THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Administaff, Inc. (ASF)

3/17/2006 Proxy Information

Our Ship Limited Partnership, Ltd. (“Our Ship”), which is a family limited partnership owned by Mr. Paul Sarvadi, Chairman of the Board and Chief Executive Officer of the Company, and members of his immediate family, is a client of the Company. In 2005, Our Ship paid comprehensive service fees of $117,607 ($51,684 net of payroll costs) to the Company. Mr. Sarvadi’s brother is an owner and officer of a company that is a client of the Company. In 2005, that company paid comprehensive service fees totaling $221,955 ($81,032 net of payroll costs) to the Company. Mr. Sarvadi’s son-in-law is an owner and officer of a company that is a client of the Company. In 2005, that company paid comprehensive service fees totaling $78,493 ($15,593 net of payroll costs) to the Company.

Mr. Fields owns two companies that are clients of Administaff. Please see “Corporate Governance Matters — Determination of Director Independence” for information regarding payments these companies made to Administaff in 2005. 3/18/2005 Proxy Information

Our Ship Limited Partnership, Ltd. (“Our Ship”), which is a family limited partnership owned by Mr. Paul Sarvadi, Chairman of the Board and Chief Executive Officer of the Company, and members of his immediate family, is a client of the Company. In 2004, Our Ship paid comprehensive service fees of $63,759.12 ($26,059.12 net of payroll costs) to the Company. Mr. Sarvadi’s brother is an owner and officer of two companies that are clients of the Company. In 2004, the two companies paid comprehensive service fees totaling $1,300,455.53 ($316,711.18 net of payroll costs) to the Company.

3/16/2004 Proxy Information

Our Ship Limited Partnership, Ltd. (“Our Ship”), which is a family limited partnership owned by Mr. Paul Sarvadi, Chairman of the Board and Chief Executive Officer of the Company, and members of his immediate family, is a client of the Company. In 2003, Our Ship paid comprehensive service fees of $59,349 ($23,540 net of payroll costs) to the Company. Mr. Sarvadi’s brother is an owner and officer of two companies that are clients of the Company. In 2003, the two companies paid comprehensive service fees totaling $1,541,988 ($369,848 net of payroll costs) to the Company.

In March 1998, the Company completed a Securities Purchase Agreement (the “Agreement”) with American Express Travel Related Services Company, Inc. (“American Express”) whereby the Company sold to American Express units consisting of shares of Common Stock and warrants to purchase additional shares of Common Stock for a total purchase price of $17.7 million. The warrants had exercise prices ranging from $20 to $40 per share (as adjusted for the 2-for-1 split of the Common Stock effected in October 2000) and terms ranging from three to seven years. On March 5, 2002, American Express exercised warrants to purchase 526,271 shares of Common Stock at $25.00 per share. The Company repurchased the 526,271 shares of Common Stock from American Express for a per share price of $27.02, which was the closing price of the shares on the New York Stock Exchange Composite Transaction Tape on March 5, 2002. On February 25, 2003, the Company purchased 1,286,252 shares of Common Stock from American Express at a purchase price of $6.00 per share. As a result of this transaction and the subsequent expiration of warrants to purchase shares of Common Stock, American Express no longer beneficially owns five percent of the Common Stock of the Company.

In March 1998, the Company entered into a Marketing Agreement with American Express, under which American Express is utilizing its resources and working jointly with the Company to generate appointments with prospects for the Company’s services from the American Express customer base in certain markets. In addition, certain American Express services are included in the Company’s My MarketPlaceSM offerings. The Company pays a commission to American Express based upon the number of worksite employees paid after being referred to the Company pursuant to the Marketing Agreement and the total number of worksite employees paid by the Company. In 2003, the Marketing Agreement produced 13.2% of the Company’s sales leads and 7.9% of new worksite employees sold. In 2003, the Company paid commissions totaling $1,836,935 to American Express under this agreement. The Marketing Agreement expires at the end of 2005 for existing markets, but was extended until the end of 2006 for new markets opened after 2002 through 2005.

3/20/2003 Proxy Information

In June 1995, Richard G. Rawson, Executive Vice President of Administration, Chief Financial Officer, Treasurer and a director of the Company, exercised options to purchase 897,334 shares of Common Stock (as adjusted for the 2-for-1 split of the Common Stock effected in October 2000) at a price of $1.50 per share (as adjusted for the 2-for-1 split of the Common Stock effected in October 2000). The purchase price was paid in cash by Mr. Rawson. In connection with the exercise of the options, the Company entered into a loan agreement with Mr. Rawson in the amount of approximately $694,000, whereby the Company paid certain federal income tax withholding requirements related to the stock option exercise. This loan was paid in full in June 2002. The loan accrued interest at 6.93%; however, pursuant to an understanding Mr. Rawson had with the Company, in each year that the loan was outstanding, Mr. Rawson received a bonus equal to the interest paid by Mr. Rawson on the loans, plus any applicable taxes due on such component of his bonus.

Our Ship Limited Partnership, Ltd. ("Our Ship"), which is a family limited partnership owned by Mr. Paul Sarvadi, President and Chief Executive Officer of the Company, and members of his immediate family, is a client of the Company. In 2002, Our Ship paid comprehensive service fees of $86,167 ($24,689 net of payroll costs) to the Company. Mr. Sarvadi's brother is an owner and officer of three companies that are clients of the Company. In 2002, the three companies paid comprehensive service fees totaling $2,305,191 ($537,102 net of payroll costs) to the Company.

In March 1998, the Company completed a Securities Purchase Agreement (the "Agreement") with American Express Travel Related Services Company, Inc. ("American Express") whereby the Company sold to American Express units consisting of shares of Common Stock and warrants to purchase additional shares of Common Stock for a total purchase price of $17.7 million. The warrants had exercise prices ranging from $20 to $40 per share (as adjusted for the 2-for-1 split of the Common Stock effected in October 2000) and terms ranging from three to seven years. On March 5, 2002, American Express exercised warrants to purchase 526,271 shares of Common Stock at $25.00 per share. The Company repurchased the 526,271 shares of Common Stock from American Express for a per share price of $27.02, which was the closing price of the shares on the New York Stock Exchange Composite Transaction Tape on March 5, 2002. On February 25, 2003, the Company purchased 1,286,252 shares of Common Stock from American Express at a purchase price of $6.00 per share.

In March 1998, the Company entered into a Marketing Agreement with American Express, under which American Express is utilizing its resources and working jointly with the Company to generate appointments with prospects for the Company's services from the American Express customer base in certain markets. In addition, certain American Express services are included in the Company's My MarketPlace(SM) offerings. The Company pays a commission to American Express based upon the number of worksite employees paid after being referred to the Company pursuant to the Marketing Agreement and the total number of worksite employees paid by the Company. In 2002, the Marketing Agreement produced 17.4% of the Company's sales leads and 16.6% of new worksite employees sold. In 2002, the Company paid commissions totaling $1.9 million to American Express under this agreement. The Marketing Agreement expires at the end of 2005 for existing markets, but was recently extended until the end of 2006 for new markets opened after 2002 through 2005.