EXHIBIT 10.01




                               PURCHASE AGREEMENT

                                      among



                         TOWER GROUP STATUTORY TRUST V,
                                     Issuer



                               TOWER GROUP, INC.,
                                     Sponsor



                                       and



                            BEAR, STEARNS & CO. INC.
                                Initial Purchaser







                           Dated as of March 29, 2006






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     PURCHASE AGREEMENT,  dated as of March 29, 2006 (this  "Agreement"),  among
Tower Group  Statutory  Trust V, a statutory trust created under the laws of the
State of Delaware (the "Issuer"), Tower Group, Inc., a Delaware corporation,  as
Sponsor under the Trust Agreement, as defined below (the "Sponsor" and, together
with the Issuer, the "Trust Parties"),  and Bear, Stearns & Co. Inc., as initial
purchaser (the "Initial Purchaser").

     WHEREAS,  the Issuer proposes to issue U.S.  $20,000,000 capital securities
due April 7, 2036 (the "Capital Securities");

     WHEREAS,  the Capital  Securities will be issued pursuant to an Amended and
Restated  Declaration  of Trust to be dated as of March  31,  2006  (the  "Trust
Agreement"),  among Tower Group,  Inc., as Sponsor,  Wells Fargo Bank,  National
Association,  as Institutional  Trustee,  Wells Fargo Delaware Trust Company, as
Delaware Trustee, and the Administrators named therein;

     WHEREAS,  the Issuer has agreed not later than March 31, 2006 (the "Closing
Date"),  to provide the Initial Purchaser with a copy of the Trust Agreement and
any other documents required to be delivered pursuant to the terms hereof or the
Trust Agreement;

     WHEREAS,  the Issuer  will use the  proceeds  from the sale of the  Capital
Securities to purchase Debentures (as defined in the Trust Agreement); and

     WHEREAS,  capitalized  terms used herein but not otherwise  defined  herein
shall have the meaning ascribed thereto in the Trust Agreement.

     NOW IT IS HEREBY AGREED as follows:

     1.   PURCHASE AND SALE.

     (a)  On the terms and subject to the  conditions  of this  Agreement and in
reliance upon the  representations  and warranties  herein set forth, the Issuer
agrees to sell to the Initial  Purchaser,  and the Initial  Purchaser  agrees to
purchase  from the Issuer,  on the Closing Date  referred to above,  the Capital
Securities in the aggregate  principal amount of $20,000,000 less any applicable
discount as set forth in the Flow of Funds  Memorandum dated March 31, 2006 (the
"Discount").

     (b)  The Capital  Securities  shall be issued and sold free from all liens,
charges and  encumbrances,  equities  and other third party rights of any nature
whatsoever, together with all rights of any nature.

     2.   CLOSING.  On the Closing Date, delivery of and payment for the Capital
Securities shall be made at the offices of Bear, Stearns & Co. Inc., and or such
other  location  or  locations  as shall be mutually  acceptable  to the parties
hereto.  Delivery of the Capital Securities shall be made against payment of the
purchase price therefor to the order of the Issuer in same day funds by transfer
to an account  designated by the Issuer or by such other means in same day funds
as shall be acceptable to the Initial Purchaser. Such payment shall be made upon
authorization from the Initial Purchaser (such  authorization to be given if the
conditions to the Initial  Purchaser's  obligations  set forth herein are either



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satisfied or waived)  against  delivery of the Capital  Securities.  The Capital
Securities will be in the form requested by the Initial  Purchaser in accordance
with the terms of the Trust Agreement.

     3.   PAYMENT OF EXPENSES.  The Sponsor agrees to pay all costs and expenses
incident to the  performance  of the  obligations  of the Sponsor and the Issuer
under this  Purchase  Agreement,  whether or not the  transactions  contemplated
herein are consummated or this Purchase  Agreement is terminated,  including all
costs  and  expenses  incident  to (i) the  authorization,  issuance,  sale  and
delivery  of  the  Capital  Securities  and  any  taxes  payable  in  connection
therewith;  and (ii) the fees and expenses of qualifying the Capital  Securities
under the securities laws of applicable jurisdictions.

     Notwithstanding  the  foregoing,  if the  sale  of the  Capital  Securities
provided for in this Purchase Agreement is not consummated because any condition
set forth  herein to be  satisfied  by either  the  Sponsor or the Issuer is not
satisfied,  because this Purchase Agreement is terminated pursuant to Section 10
or because of any  failure,  refusal or  inability on the part of the Sponsor or
the Issuer to perform all  obligations and satisfy all conditions on its part to
be  performed or  satisfied  hereunder  other than by reason of a default by the
Initial Purchaser,  the Sponsor will reimburse the Initial Purchaser upon demand
for all reasonable out-of-pocket expenses (including the fees and all reasonable
expenses of counsel  retained by the Issuer,  which fees and expenses  shall not
exceed $4,000, and special counsel retained by the Initial Purchaser) that shall
have been  incurred by the Initial  Purchaser  in  connection  with the proposed
purchase and sale of the Capital Securities.

