Tower Group, Inc.
EXHIBIT 10.06
<DOCUMENT>
<TYPE>EX-10.06
<SEQUENCE>7
<FILENAME>a5117761ex10-06.txt
<DESCRIPTION>EXHIBIT 10.06
<TEXT>
                                                                   EXHIBIT 10.06

                          CAPITAL SECURITY CERTIFICATE

         THIS CAPITAL  SECURITY IS A GLOBAL  SECURITY  WITHIN THE MEANING OF THE
DECLARATION  HEREINAFTER  REFERRED  TO AND IS  REGISTERED  IN  THE  NAME  OF THE
DEPOSITORY  TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS CAPITAL  SECURITY IS
EXCHANGEABLE  FOR CAPITAL  SECURITIES  REGISTERED  IN THE NAME OF A PERSON OTHER
THAN DTC OR ITS  NOMINEE  ONLY IN THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN THE
DECLARATION,  AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF
THIS  CAPITAL  SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR  ANOTHER  NOMINEE  OF DTC) MAY BE  REGISTERED  EXCEPT  IN  LIMITED
CIRCUMSTANCES.

         UNLESS  THIS   CAPITAL   SECURITY  IS   PRESENTED   BY  AN   AUTHORIZED
REPRESENTATIVE  OF DTC TO  TOWER  GROUP  STATUTORY  TRUST  V OR  ITS  AGENT  FOR
REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CAPITAL SECURITY ISSUED
IS  REGISTERED  AS REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY
PAYMENT  HEREON IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  INASMUCH AS THE  REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO AND IN ACCORDANCE WITH
RULE 144A  UNDER THE  SECURITIES  ACT  ("RULE  144A"),  TO A PERSON  THE  HOLDER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
THAT  PURCHASES  FOR  ITS  OWN  ACCOUNT  OR  FOR  THE  ACCOUNT  OF  A  QUALIFIED
INSTITUTIONAL  BUYER TO WHOM NOTICE IS GIVEN THAT THE  TRANSFER IS BEING MADE IN
RELIANCE  ON RULE 144A,  (C)  PURSUANT  TO AN  EXEMPTION  FROM THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT TO AN  "ACCREDITED  INVESTOR"  WITHIN  THE
MEANING  OF  SUBPARAGRAPH  (a)  (1),  (2),  (3) OR (7) OF  RULE  501  UNDER  THE
SECURITIES  ACT THAT IS ACQUIRING  THE SECURITY FOR ITS OWN ACCOUNT,  OR FOR THE
ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION  WITH, ANY  DISTRIBUTION  IN VIOLATION OF

<PAGE>


THE  SECURITIES  ACT, OR (D) PURSUANT TO ANOTHER  AVAILABLE  EXEMPTION  FROM THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE  DEBENTURE
ISSUER'S  AND THE  TRUST'S  RIGHT  PRIOR TO ANY  SUCH  OFFER,  SALE OR  TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION  AND/OR  OTHER  INFORMATION   SATISFACTORY  TO  EACH  OF  THEM  IN
ACCORDANCE  WITH THE AMENDED AND RESTATED  DECLARATION OF TRUST, A COPY OF WHICH
MAY BE  OBTAINED  FROM THE  DEBENTURE  ISSUER OR THE  TRUST.  THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE  HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS
AND  WARRANTS  THAT IT WILL NOT ENGAGE IN HEDGING  TRANSACTIONS  INVOLVING  THIS
SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

         THE HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT  ACCOUNT  OR  OTHER  PLAN OR  ARRANGEMENT  SUBJECT  TO TITLE I OF THE
EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR
SECTION 4975 OF THE  INTERNAL  REVENUE  CODE OF 1986,  AS AMENDED (THE  "CODE"),
(EACH A "PLAN"),  OR AN ENTITY WHOSE UNDERLYING  ASSETS INCLUDE "PLAN ASSETS" BY
REASON OF ANY PLAN'S  INVESTMENT  IN THE ENTITY  AND NO PERSON  INVESTING  "PLAN
ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS  SECURITY OR ANY INTEREST  THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTION  RELIEF  AVAILABLE
UNDER  U.S.   DEPARTMENT  OF  LABOR  PROHIBITED   TRANSACTION   CLASS  EXEMPTION
96-23,95-60,91-38,90-1  OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE
AND  HOLDING OF THIS  SECURITY  IS NOT  PROHIBITED  BY  SECTION  406 OF ERISA OR
SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER
OR  HOLDER  OF THIS  SECURITY  OR ANY  INTEREST  THEREIN  WILL BE DEEMED TO HAVE
REPRESENTED  BY ITS  PURCHASE  AND HOLDING  THEREOF THAT EITHER (i) IT IS NOT AN
EMPLOYEE  BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS  APPLICABLE,  A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE  BENEFIT  PLAN OR PLAN,  OR ANY OTHER  PERSON OR ENTITY
USING THE ASSETS OF ANY EMPLOYEE  BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED  TRANSACTION UNDER SECTION
406 OF  ERISA OR  SECTION  4975 OF THE CODE  FOR  WHICH  THERE IS NO  APPLICABLE
STATUTORY OR ADMINISTRATIVE EXEMPTION.

