[] [Company No.: 203047 AMENDED AND RESTATED on 29 September, 2010 THIRD AMENDED AND RESTATED MEMORANDUM AND THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF TAL EDUCATION GROUP th Incorporated on the 10 IN THE CAYMAN ISLANDS THE COMPANIES LAW (2010 Revision) THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TAL EDUCATION GROUP 1. The name of the Company is TAL] [Name of Company: TAL EDUCATION GROUP Number: Share(s): [name of shareholder] Issued to: Dated Transferred from: TAL EDUCATION GROUP Number Share(s) US$[ ] [ ] Class A Common Shares US$0.001 [ ] Class B Common Shares US$0.001 Incorporated under the laws of the Cayman Islands [name of shareholder] [no. of share] THIS IS TO CERTIFY THAT GIVEN UNDER the common] [AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Dated this 12th Day of August 2009 by and among Xueersi International Education Group, BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, KTB/UCI China Ventures II Limited, TIGER GLOBAL FIVE CHINA HOLDINGS and CERTAIN ADDITIONAL PARTIES NAME HEREIN SHAREHOLDERS’ AGREEMENT 1. DEFINITIONS AND INTERPRETATION 3 1.1 DEFINITIONS. 3 1.2] [TAL Education Group ________ 2010 Dear Sirs TAL Education Group Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to TAL Education Group (the “ 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents: 1.1 the certificate of incorporation dated 8 January 2008;] [___, 2010 TAL Education Group Re: American Depositary Shares of TAL Education Group (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records as we have deemed necessary or appropriate as a] [, 2010 To: TAL Education Group Re: Legal Opinion on Certain PRC Law Matters PRC We are qualified lawyers of the People’s Republic of China (the “ Company Offering ADSs Prospectus We have acted as PRC legal counsel to TAL Education Group (the “ A. Documents Examined, Definition and Information Provided In connection with the furnishing of this opinion, we] [TAL EDUCATION GROUP 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of this TAL Education Group 2010 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [EXECUTION Dated February 12, 2009 (1) TAL group (2) ZHANG Bangxin ( ) (3) CAO Yundong ( ) (4) LIU Yachao ( ) (5) BAI Yunfeng ( ) (6) KTB/UCI China Ventures II Limited (7) TAL Group Limited (8) TAL Education Technology (Beijing) Co., Ltd. ( ) (9) Beijing Xueersi Education Technology Co., Ltd. ( ) (10) Beijing Xueersi Network] [SHARE PURCHASE AGREEMENT Dated this 12th Day of August 2009 by and among BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, TIGER GLOBAL FIVE CHINA HOLDINGS KTB CHINA OPTIMUM FUND and CERTAIN ADDITIONAL PARTIES NAMED HEREIN SHARE PURCHASE AGREEMENT TABLE OF CONTENTS 1. PURCHASE AND SALE OF COMMON SHARES 3 1.1 Sale of Common] [ASSUMPTION AGREEMENT Company New KTB Investor THIS ASSUMPTION AGREEMENT is made the 4th day of September, 2009, by and between Xueersi International Education Group (the “ The Company and the New Investor shall be referred to collectively as the Parties. WHEREAS (A) Purchase Agreement Shareholders Agreement As of August 12, 2009, the Company, certain existing shareholders of the Company and] [FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claim Agent Indemnification Event (i) 1 Expenses in settlement (if, and only if, such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) (the “ Derivative Actions] [FORM OF EMPLOYMENT AGREEMENT Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, the Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (“ Party A: TAL Education Technology (Beijing) Co., Ltd. Party B refers to each of: (1) Beijing Xueersi Education Technology Co., Ltd. Party C refers to each of: Bangxin Zhang, ID Card No. 321182198010012913; Party Parties (Each of Party A, Party B, Affiliated Entities of Party B and Party] [Call Option Agreement The Call Option Agreement, dated as of February 12, 2009, is made by and among the following parties: Party A: TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“PRC”) with its legal address at No.1 Floor 2, Suzhou Street, Haidian] [Equity Pledge Supplemental Agreement Agreement This Equity Pledge Supplemental Agreement (“ Party A: PRC TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“ Party B refers to each of: Bangxin Zhang, ID Card No. 321182198010012913 Yundong Cao, ID Card No. 372831197910205618 Yachao Liu,] [Equity Pledge Supplemental Agreement Agreement This Equity Pledge Supplemental