[] [TAL EDUCATION CLASS AMMON SHARES, PAR VALUE US$0.001 PER SHARE in the form of American Depositary Shares UNDERWRITINGREEMENT [ [ Credit Suisse Securities (USA)LLC and Morgan Stanley & International representatives of the several Underwriters Ladies and Gentlemen:mpany UnderwritersSsmmon Shares FirmSs TAL Education, an exemptedmpany with limited liabilityorporated under the laws of theyman Islands (the] [THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED OF TAL EDUCATION (Adopted by aecial Resolution passed on 29 September2010 and effectivenditional and THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED] [TABLE OFNTENTS Page PARTIES 1 RECITALS 1 Section1.Certain Definitions (a)ADR Register 1 (b)ADRs; Direct RegistrationRs 1 (c)ADS 1 (d)Custodian 1 (e)Deliver, execute, issue et 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 2 (m)Transfer Office 2] [___, 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] [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 24, to which thete is September29, 2010, relating to thensolidated financial statements of TAL Education and its subsidiaries and variable interest entities of February28, 2009 and 2010, and for]