         IN  CONNECTION  WITH ANY  TRANSFER,  THE  HOLDER  WILL  DELIVER  TO THE
REGISTRAR AND TRANSFER AGENT SUCH  CERTIFICATES AND OTHER  INFORMATION AS MAY BE
REQUIRED BY THE AMENDED AND  RESTATED  DECLARATION  OF TRUST TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

                                      -2-
<PAGE>


         THIS  SECURITY  WILL BE ISSUED  AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN
EXCESS  THEREOF.  ANY  ATTEMPTED  TRANSFER OF THIS  SECURITY IN A BLOCK HAVING A
LIQUIDATION  AMOUNT OF LESS THAN  $100,000  SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE
THE HOLDER OF THIS SECURITY FOR ANY PURPOSE,  INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS SECURITY,  AND SUCH PURPORTED  TRANSFEREE SHALL
BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

                                      -3-
<PAGE>


Certificate Number  [P-001]                  Number of Capital Securities 20,000

                              CUSIP NO: 891779 AA 8

                    Certificate Evidencing Capital Securities

                                       of

                          Tower Group Statutory Trust V

                                  TP Securities

                (liquidation amount $1,000 per Capital Security)

         Tower Group Statutory Trust V, a statutory trust created under the laws
of the State of Delaware (the  "Trust"),  hereby  certifies  that Cede & Co., as
nominee  on  behalf of the  Depository  Trust  Company  (the  "Holder"),  is the
registered  owner  of  20,000  capital  securities  of  the  Trust  representing
undivided  beneficial  interests in the assets of the Trust,  designated  the TP
Securities  (liquidation  amount  $1,000 per  Capital  Security)  (the  "Capital
Securities").  Subject  to the  Declaration  (as  defined  below),  the  Capital
Securities are  transferable on the books and records of the Trust, in person or
by a duly authorized attorney,  upon surrender of this Certificate duly endorsed
and in proper form for transfer.  The Capital Securities  represented hereby are
issued  pursuant  to, and the  designation,  rights,  privileges,  restrictions,
preferences  and other terms and provisions of the Capital  Securities  shall in
all  respects  be  subject  to,  the  provisions  of the  Amended  and  Restated
Declaration  of  Trust  of  the  Trust,   dated  as  of  March  31,  2006,  (the
"Declaration")   among   Francis  M.   Colalucci   and  Steven  G.   Fauth,   as
Administrators,  Wells Fargo Delaware Trust Company, as Delaware Trustee,  Wells
Fargo Bank, National Association,  as Institutional  Trustee, Tower Group, Inc.,
as Sponsor,  and the holders from time to time of undivided beneficial interests
in the  assets  of the  Trust,  including  the  designation  of the terms of the
Capital  Securities as set forth in Annex I to the Declaration,  as the same may
be amended  from time to time.  Capitalized  terms used  herein but not  defined
shall have the meaning given them in the Declaration.  The Holder is entitled to
the benefits of the Guarantee to the extent provided  therein.  The Sponsor will
provide a copy of the  Declaration,  the  Guarantee,  and the  Indenture  to the
Holder without charge upon written request to the Sponsor at its principal place
of business.

         By acceptance of this Security,  the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

         By acceptance of this Security,  the Holder agrees to treat, for United
States  federal  income tax purposes,  the  Debentures as  indebtedness  and the
Capital Securities as evidence of beneficial ownership in the Debentures.

         This  Capital  Security  is  governed  by,  and shall be  construed  in
accordance with, the laws of the State of Delaware, without regard to principles
of conflict of laws.

                                      -4-
<PAGE>



         IN WITNESS WHEREOF, the Trust has duly executed this certificate.

                                           TOWER GROUP STATUTORY TRUST V


                                           By:
                                              __________________________________
                                              Name:
                                                   _____________________________
                                              Title:  Administrator

                                           Dated:_______________________________


                          CERTIFICATE OF AUTHENTICATION

         This   is  one  of  the   Capital   Securities   referred   to  in  the
within-mentioned Declaration.

                                           WELLS FARGO BANK, NATIONAL
                                           ASSOCIATION, not in its individual
                                           capacity but solely as the
                                           Institutional Trustee



                                           By:
                                              __________________________________
                                              Authorized Officer