Agreement (“ Party A: PRC TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“ Party B refers to each of: Bangxin Zhang, ID Card No. 321182198010012913 Party C: rd Beijing Xueersi Network Technology Co.,] [Powers of Attorney Xueersi Education Xueersi Network WFOE Powers of Attorney We, Bangxin Zhang, Yundong Cao, Yachao Liu and Yunfeng Bai, collectively own 100% of the equity interests of Beijing Xueersi Education Technology Co., Ltd. (“ Agent We exclusively authorize WFOE or its designated representative(s) (“ 1. Attending shareholders’ meetings of Xueersi Education and Xueersi Network; 2. Without limiting the] [List of the Subsidiaries and Affiliated Entities of TAL Education Group Name Jurisdiction of Incorporation Subsidiaries: Beijing Huanqiu Zhikang Shidai Education Consulting Co., Ltd. PRC Wholly-owned subsidiary Beijing Yidu Huida Education Technology Co., Ltd. PRC Wholly-owned subsidiary TAL Education Technology (Beijing) Co., Ltd. PRC Wholly-owned subsidiary Xueersi International Education Group Limited Hong Kong Wholly-owned subsidiary Affiliated Entities: Beijing Xueersi Education] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated July 1, 2010, except for Note 23, as to which the date is September 29, 2010, relating to the consolidated financial statements of TAL Education Group and its subsidiaries and variable interest entities as of February 28,] [August 16, 2010 Board of Directors Subject: Written Consent of iResearch EX-23.4 21 h04316exv23w4.htm EX-23.4] [Board of Directors Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 22 h04316exv23w5.htm EX-23.5] [September 27, 2010 TAL Education Group Ladies and Gentlemen: Sincerely yours, Jane Jie Sun EX-23.6 23 h04316exv23w6.htm EX-23.6] [September 29, 2010 TAL Education Group Ladies and Gentlemen: Sincerely yours, Wai Chau Lin EX-23.7 24 h04316exv23w7.htm EX-23.7] [TAL EDUCATION GROUP (Adopted by the Board of Directors of I. PURPOSE This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • • • prompt internal reporting of violations of the Code; and • accountability for adherence to]

[] [Company No.: 203047 AMENDED AND RESTATED on 29 September, 2010 THIRD AMENDED AND RESTATED MEMORANDUM AND THIRD AMENDED AND RESTATED ARTICLES OFSOCIATION OF TAL EDUCATION thorporated on the 10 IN THEYMAN ISLANDS THEMPANIES LAW (2010 Revision) THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF TAL EDUCATION] [Name ofmpany: TAL EDUCATION Number: Share(s): [name of shareholder] Issued to:ted Transferred from: TAL EDUCATION Number Share(s) US$[ ] [ ] ClassAmmon Shares US$0.001 [ ] ClassBmmon Shares US$0.001orporated under the laws of theyman Islands [name of shareholder] [no. of share] THIS IS TO CERTIFY THAT] [AMENDED AND RESTATED SHAREHOLDERSREEMENTted this 12thy of August2009 by and among Xueersi International Education, BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, KTB/UCI China Ventures II Limited, TIGER GLOBAL FIVE CHINAS and CERTAINDITIONAL PARTIES NAME HEREIN SHAREHOLDERSREEMENT 1.] [TAL Education ________ 2010 Dear Sirs TAL Educationmpany Registration StatementSs Shares We have actedyman Islands legalvisers to TAL Education (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals,pies or final drafts of the following documents: 1.1] [___, 2010 TAL Education Re: American Depositary Shares of TAL Education (thempany) Ladies and Gentlemen: Innnection with rendering the opinion set forth below, we have examined and relied on originals orpies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records we have deemed necessary or appropriate a basis for] [, 2010 To: TAL Education Re: Legal Opinion on Certain Law Matters We are qualified lawyers of the Peoples Republic of China (thempany OfferingSs Prospectus We have acted legalunsel to TAL Education (the A. Documents Examined, Definition and Information Provided Innnection with the furnishing of this opinion, we have examinedpies, certified or otherwise identified to] [TAL EDUCATION 2010 SHAREENTIVE PLAN ARTICLE 1 PURPOSE Planmpany The purpose of this TAL Education 2010 Shareentive Plan (the ARTICLE 2 DEFINITIONS ANDNSTRUCTION Wherever the following terms are used in the Plan they shall have the meaningsecified below, unless thentext clearly indicates otherwise. The singular pronoun shalllude the plural where thentext so indicates.] [EXECUTIONted February12, 2009 (1)TAL (2)ZHANG Bangxin ( ) (3)CAO Yundong ( ) (4)LIU Yachao ( ) (5)BAI Yunfeng ( ) (6)KTB/UCI China Ventures II Limited (7)TAL Limited (8)TAL Education Technology (Beijing) ( ) (9)Beijing Xueersi Education Technology ( ) (10)Beijing Xueersi Network Technology] [SHARE PURCHASEREEMENTted this 12thy of August2009 by and among BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, TIGER GLOBAL FIVE CHINAS KTB CHINA OPTIMUM FUND and CERTAINDITIONAL PARTIES NAMED HEREIN SHARE PURCHASEREEMENT TABLE OFNTENTS 1. PURCHASE ANDLE OFMMON SHARES] [ASSUMPTIONREEMENTmpany New KTB Investor THISSUMPTIONREEMENT is made the 4thy of September, 2009, by and between Xueersi International Education (the Thempany and the New Investor shall be referred tollectively the Parties. WHEREAS (A) Purchasereement Shareholdersreement of August12, 2009, thempany, certain existing shareholders of thempany and certain other parties entered into a Share Purchasereement (the] [FORM OF DIRECTOR AND OFFICER INDEMNIFICATIONREEMENT INDEMNIFICATIONREEMENTreementmpany Indemnitee This WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claiment Indemnification Event (i) Expenses in settlement (if, and only if, such settlement is approved invance by thempany, which approval shall not be unreasonably withheld) (the] [FORM OF EMPLOYMENTREEMENTreementmpany Executive This EMPLOYMENTREEMENT (the RECITALS WHEREAS, thempany desires to employ the Executive and tosure itself of the services of the Executive during the term of Employment (as defined below) and under the terms andnditions of thereement; WHEREAS, the Executive desires to be employed by thempany during the term of Employment and under] [Exclusive Businessoperationreementreement This Exclusive Businessoperationreement ( Party A: TAL Education Technology (Beijing) Party B refers to each of: (1)Beijing Xueersi Education Technology Party C refers to each of: Bangxin Zhang, IDrd No.321182198010012913; Party Parties (Each of Party A, Party B, Affiliated Entities of Party B and Party C, a] [Call Optionreement Thell Optionreement,ted of February12, 2009, is made by and among the following parties: Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC) with its legaldress at No.1 Floor 2, Suzhou Street, Haidian District, Beijing.] [Equity Pledge Supplementalreementreement This Equity Pledge Supplementalreement ( Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China ( Party B refers to each of: Bangxin Zhang, IDrd No.321182198010012913] [Equity Pledge Supplementalreementreement This Equity Pledge Supplementalreement ( Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China ( Party B refers to each of: Bangxin Zhang, IDrd No.321182198010012913] [Powers of Attorney Xueersi Education Xueersi Network WFOE Powers of Attorney We, Bangxin Zhang, Yundongo, Yachao Liu and Yunfeng Bai,llectively own 100% of the equity interests of Beijing Xueersi Education Technology (ent We exclusively authorize WFOE or its designated representative(s) ( 1. Attending shareholders meetings of Xueersi Education and Xueersi Network;] [List of the Subsidiaries and Affiliated Entities of TAL Education Name Jurisdiction oforporation Subsidiaries: Beijing Huanqiu Zhikang Shidai Educationnsulting Wholly-owned subsidiary Beijing Yidu Huida Education Technology Wholly-owned subsidiary TAL Education Technology (Beijing) Wholly-owned subsidiary Xueersi International Education Limited] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Registration Statement on Form F-1 of our reportted July1, 2010, except for Note 23, to which thete is September 29, 2010, relating to thensolidated financial statements of TAL Education and its subsidiaries and variable interest entities of February28, 2009 and 2010, and] [August16, 2010 Board of Directors Subject: Writtennsent of iResearch EX-23.4 h04316exv23w4.htm 21 EX-23.4] [Board of Directors Subject: WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 h04316exv23w5.htm 22 EX-23.5] [September27, 2010 TAL Education Ladies and Gentlemen: Sincerely yours, Jane Jie Sun EX-23.6 h04316exv23w6.htm 23 EX-23.6] [September29, 2010 TAL Education Ladies and Gentlemen: Sincerely yours, Wai Chau Lin EX-23.7 h04316exv23w7.htm 24 EX-23.7] [TAL EDUCATION (Adopted by the Board of Directors of I. PURPOSE Thisde is designed to deter wrongdoing and to promote: honest and ethicalnduct,luding the ethical handling of actual or apparentnflicts of interest between personal and professional relationships; prompt internal reporting of violations of thede; and]