     4.   REPRESENTATIONS  AND WARRANTIES.  Each Trust Party hereby  represents,
warrants and agrees to and with the Initial  Purchaser  that,  as of the Closing
Date, and as to itself only and not as to the other:

     (a)  with  respect to the Issuer,  it is duly  formed and validly  existing
under the laws of the State of Delaware  and,  with respect to the Sponsor,  and
its  significant  subsidiaries  (as defined in Rule 1-02 of Regulation S-X) (the
"Significant  Subsidiaries"),  each is duly organized,  validly  existing and in
good standing under the laws of the  jurisdiction of its  organization,  in each
case, with all requisite power and authority to own or transfer,  as applicable,
the Debentures,  to conduct its business as required under the Trust  Agreement,
this  Agreement or any other  documents  relating to or otherwise in  connection
with  the  issue  and  sale  of  the  Capital  Securities   (collectively,   the
"Transaction Documents") and to perform its obligations hereunder and under each
Transaction  Document,  and is lawfully  qualified to do business and is in good
standing  in those  jurisdictions  in which it conducts  business  and where the
failure to be so qualified  or in good  standing  would have a material  adverse
effect on the condition  (financial or otherwise),  earnings or business of such
Trust Party,  whether or not  occurring in the ordinary  course of business,  or
would otherwise be material in context of the issuance of the Capital Securities
("Material Adverse Effect");

     (b)  this  Agreement  has been duly  authorized,  executed and delivered by
such Trust Party and constitutes, and each of the Transaction Documents to which
such Trust  Party is a party has been duly  authorized  by such Trust Party and,
when duly executed and delivered by the other  parties  thereto,  on the Closing
Date, will constitute, legal, valid and binding obligations of such Trust Party,
except  as  such   obligations   may  be  limited  by  bankruptcy,   insolvency,
reorganization  and  other  similar  laws  affecting  the  rights  of  creditors


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generally and the  application of general  equitable  principles  (regardless of
whether the issue of  enforceability  is considered in a proceeding in equity or
at law);

     (c)  neither  the  Issuer  nor  the  Sponsor  nor  any of  the  Significant
Subsidiaries  is in breach or violation  of, or default  under,  with or without
notice  or  lapse  of time or  both,  its  corporate  charter,  bylaws  or other
governing documents (including without limitation, the Trust Agreement);

     (d)  with  respect  to  the  Issuer,  on  the  Closing  Date,  the  Capital
Securities  have been duly  authorized  by the Issuer and,  when duly  executed,
authenticated,  issued and  delivered  in  accordance  with the Trust  Agreement
against  payment  therefor as  contemplated  herein,  will be validly issued and
represent undivided beneficial  interests in the assets of the Issuer,  entitled
to the benefits provided by the Trust Agreement;

     (e)  with  respect to the  Issuer,  no  consent,  approval,  authorization,
order, registration or qualification of or with any court or governmental agency
or body is required for the issue,  sale or delivery of the Capital  Securities,
except for those which have been obtained and are in full force and effect,  and
no consent, approval, authorization,  order, registration or qualification of or
with any court or governmental  agency or body is required for the  consummation
of the other transactions contemplated by the Transaction Documents,  except for
those  which have been  obtained  and are in full force and  effect,  and except
where the  failure  to obtain  such  consent,  approval,  authorization,  order,
registration or qualification would not have a Material Adverse Effect;

     (f)  the execution and delivery of the Transaction Documents,  the issue of
the  Capital   Securities  and  the  consummation  of  the  other   transactions
contemplated  by the  Transaction  Documents  (and  compliance  with  the  terms
thereof) do not and will not  conflict  with or result in a breach of any of the
terms or  provisions  of,  or  constitute  a default  under  the  organizational
documents of such Trust Party; and the execution and delivery of the Transaction
Documents, the issue of the Capital Securities and the consummation of the other
transactions  contemplated by the Transaction Documents (and compliance with the
terms  thereof) do not and will not  conflict  with or result in a breach of any
indenture,  trust deed,  mortgage or other agreement or instrument to which such
Trust  Party is a party or by which it or any of its  properties  is  bound,  or
infringe any existing  applicable  law,  rule,  regulation,  judgment,  order or
decree of any  government,  governmental  body or court,  domestic  or  foreign,
having  jurisdiction over such Trust Party or any of its properties,  except for
such  conflicts,  breaches,  defaults  or  infringements  that  would not have a
Material Adverse Effect;

     (g)  there  are  no  pending  actions,  suits  or  proceedings  against  or
affecting  such Trust  Party or any of its  properties  and, to the best of such
Trust  Party's  knowledge,  no such  suits  or  proceedings  are  threatened  or
contemplated  that individually or in the aggregate could reasonably be expected
to have a  Material  Adverse  Effect on the  Issuer's  issuance  of the  Capital
Securities;

     (h)  no event has occurred  which,  had the applicable  Capital  Securities
already been issued,  would  reasonably  be expected to (whether or not with the


