obtained from an independent third party. As a result of its occupancy of the New Facility (as described below), the Company is in the process of finding a third party to sublease the space it had occupied at Ten City Square.

In October 2001, the Company entered into a lease with Gateway Developers LLC ("Gateway LLC") for a term of 12 years, pursuant to which the Company agreed to lease approximately 95,000 square feet of office and development space in a building located at 100 City Square in Boston, Massachusetts (the "New Facility"). The Company leases approximately 57% of the New Facility and the remaining 43% is or will be occupied by other tenants. John Keane Family LLC is a member of Gateway LLC. The members of John Keane Family LLC are trusts for the benefit of John F. Keane, Chairman of the Board of the Company, and his immediate family members, including Brian T. Keane and John F. Keane, Jr.

On October 31, 2001, Gateway LLC entered into a $39.4 million construction loan with Citizens Bank of Massachusetts (the "Gateway Loan") in connection with the New Facility and an adjacent building to be located at 20 City Square, Boston, Massachusetts. John Keane Family LLC and John F. Keane are each liable for certain obligations under the Gateway Loan if and to the extent Gateway LLC requires funds to comply with its obligations under the Gateway Loan. Stephen D. Steinour, a director of the Company, is Chief Executive Officer of Citizens Bank of Pennsylvania. Citizens Bank of Massachusetts and Citizens Bank of Pennsylvania are subsidiaries of Citizens Financial Group, Inc. Mr. Steinour was not involved in the approval process for the Gateway Loan.

The Company began occupying the New Facility in March 2003. Based upon its knowledge of lease payments for comparable facilities in the Boston area, the Company believes that the lease payments under the lease for the New Facility, which will be approximately $3.2 million per year ($33.00 per square foot for the first 75,000 square feet and $35.00 per square foot for the remainder of the premises) for the first six years of the lease term and approximately $3.5 million per year ($36.00 per square foot for the first 75,000 square feet and $40.00 per square foot for the remainder of the premises) for the remainder of the lease term, plus specified percentages of any annual increases in real estate taxes and operating expenses, were, at the time the Company entered into the lease, as favorable to the Company as those which could have been obtained from an independent third party.

In March 2003, the Company's Audit Committee approved a related party transaction involving a director of Keane. The Company has subcontracted with Guardent, Inc. ("Guardent") for a customer project. Ms. Cirino, a director of the Company, was an executive officer and shareholder of Guardent until its acquisition by VeriSign, Inc. in February 2004. In addition, the Audit Committee authorized the Company to engage Guardent as a sub-contractor for the purpose of providing future services to Keane's customers. No payment to Guardent for a single engagement may exceed $75,000 and no payment to Guardent for all engagements in any calendar year may exceed $250,000. As of December 31, 2003, the Company had made aggregate payments to Guardent of approximately $143,000 pursuant to these arrangements.

In July 2003, the Company's Audit Committee approved an additional related party transaction involving a director of Keane. The Company sub-contracted with ArcStream, Inc. ("ArcStream") to develop and assist in the implementation of a wireless electronic application at two customer sites. In accordance with this transaction, the Company may pay ArcStream a royalty fee for potential future installations of the application during the licensing period for the next seven years. John F. Keane, Jr., a director of Keane, is Chief Executive Officer, director and founder of ArcStream. John F. Keane, Jr. is the son of John F. Keane, Sr., the Chairman of the Company's Board of Directors, and the brother of Brian T. Keane, the Company's President, Chief Executive Officer and a director. As of December 31, 2003, the Company had made aggregate payments to ArcStream of approximately $112,000 pursuant to these arrangements.

John F. Keane was Executive Vice President and a member of the Office of the President of Keane, Inc. from September 1997 to July 2000, Senior Vice President from December 1996 to September 1997, and an Area Vice President from December 1994 to December 1996. From January 1994 to December 1994, Mr. Keane served as a Business Area Manager of Keane, acted as manager of Software Reengineering from July 1992 to January 1994 and served as Director of Corporate Development from January 1991 to July 1992.

