THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

TAL International Group, Inc. (TAL)

4/21/2006 Proxy Information

Management Agreements

The Jordan Company, L.P.

In consideration for arranging, structuring and negotiating the acquisition of our company in November 2004 and related financings, at the closing of the acquisition of our company in November 2004, we entered a management consulting agreement, pursuant to which, among other things, we agreed to pay The Jordan Company, L.P. a quarterly management fee. Under the management consulting agreement, The Jordan Company, L.P. rendered consulting services to us in connection with our acquisitions, divestitures and investments, our financial and business affairs, our relationships with our lenders, stockholders and other third parties, and the expansion of our business. For the fiscal year ended December 31, 2005, we accrued total management fees of $3.2 million payable to The Jordan Company, L.P. The Resolute Funds, which are current stockholders of our company, are managed by The Jordan Company, L.P. Messrs. Caputo, Higgins, Jordan, Zalaznick and Zych, each of whom are members of our Board of Directors, are partners, principals and/or officers of The Jordan Company, L.P. The management consulting agreement was terminated by us on October 17, 2005 in connection with our initial public offering. Klesch & Company Limited. In consideration for arranging, structuring and negotiating the acquisition of our company in November 2004 and related financings, at the closing of the acquisition of our company in November 2004, we entered a management advisory agreement, pursuant to which, among other things, we agreed to pay Klesch & Company Limited a quarterly management fee. Under the management advisory agreement, Klesch & Company Limited rendered consulting services to us in connection with our acquisitions, divestitures and investments, our financial and business affairs, our relationships with our lenders, stockholders and other third parties, and the expansion of our business. For the fiscal year ended December 31, 2005, we accrued total management fees of $1.7 million payable to Klesch & Company Limited. Klesch & Company Limited is an affiliate of Seacon Holdings Limited, which is a current stockholder of our company. The management advisory agreement was terminated by us on October 17, 2005 in connection with our initial public offering.

Tax Sharing Agreement

We have entered into a tax sharing agreement with our U.S. subsidiaries. Under the agreement, our subsidiaries consent to filing consolidated U.S. federal income tax returns with us for any taxable year for which a consolidated return can be filed and each taxable year thereafter. For each taxable year during which a subsidiary is included in a consolidated federal income tax return, each subsidiary will pay us an amount equal to its allocated federal tax liability for that taxable year and all prior years, with certain adjustments as set forth in the agreement.

Shareholders Agreement

Certain of our stockholders have entered in a shareholders agreement setting forth certain rights and restrictions relating to ownership of our securities. The shareholders agreement provides that certain of the parties thereto, which parties as of December 31, 2005, collectively beneficially own approximately 60.3% of our Common Stock (including shares issuable upon exercise of vested stock options), will vote their respective shares such that our Board of Directors will be comprised of:

eight directors consisting of:

six individuals designated by The Resolute Fund, L.P. and its affiliated funds; and

two independent directors designated by our Nominating and Corporate Governance Committee; and

By October 17, 2006, nine directors consisting of:

six individuals designated by The Resolute Fund, L.P. and its affiliated funds; and

three independent directors designated by our Nominating and Corporate Governance Committee.

Additionally, the shareholders agreement provides that, subject to certain permitted transfers, no party thereto may transfer any shares of our Common Stock (other than any such shares acquired pursuant to open market transactions or pursuant to equity or option awards that are granted under our incentive plans either concurrently with or following the consummation of our initial public offering in October 2005) in excess of the shares of Common Stock received by such party in connection with the Preferred Share Exchange until the earlier of the fifth anniversary of the consummation of our initial public offering or such earlier time as the parties thereto shall have collectively transferred at least 90% of the aggregate number of shares of Common Stock received by all such parties in connection with the Preferred Share Exchange.