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giving of notice and/or the passage of time and/or the  fulfillment of any other
requirement) constitute an Event of Default;

     (i)  the Trust  Agreement  does not  require  qualification  under the U.S.
Trust Indenture Act of 1939, as amended;

     (j)  neither  the  Issuer  nor any  affiliate  of the Issuer nor any person
acting on behalf  thereof  has made  offers or sales of the  Capital  Securities
under   circumstances  that  would  require  the  registration  of  the  Capital
Securities  under the U.S.  Securities Act of 1933, as amended (the  "Securities
Act");

     (k)  the Issuer is not an "investment  company" or an entity  controlled by
an  "investment  company"  as  defined in  Section  3(a) of the U.S.  Investment
Company Act of 1940, as amended;

     (l)  with  respect to the Issuer,  any taxes,  fees and other  governmental
charges in connection  with the execution and delivery of this Agreement and any
Transaction  Document  or the  execution,  delivery  and  sale  of  the  Capital
Securities have been or will be paid on or prior to the Closing Date;

     (m)  there are no contracts,  agreements or  understandings  between any of
the Trust Parties or any affiliate  thereof and any person  granting such person
the right to  require  the  Issuer to file a  registration  statement  under the
Securities Act, with respect to any Capital  Securities  owned or to be owned by
such person;

     (n)  the sale of the  Capital  Securities  pursuant  to this  Agreement  is
exempt  from  the  registration  and  prospectus  delivery  requirements  of the
Securities Act. In the case of each offer or sale of Capital Securities, no form
of general  solicitation  or general  advertising  was used by the Issuer or its
representatives,  including,  but  not  limited  to,  advertisements,  articles,
notices or other communications published in any newspaper,  magazine or similar
medium or broadcast  over  television or radio,  or any seminar or meeting whose
attendees have been invited by any general  solicitation or general advertising.
Neither the Issuer nor any person  acting on its behalf  (other than the Initial
Purchaser)  has offered or sold, nor will the Issuer or any person acting on its
behalf (other than the Initial  Purchaser) offer or sell directly or indirectly,
any Capital  Securities or any other  security in any manner that,  assuming the
accuracy  of the  representations  and  warranties  and the  performance  of the
covenants given by the Initial Purchaser,  would render the issuance and sale of
any of the Capital Securities as contemplated hereby a violation of Section 5 of
the Securities Act or the  registration  or  qualification  requirements  of any
state securities laws, nor has the Issuer authorized, nor will it authorize, any
person to act in such manner;

     (o)  The audited  consolidated  financial  statements  (including the notes
thereto) and schedules of the Sponsor and its consolidated  subsidiaries for the
year ended  December  31,  2005 (the  "Financial  Statements")  provided  to the
Initial Purchaser are the most recent available audited  consolidated  financial
statements of the Sponsor and its consolidated subsidiaries,  respectively,  and
fairly present in all material respects, in accordance with

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generally accepted accounting principles,  the financial position of the Sponsor
and its consolidated subsidiaries,  and the results of operations and changes in
financial condition as of the dates and for the periods therein specified.  Such
consolidated financial statements and schedules have been prepared in accordance
with generally accepted accounting  principles  consistently  applied throughout
the periods involved (except as otherwise noted therein). The accountants of the
Sponsor  who  certified  the  Financial   Statements  are   independent   public
accountants  of the  Sponsor  and its  Subsidiaries  within  the  meaning of the
Securities Act and the rules and regulations thereunder as in effect on the date
of this Agreement;

     (p)  The Sponsor's insurance  subsidiaries'  statutory annual reports dated
December  31,  2005,  provided  to the  Initial  Purchaser  are the most  recent
available  such  reports  and the  information  therein  fairly  presents in all
material respects the financial position of the Sponsor's insurance subsidiaries
on a statutory basis of accounting ;

     (q)  Since  the  respective  dates  of the  Financial  Statements  and  the
statutory  quarterly  reports,  there  has been no  material  adverse  change or
development  with respect to the financial  condition or earnings of the Sponsor
and its subsidiaries, taken as a whole;

     (r)  Neither the Sponsor nor any of its Significant Subsidiaries is subject
to or party to, or has received any notice or advice that any of them may become
subject  to any  investigation  with  respect  to, any  cease-and-desist  order,
agreement,  consent  decree,  memorandum of  understanding  or other  regulatory
enforcement  action,  proceeding  or  order  with or by,  or is a  party  to any
commitment letter or similar  undertaking to, or is subject to any directive by,
or has been a recipient of any supervisory letter from, or has adopted any board
resolutions  at the request of, any  Regulatory  Agency (as defined  below) that
currently  restricts  in any material  respect the conduct of their  business or
that in any material  manner  relates to their  capital  adequacy,  their credit
policies,  their management or their business (each, a "Regulatory  Agreement"),
nor has the Sponsor or any of its  subsidiaries  been advised by any  Regulatory
Agency  that  it is  considering  issuing  or  requesting  any  such  Regulatory
Agreement;  and there is no unresolved violation,  criticism or exception by any
Regulatory  Agency  with  respect to any  report or  statement  relating  to any
examinations of the Sponsor or any of its Significant Subsidiaries which, in the
reasonable  judgment of the Sponsor, is expected to result in a Material Adverse
Effect. As used herein, the term "Regulatory  Agency" means any federal or state
agency charged with the supervision or regulation of insurance  companies or any
court,  administrative  agency  or  commission  or  other  governmental  agency,
authority or  instrumentality  having  supervisory or regulatory  authority with
respect to the Sponsor or its Significant Subsidiaries;

