[] [TAL EDUCATION GROUP CLASS A COMMON SHARES, PAR VALUE US$0.001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT • [ • [ Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. International plc As representatives of the several Underwriters Ladies and Gentlemen: Company Underwriters • ADSs • Common Shares Firm ADSs TAL Education Group, an exempted] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED OF TAL EDUCATION GROUP (Adopted by a Special Resolution passed on 29 September 2010 and effective conditional and THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED OF TAL EDUCATION GROUP (Adopted by a Special] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 2 (g) Deposited Securities 2 (h) Direct Registration System 2 (i) Holder 2 (j) Securities Act of 1933 2 2 (l) Shares] [___, 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] [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 24, 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,]