EXHIBIT 10.07


                           COMMON SECURITY CERTIFICATE



         THIS COMMON SECURITY HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT
OF 1933,  AS  AMENDED,  OR ANY STATE  SECURITIES  LAWS OR ANY  OTHER  APPLICABLE
SECURITIES LAWS AND MAY NOT BE OFFERED,  SOLD, PLEDGED OR OTHERWISE  TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION.

         EXCEPT AS SET FORTH IN SECTION 8.1 (b) OF THE  DECLARATION  (AS DEFINED
BELOW),   THIS  SECURITY  MAY  NOT  BE  OFFERED,   SOLD,  PLEDGED  OR  OTHERWISE
TRANSFERRED.

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Certificate Number  [C-001]                     Number of Common Securities: 619

                    Certificate Evidencing Common Securities
                                       of
                          Tower Group Statutory Trust V

         Tower Group Statutory Trust V, a statutory trust created under the laws
of the State of Delaware (the "Trust"),  hereby certifies that Tower Group, Inc.
(the  "Holder") is the  registered  owner of 619 common  securities of the Trust
representing   undivided  beneficial  interests  in  the  assets  of  the  Trust
(liquidation amount $1,000 per Common Security) (the "Common  Securities").  The
Common   Securities   represented   hereby  are  issued  pursuant  to,  and  the
designation, rights, privileges,  restrictions,  preferences and other terms and
provisions  of the Common  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,  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,  the Holder,  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 Common
Securities  as set  forth  in  Annex I to the  Declaration,  as the  same may be
amended from time to time (the "Declaration"). Capitalized terms used herein but
not defined  shall have the meaning given them in the  Declaration.  The Sponsor
will provide a copy of the  Declaration  and the Indenture to the Holder without
charge upon written request to the Sponsor at its principal place of business.

         As set forth in the Declaration,  when an Event of Default has occurred
and is  continuing,  the rights of Holders  of Common  Securities  to payment in
respect of Distributions and payments upon Liquidation,  redemption or otherwise
are subordinated to the rights of payment of Holders of the Capital Securities.

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

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

         This  Common  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.

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<PAGE>



         IN WITNESS WHEREOF, the  Trust has executed this certificate as of this
_____ day of _____________, 20___.

                                           Tower Group Statutory Trust V

                                           By:__________________________________
                                              Name:_____________________________
                                              Title:  Administrator


                                      -3-
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                              [REVERSE OF SECURITY]

         Distributions  payable  on each  Common  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")  ("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,
distribution  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  Common
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
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension  Period and upon the payment of all Deferred  Interest,  the Debenture

                                      -4-
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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 legally  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 Common Securities shall be redeemable as provided in the Declaration.

                                      -5-
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                                   ASSIGNMENT

         FOR VALUE RECEIVED,  the undersigned  assigns and transfers this Common
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 Common  Security
Certificate on the books of the Trust.  The agent may substitute  another to act
for him or her.

                  Date:________________________________

                  Signature:___________________________

         (Sign exactly as your name  appears  on the other  side  of this Common
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.

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