     (s)  The Sponsor has no present  intention  to exercise its option to defer
payments of interest on the Debentures as provided in the Indenture. The Sponsor
believes that the likelihood  that it would exercise its right to defer payments
of interest on the  Debentures  as provided in the  Indenture at any time during
which the Debentures are outstanding is remote; and

     (t)  All of the issued and  outstanding  capital  stock of the  Sponsor has
been duly authorized and validly issued and is fully paid and nonassessable; all
of the issued and outstanding  capital stock of each  Significant  Subsidiary of
the  Sponsor has been duly  authorized  and  validly  issued,  is fully paid and
nonassessable and, except for Capital Securities issued by the Trust, is owned

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by the Sponsor, directly or through subsidiaries, free and clear of any security
interest,  mortgage,  pledge, lien,  encumbrance,  claim or equitable right; and
none  of  the  issued  and  outstanding  capital  stock  of the  Sponsor  or its
Significant  Subsidiaries  was issued in violation of any  preemptive or similar
rights  arising  by  operation  of law,  under the  charter,  by-laws or code of
regulations of the Sponsor or any of its  Significant  Subsidiaries or under any
agreement  to which the  Sponsor  or any of its  Significant  Subsidiaries  is a
party.

     5.   UNDERTAKINGS  BY THE  ISSUER.  The  Issuer  agrees  with  the  Initial
Purchaser as follows:

     (a)  Neither  the  Issuer,  nor  any  of  its  affiliates  nor  any  person
authorized  to act on its behalf,  will engage in any directed  selling  efforts
with respect to the Capital  Securities to any U.S. Person except pursuant to an
exemption  from,  or  in  a  transaction   not  subject  to,  the   registration
requirements  of the  Securities  Act.  Terms  used in this  paragraph  have the
meanings given to them by Regulation S under the Securities Act.

     (b)  Neither  the  Issuer,  nor  any  of  its  affiliates  nor  any  person
authorized to act on its behalf, will make offers or sales of Capital Securities
under   circumstances  that  would  require  the  registration  of  the  Capital
Securities  under  the  Securities  Act.

     (c)  For so long as any of the Capital  Securities are  outstanding and are
"restricted securities" within the meaning of Rule 144A, the Issuer will provide
or cause to be provided to any holder of Capital  Securities and any prospective
purchaser  of the  Capital  Securities  designated  by such a  holder,  upon the
request of such holder or prospective purchaser,  the information required to be
provided to such holder or prospective purchaser by Rule 144A(d)(4).

     (d)  During the period from the date of this Agreement to the Closing Date,
the  Sponsor  and the  Issuer  shall  use  their  best  efforts  to cause  their
representations  and  warranties  contained in Section 4 hereof to be true as of
the Closing Date, after giving effect to the  transactions  contemplated by this
Agreement, as if made on and as of the Closing Date.

     (e)  The Sponsor and the Issuer will not claim,  and will  actively  resist
any attempts by others to claim,  the benefits of any usury laws against holders
of the Capital Securities or the Debentures.

     (f)  The  Sponsor  shall not  identify  the  Initial  Purchaser  in a press
release or any other  public  statement  without  the  consent  of such  Initial
Purchaser.

     6.   SELLING RESTRICTIONS. The Initial Purchaser represents and warrants to
the Issuer that:

     (a)  It understands that the Capital  Securities have not been and will not
be registered under the Securities Act and may not be offered or sold within the
United States  except  pursuant to an exemption  from,  or in a transaction  not
subject to, the  registration  requirements  of the  Securities  Act. It has not
offered or sold, and will not offer or sell, the Capital  Securities  within the
United  States  except to persons  whom it  reasonably  believes to be Qualified
Institutional  Buyers  (as  defined  in Rule  144A  under the  Securities  Act),
institutional  Accredited  Investors (as defined in Rule 501(a)(1),  (2), (3) or

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(7) under the Securities Act) or to certain persons in transactions  outside the
United  States in  accordance  with  Regulation S under the  Securities  Act. In
connection  with any offer or sale in the United States or to or for the benefit
of a U.S. Person,  it will take reasonable steps to ensure that the purchaser of
such  Capital  Securities  is aware  that  such  offer or sale is being  made in
reliance  on Rule  144A or  Regulation  D in a manner  that  would  not  require
registration of the Capital  Securities under the Securities Act or any blue sky
law of any State and that future transfers of the Capital  Securities may not be
made except in compliance with applicable securities laws.