4/9/2003 Proxy Information

In February 1985, the Company entered into a lease, which subsequently was extended to a term of 20 years, with City Square Limited Partnership, pursuant to which the Company leased approximately 34,000 square feet of office and development space in a building located at Ten City Square, in Boston, Massachusetts. The Company now leases approximately 88% of this building and the remaining 12% is occupied by other tenants. John F. Keane, Chairman of the Board of the Company, and Philip J. Harkins, a director of the Company, are limited partners of City Square. Based upon its knowledge of rental payments for comparable facilities in the Boston area, the Company believes that the rental payments under this lease, which will be approximately $850,000 per year ($25.00 per square foot) for the remainder of the lease term (until February 2006), plus specified percentages of any annual increases in real estate taxes and operating expenses, were, at the time the Company entered into the lease, as favorable to the Company as those which could have been obtained from an independent third party. As a result of its occupancy of the New Facility (as described below), the Company is in the process of seeking a third party to sublease the space it occupies at Ten City Square.

In October 2001, the Company entered into a lease with Gateway Developers LLC ("Gateway LLC") for a term of twelve years, pursuant to which the Company agreed to lease approximately 95,000 square feet of office and development space in a building located at 100 City Square in Boston, Massachusetts (the "New Facility"). The Company leases approximately 57% of the New Facility and the remaining 43% is or will be occupied by other tenants. John Keane Family LLC is a member of Gateway LLC. The members of John Keane Family LLC are trusts for the benefit of John F. Keane, Sr., Chairman of the Board of the Company, and his immediate family members.

On October 31, 2001, Gateway LLC entered into a $39,400,000 construction loan with Citizens Bank of Massachusetts (the "Gateway Loan") in connection with the New Facility and an adjacent building to be located at 20 City Square, Boston, Massachusetts. John Keane Family LLC and John F. Keane are each liable for certain obligations under the Gateway Loan if and to the extent Gateway LLC requires funds to comply with its obligations under the Gateway Loan. Stephen D. Steinour, a director of the Company, is Chief Executive Officer of Citizens Bank of Pennsylvania. Citizens Bank of Massachusetts and Citizens Bank of Pennsylvania are subsidiaries of Citizens Financial Group, Inc.

The Company began occupying the New Facility in March 2003. Based upon its knowledge of rental payments for comparable facilities in the Boston area, the Company believes that the rental payments under the lease for the New Facility, which will be approximately $3.2 million per year ($33.00 per square foot for the first 75,000 square feet and $35.00 per square foot for the remainder of the premises) for the first six years of the lease term and approximately $3.5 million per year ($36.00 per square foot for the first 75,000 square feet and $40.00 per square foot for the remainder of the premises) for the remainder of the lease term, plus specified percentages of any annual increases in real estate taxes and operating expenses, were, at the time the Company entered into the lease, as favorable to the Company as those which could have been obtained from an independent third party.

In December 2002, the Company's Audit Committee and Board of Directors each approved two related party transactions involving directors of the Company. The Company has subcontracted with Guardent, Inc. ("Guardent") for a customer project involving the State of California. Ms. Cirino, a director of the Company, is an executive officer and shareholder of Guardent. The payments from the Company to Guardent are not expected to exceed approximately $160,000. The Company repurchased 400,000 shares of Common Stock from Mr. Fain, a director of the Company. These shares were repurchased on December 6, 2002 in a negotiated transaction at a price of $9.50 per share for an aggregate purchase price of $3,800,000. The closing price for the Company's Common Stock on the American Stock Exchange on December 6, 2002 was $9.65.

In addition, during 2002 an entity associated with Mr. Fain performed consulting services for the Company relating to the research, analysis and negotiation of acquisition opportunities. The Company paid this entity associated with Mr. Fain $10,000 a month, or an aggregate amount of $80,000, for these services. The Company has since terminated this arrangement.