                                           Dated________________________________


                                      -5-
<PAGE>


                               REVERSE OF SECURITY

         Distributions  payable on each  Capital  Security  will be payable at a
fixed rate of 8.5625%  (the  "Fixed  Rate") per annum from March 31,  2006 until
April 7, 2011,  (the "Fixed Rate Period") and thereafter at a variable per annum
rate  of  interest,  reset  quarterly,   equal  to  LIBOR  (as  defined  in  the
Declaration)  plus 3.30% (the "Variable  Rate") (the "Coupon Rate" is defined to
include  the  Fixed  Rate  and  Variable  Rate,  as  applicable)  of the  stated
liquidation  amount of $1,000 per Capital Security,  such rate being the rate of
interest  payable on the  Debentures  to be held by the  Institutional  Trustee.
Except as set forth below in respect of an Extension  Period,  Distributions  in
arrears for more than one quarterly period will bear interest thereon compounded
quarterly at the applicable  Coupon Rate for each such quarterly  period (to the
extent  permitted by applicable  law). The term  "Distributions"  as used herein
includes  cash  distributions,   any  such  compounded   distributions  and  any
Additional  Interest  payable  on the  Debentures  unless  otherwise  stated.  A
Distribution  is payable only to the extent that payments are made in respect of
the  Debentures  held  by  the  Institutional  Trustee  and to  the  extent  the
Institutional  Trustee  has funds  legally  available  in the  Property  Account
therefor.  During the Fixed Rate Period, the amount of Distributions payable for
any period will be computed for any full  quarterly  Distribution  period on the
basis of a 360-day year of twelve 30-day  months and the amount  payable for any
partial period shall be computed on the basis of the number of days elapsed in a
360-day year of twelve 30-day months.  Upon expiration of the Fixed Rate Period,
distributions  will be  computed  on the basis of a 360-day  year and the actual
number of days elapsed in the relevant Distribution period.

         Except as  otherwise  described  below,  Distributions  on the  Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be  payable  quarterly  in  arrears  on  January 7, April 7, July 7 and
October 7 of each  year,  commencing  on July 7,  2006  (each,  a  "Distribution
Payment Date").  Upon submission of Notice,  the Debenture  Issuer has the right
under the Indenture to defer payments of interest on the Debentures by extending
the interest payment period for up to 20 consecutive quarterly periods (each, an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions  described  below,  during which Extension  Period no interest
shall be due and payable  (except any  Additional  Interest  that may be due and
payable).  During any Extension Period,  interest will continue to accrue on the
Debentures,  and interest on such accrued  interest  (such accrued  interest and
interest  thereon  referred to herein as "Deferred  Interest") will accrue at an
annual rate equal to the Coupon Rate in effect for each such  Extension  Period,
compounded  quarterly  from the date  such  Deferred  Interest  would  have been
payable were it not for the Extension Period, to the extent permitted by law. No
Extension  Period may end on a date other than a  Distribution  Payment Date. At
the end of any  such  Extension  Period,  the  Debenture  Issuer  shall  pay all
Deferred Interest then accrued and unpaid on the Debentures;  provided, however,
that no  Extension  Period may extend  beyond the  Maturity  Date.  Prior to the
termination  of any Extension  Period,  the Debenture  Issuer may further extend
such period,  provided,  that such period  together  with all such  previous and
further consecutive extensions thereof shall not exceed 20 consecutive quarterly

                                      -6-
<PAGE>


periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension  Period and upon the payment of all Deferred  Interest,  the Debenture
Issuer  may  commence  a  new  Extension   Period,   subject  to  the  foregoing
requirements.  No interest or Deferred  Interest shall be due and payable during
an Extension  Period,  except at the end thereof,  but Deferred  Interest  shall
accrue upon each  installment of interest that would otherwise have been due and
payable  during  such  Extension  Period  until  such  installment  is paid.  If
Distributions are deferred, the Distributions due shall be paid on the date that
the related  Extension  Period  terminates to Holders of the  Securities as they
appear on the books and  records  of the Trust on the  record  date  immediately
preceding such Distribution  Payment Date.  Distributions on the Securities must
be paid on the dates payable  (after  giving effect to any Extension  Period) to
the extent that the Trust has funds  legally  available  for the payment of such
distributions  in the Property Account of the Trust. The Trust's funds available
for  Distribution  to the Holders of the Securities  will be limited to payments
received from the Debenture  Issuer.  The payment of Distributions out of moneys
held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.

         The  Capital   Securities  shall  be  redeemable  as  provided  in  the
Declaration.

                                      -7-
<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED,  the undersigned assigns and transfers this Capital
Security Certificate to:

_______________________

_______________________

_______________________

(Insert assignee's social security or tax identification number)

_______________________

_______________________

_______________________

(Insert address and zip code of assignee),

and irrevocably  appoints_______________________________________________________
as agent to  transfer  this  Capital  Security  Certificate  on the books of the
Trust. The agent may substitute another to act for it, him or her.

                           Date:_____________________________

                           Signature:________________________

         (Sign exactly as your name  appears on the  other side of this  Capital
Security Certificate)

                           Signature Guarantee:(1)__________________________



______________________________
         (1) Signature must be guaranteed by an "eligible guarantor institution"
         that is a bank,  stockbroker,  savings and loan  association  or credit
         union  meeting  the  requirements  of  the  Security  registrar,  which
         requirements  include  membership or  participation  in the  Securities
         Transfer Agents  Medallion  Program  ("STAMP") or such other "signature
         guarantee  program" as may be determined  by the Security  registrar in
         addition to, or in substitution  for, STAMP, all in accordance with the
         Securities Exchange Act of 1934, as amended.

                                      -8-

</TEXT>
</DOCUMENT>