     (b)  Neither  it nor any person  acting on its  behalf has  engaged or will
engage in any form of  general  solicitation  or general  advertising  (as those
terms are used in Rule 502(c) of Regulation  D) in connection  with any offer or
sale of the Capital Securities in the United States.

     (c)  It will not offer or sell the  Capital  Securities  outside the United
States,  except in accordance with the representations  described herein and the
restrictions set forth below:

     It has offered and sold the Capital Securities, and will offer and sell the
     Capital Securities,  during the applicable  Distribution  Compliance Period
     (as defined in Rule 902 of Regulation S), only in accordance  with Rule 903
     or 904 of Regulation S under the Securities Act. Accordingly, it represents
     and agrees that neither it, nor any of its affiliates nor any person acting
     on its or their behalf has engaged or will engage in any  directed  selling
     efforts with respect to the Capital  Securities,  and that it and they have
     complied  and will comply with the  offering  restriction  requirements  of
     Regulation  S. It agrees that, at or prior to the  confirmation  of sale of
     Capital  Securities,  it shall  have  sent to each  distributor,  dealer or
     person  receiving  a selling  concession,  fee or other  remuneration  that
     purchases  the  Capital   Securities   through  it  during  the  applicable
     Distribution  Compliance  Period a confirmation or notice of  substantially
     the following effect:

          "The Capital  Securities offered hereby have not been registered under
          the U.S.  Securities Act of 1933 (the "Securities Act") and may not be
          offered or sold within the United  States or to, or for the account or
          benefit of, U.S. Persons (i) as part of their distribution at any time
          or (ii) until forty calendar days after the later of the  commencement
          of the  offering of the Capital  Securities  or the Closing  Date,  to
          persons  other than the Initial  Purchaser  or other  distributors  in
          reliance on  Regulation  S, except in either case in  accordance  with
          Regulation S, Rule 144A,  Regulation D or other  exemptive  provisions
          under the Securities  Act. Terms used above have the meanings given to
          them by Regulation S."

     (d)  It acknowledges that no action has been or will be taken by the Issuer
or any  other  person  that  would  permit  the  offer  or sale  of the  Capital
Securities in any  jurisdiction  where action to implement such offer or sale of
the Capital  Securities is required.  The Initial  Purchaser  shall not offer or

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sell any  Capital  Securities  in any  jurisdiction  except in  compliance  with
applicable law, and the Initial Purchaser agrees, at its own expense,  to comply
with all such laws.  The Initial  Purchaser  shall at its own expense obtain any
consent,  approval or authorization required for it to offer or sell the Capital
Securities under the laws or regulations of any  jurisdiction  where it proposes
to make offers or sales of Capital Securities.

     7.   CONDITIONS  PRECEDENT.   The  obligations  of  the  Initial  Purchaser
hereunder shall be subject to the accuracy of the representations and warranties
of each Trust  Party  contained  herein as of the date  hereof,  and,  as of the
Closing Date (as if made on the Closing Date), to the accuracy of the statements
of each Trust Party made in any certificates  delivered  pursuant hereto on such
date, to the performance by each Trust Party of its obligations  hereunder,  and
to the following additional conditions:

     (a)  The  Issuer  shall  have  obtained  all  governmental   authorizations
required in connection with the issue and sale of the Capital Securities and the
performance of its obligations  hereunder and under the Transaction Documents to
which it is a party.

     (b)  Each Trust  Party  shall have  furnished  to the  Initial  Purchaser a
certificate  of such  Trust  Party  signed  by,  in the case of the  Issuer,  an
Administrator  and,  in  the  case  of the  Sponsor,  the  principal  executive,
financial or accounting officer, dated the Closing Date, to the effect that such
signatory  has  examined  this  Agreement  and  that  the   representations  and
warranties of such party in this  Agreement are true and correct in all material
respects  on and as of the  Closing  Date with the same effect as if made on the
Closing Date, and such party has performed all its obligations and satisfied all
the conditions on its part to be satisfied at or prior to the Closing Date.

     (c)  The Trust  Parties shall have  furnished to the Initial  Purchaser the
opinions  of  counsel  for  the  Trust  Parties,  dated  the  Closing  Date,  in
substantially  the  form  set out in  Annex  A and  Annex  B  hereto,  in a form
reasonably acceptable to the Initial Purchaser.

     (d)  The  conditions  precedent  to the  performance  by the  Issuer of its
obligations under the Trust Agreement shall have been satisfied or waived.

     (e)  Prior to the Closing  Date,  the Issuer  shall  furnish to the Initial
Purchaser such further  information,  certificates  and documents as the Initial
Purchaser may reasonably request.

     If any of the  conditions  specified  in this Section 7 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the  opinions and  certificates  referred to in or  contemplated  by this
Agreement shall not be in all material respects reasonably  satisfactory in form
and substance to the Initial  Purchaser and its counsel,  this Agreement and all
obligations  of the Initial  Purchaser  hereunder may be canceled by the Initial
Purchaser  at,  or at any time  prior  to,  the  Closing  Date.  Notice  of such
cancellation  shall  be  given to the  Issuer  in  writing  or by  telephone  or
facsimile confirmed in writing.

     8.   INDEMNIFICATION.

     (a)  Each Trust Party agrees, jointly and severally,  to indemnify and hold
harmless the Initial Purchaser and each person, if any, who controls the Initial
Purchaser  within the  meaning of the  Securities  Act,  or the U.S.  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and the  respective

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affiliates,  officers, directors and employees of the Initial Purchaser and each
such person (and each and all  referred  to in Section  8(b) as an  "indemnified
party"),  against any losses, claims, damages or liabilities,  joint or several,
to which the Initial  Purchaser or such  controlling  person and the  respective
affiliates,  officers, directors and employees of the Initial Purchaser and each
such person may become  subject,  under the Securities  Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof)  arise out of or are connected with the execution and delivery
by  such  Trust  Party,  and  the  consummation  by  such  Trust  Party  of  the
transactions  contemplated by, this Agreement or any other Transaction Document.
Each Trust  Party  agrees,  jointly  and  severally,  to  reimburse  the Initial
Purchaser and each such affiliate,  officer,  director,  employee or controlling
person  for any  legal or other  expenses  reasonably  incurred  by the  Initial
Purchaser and each such affiliate,  officer,  director,  employee or controlling
person in  connection  with  investigating  or defending  any such loss,  claim,
damage, liability or action arising out of or being connected with the execution
and delivery by such Trust Party,  and the  consummation  by such Trust Party of
the  transactions  contemplated  by,  this  Agreement  or the other  Transaction
Documents.  This  indemnity  agreement will be in addition to any liability that
any of the Trust Parties may otherwise have.

     (b)  Promptly after receipt by an indemnified party under this Section 8 of
notice of the  commencement  of any action,  such  indemnified  party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying  party of the commencement  thereof;  but the
omission  and/or delay to so notify the  indemnifying  party will not relieve it
from any  liability  which  it may have to any  indemnified  party  unless  such
omission and/or delay caused actual prejudice to the indemnifying party; in case
any such action is brought  against any indemnified  party,  and it notified the
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to participate  therein and, to the extent that it may elect by written
notice,  to assume  the  defense  thereof,  with  counsel  satisfactory  to such
indemnified  party,  and  after  notice  from  the  indemnifying  party  to such
indemnified  party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  this
Section  8 for  any  legal  or  other  expenses  subsequently  incurred  by such
indemnified  party in connection  with the defense thereof other than reasonable
costs of investigation. Counsel provided by the indemnifying party may represent
the indemnifying  party as well as all indemnified  parties hereunder subject to
the following  provisions.  Notwithstanding  anything to the contrary  contained
herein,  such  indemnified  party may continue any such action on its own at its
own expense.  If the defendants in any action include both the indemnified party
and the  indemnifying  party and the  indemnified  party  shall have  reasonably
concluded  that  there  may be  legal  defenses  available  to it  and/or  other
indemnified parties that are different from or additional to or in conflict with
those available to the  indemnifying  party,  the  indemnified  party or parties
shall have the right to select  separate  counsel to assert such legal  defenses
and to  otherwise  participate  in the  defense of such action on behalf of such
indemnified party or parties.  The reasonable fees and expenses of such separate
counsel for the indemnified  party shall be paid by the indemnifying  party. The
indemnifying  party may avoid its duty to indemnify  under this Section 8 if the
indemnified  party,  without the prior written consent of the indemnifying party
(which consent shall not be  unreasonably  withheld),  effects any settlement or
compromise  of, or  consents  to the entry of any  judgment  in, any  pending or
threatened  action in respect of which any  indemnifying  party is or could have

                                      -9-
<PAGE>


been a party and indemnity could have been sought  hereunder by such indemnified
party  unless  such  settlement  includes  an  unconditional   release  of  such
indemnifying  party from all liability on any claims that are the subject matter
of such action. The indemnifying party shall not be liable for any settlement of
any claim effected without its consent.

     9.   CONTRIBUTION.

     (a)  In  order  to  provide  for  just  and   equitable   contribution   in
circumstances under which the  indemnification  provided for in Section 8 hereof
is for any reason held to be  unenforceable  for the  benefit of an  indemnified
party in  respect  of any  losses,  liabilities,  claims,  damages  or  expenses
referred to  therein,  then each  indemnifying  party  shall  contribute  to the
aggregate  amount of such  losses,  liabilities,  claims,  damages and  expenses
incurred by such  indemnified  party, as incurred,  (i) in such proportion as is
appropriate  to reflect the  relative  benefits  received by the Sponsor and the
Issuer, on the one hand, and the Initial Purchaser,  on the other hand, from the
offering of the Capital Securities or (ii) if the allocation  provided by clause
(i) is not permitted by applicable  law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above, but also
the  relative  fault of the  Sponsor and the  Issuer,  on the one hand,  and the
Initial  Purchaser,  on the  other  hand,  in  connection  with the  statements,
omissions  or breaches,  which  resulted in such  losses,  liabilities,  claims,
damages or expenses, as well as any other relevant equitable considerations.

     (b)  The relative  benefits  received by the Sponsor and the Issuer, on the
one hand, and the Initial  Purchaser,  on the other hand, in connection with the
offering of the Capital  Securities shall be deemed to be in the same respective
proportions  as the  total  net  proceeds  from  the  offering  of  the  Capital
Securities  (before deducting  expenses)  received by the Sponsor and the Issuer
and the benefit received by the Initial  Purchaser bear to the aggregate of such
net proceeds and commissions.

     (c)  The  Sponsor and the Issuer and the  Initial  Purchaser  agree that it
would not be just and equitable if contribution  pursuant to this Section 9 were
determined by pro rata  allocation  or by any other method of  allocation  which
does not take account of the equitable  considerations referred to above in this
Section 9. The  aggregate  amount of losses,  liabilities,  claims,  damages and
expenses  incurred by an indemnified party and referred to above in this Section
9 shall be deemed to include any legal or other expenses  reasonably incurred by
such  indemnified  party in  investigating,  preparing or defending  against any
litigation,  or any  investigation or proceeding by any  governmental  agency or
body,  commenced  or  threatened,  or any claim  whatsoever  based upon any such
untrue or alleged untrue  statement,  omission or alleged  omission or breach or
alleged breach.

     (d)  Notwithstanding  any provision of this Section 9 to the contrary,  the
Initial  Purchaser  shall not be required to contribute  any amount in excess of
the benefit received.

     (e)  No person guilty of fraudulent  misrepresentation  (within the meaning
of section 11(f) of the Securities Act) shall be entitled to  contribution  from
any person who was not guilty of such fraudulent misrepresentation.

     (f)  For purposes of this Section 9, the Initial Purchaser, each person, if
any, who controls the Initial  Purchaser within the meaning of Section 15 of the
Securities  Act or Section 20 of the Exchange Act and the  respective  partners,

                                      -10-
<PAGE>


directors,  officers,  employees and agents of the Initial Purchaser or any such
controlling  person  shall have the same rights to  contribution  as the Initial
Purchaser,  while each officer and director of the Sponsor,  each trustee of the
Issuer and each person,  if any, who controls the Sponsor  within the meaning of
Section 15 of the  Securities  Act or Section 20 of the  Exchange Act shall have
the same rights to contribution as the Sponsor and the Issuer.

     10.  TERMINATION.  This  Agreement  shall be subject to  termination in the
absolute discretion of the Initial Purchaser, by notice given to the Sponsor and
the Issuer prior to delivery of and payment for the Capital Securities, if prior
to such time (i) a downgrading  shall have  occurred in the rating  accorded the
Sponsor's  debt  securities  or preferred  stock by any  "nationally  recognized
statistical rating organization," as that term is used by the Commission in Rule
15c3-1(c)(2)(vi)(F)  under the  Exchange  Act, or such  organization  shall have
publicly  announced  that it has under  surveillance  or review,  with  possible
negative implications,  its rating of the Sponsor's debt securities or preferred
stock,  (ii) the  Issuer  shall be unable  to sell and  deliver  to the  Initial
Purchaser at least $20,000,000 stated  liquidation value of Capital  Securities,
(iii) any formal  administrative  or judicial action is taken by any appropriate
regulatory agency against the Sponsor or any such insured  subsidiary for unsafe
and unsound  practices  or  violations  of law,  (iv) a  suspension  or material
limitation  in trading in  securities  generally  shall have occurred on the New
York Stock Exchange,  (v) a suspension or material  limitation in trading in any
of the  Sponsor's  securities  shall have  occurred on the exchange or quotation
system upon which the Sponsor's  securities  are traded,  if any, (vi) a general
moratorium on commercial  banking  activities shall have been declared either by
federal or Delaware  authorities or (vii) there shall have occurred any outbreak
or escalation of hostilities,  or declaration by the United States of a national
emergency or war or other calamity or crisis,  including acts of terrorism,  the
effect  of which on  financial  markets  is such as to make it,  in the  Initial
Purchaser's judgment,  impracticable or inadvisable to proceed with the offering
or delivery of the Capital Securities.

     11.  SURVIVAL OF  REPRESENTATIONS  AND  OBLIGATIONS.  The  representations,
warranties, agreements and undertakings in this Agreement shall continue in full
force and effect  despite  completion of the  arrangements  for the purchase and
issue of the Capital Securities or any investigation made by or on behalf of the
Initial Purchaser.

     12.  NOTICES.

     (a)  Any communication  shall be given by letter or facsimile,  in the case
of notices to the Issuer, to it at:


                                      -11-
<PAGE>


     Tower Group Statutory Trust V
     c/o Tower Group, Inc.
     120 Broadway, 14th Floor
     New York, New York 10271-1699
     Facsimile: (212) 271-5492
     Attention: Francis M. Colalucci

in the case of notices to the Sponsor, to it at:

     Tower Group, Inc.
     120 Broadway, 14th Floor
     New York, New York 10271-1699
     Facsimile: (212) 271-5492
     Attention: Francis M. Colalucci

and in the case of notices to the Initial Purchaser, to it at:

     Bear, Stearns & Co. Inc.
     383 Madison Avenue
     New York, New York 10179
     Facsimile: 212-272-3182
     Attention: Asset Backed Securities

     (b)  Any such communication  shall take effect, in the case of a letter, at
the time of delivery and in the case of telex, at the time of dispatch.

     (c)  Any  communication  not by telex  shall be  confirmed  by  letter  but
failure to send or receive the letter of  confirmation  shall not invalidate the
original communication.

     13.  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of New  York  without  reference  to its
conflict of laws provisions.

     14.  JURISDICTION. Each of the parties hereto hereby irrevocably submits to
the  non-exclusive  jurisdiction  of any New York State or United States federal
court  sitting  in The City and  County  of New York  over any  suit,  action or
proceeding  arising  out of or relating to this  Agreement  or the  transactions
contemplated hereby which is brought by the Initial Purchaser, the Issuer or the
Sponsor and irrevocably  waives, to the fullest extent it may effectively do so,
any objection  which it may now or hereafter  have to the laying of venue of any
such proceeding.

     15.  NO BANKRUPTCY  PETITION.  The Initial  Purchaser  covenants and agrees
that,  prior to the date which is one year and one day after the payment in full
of all Capital  Securities issued by the Issuer, it will not institute  against,
or join any other  Person in  instituting  against,  the Issuer any  bankruptcy,
reorganization,  arrangement,  insolvency or  liquidation  proceedings  or other
proceedings under any Federal or state bankruptcy or similar law. The provisions
of this Section  shall  survive  termination  of this  Agreement  for any reason
whatsoever.

                                      -12-
<PAGE>


     16.  SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties  hereto and their  respective  successors  and assigns,  and no
other person will have any right or obligations hereunder.

     17.  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which  shall be  deemed to be an  original,  but all such
counterparts shall together constitute one and the same Agreement.





                                      -13-
<PAGE>


     IN WITNESS  WHEREOF,  this  Agreement  has been entered into as of the date
hereinabove set forth.

                                        TOWER GROUP, INC.


                                        By:  /s/ Francis M. Colalucci
                                            ------------------------------------
                                        Name:  Francis M. Colalucci
                                              ----------------------------------
                                        Title:  Senior Vice President and Chief
                                               ---------------------------------
                                                Financial Officer
                                               ---------------------------------

                                        TOWER GROUP STATUTORY TRUST V
                                        By: TOWER GROUP, INC., as Sponsor


                                        By:  /s/ Francis M. Colalucci
                                            ------------------------------------
                                        Name:  Francis M. Colalucci
                                              ----------------------------------
                                        Title:  Senior Vice President and Chief
                                               ---------------------------------
                                                Financial Officer
                                               ---------------------------------

                                        BEAR, STEARNS & CO. INC., as Initial
                                        Purchaser


                                        By:  /s/ Thomas S. Dunstan
                                            ------------------------------------
                                        Name:  Thomas S. Dunstan
                                              ----------------------------------
                                        Title: Senior Managing Director
                                               ---------------------------------


                                      -14-
<PAGE>


                                                                         ANNEX A

     Pursuant to Section 7(c) of the Purchase Agreement, special counsel for the
Sponsor shall deliver an opinion in substantially the following form:

     1.   The Sponsor has been duly  incorporated and is validly existing and in
good  standing  under the laws of the State of  Delaware.  The  Sponsor  is duly
qualified to do business as a foreign  corporation and is in good standing under
the laws of each jurisdiction which requires such qualification  wherein it owns
or leases  properties  or conducts  business,  except where the failure to be so
qualified  would not,  singularly or in the aggregate,  have a Material  Adverse
Effect, and holds all approvals, authorizations,  orders, licenses, certificates
and  permits  from  governmental  authorities  necessary  for the conduct of its
business,  except  where the  failure  to hold such  approvals,  authorizations,
orders,  licenses,  certificates  and/or permits would not, singularly or in the
aggregate,  have a Material Adverse Effect. Each of the Significant Subsidiaries
is duly organized, validly existing and in good standing under the laws of their
jurisdiction of organization  and each of the Sponsor and such  subsidiaries has
full  corporate  power and authority to own or lease its  properties and conduct
its business as such business is currently  conducted in all material  respects.
Each of the  Significant  Subsidiaries  is duly  qualified  to do  business as a
foreign  corporation and is in good standing under the laws of each jurisdiction
which  requires  such  qualification  wherein  it owns or leases  properties  or
conducts  business,  except  where the  failure  to be so  qualified  would not,
singularly or in the aggregate,  have a Material  Adverse Effect,  and holds all
approvals,  authorizations,  orders,  licenses,  certificates  and permits  from
governmental authorities necessary for the conduct of its business, except where
the  failure  to  hold  such  approvals,   authorizations,   orders,   licenses,
certificate  and/or permits would not,  singularly or in the  aggregate,  have a
Material Adverse Effect.

     2.   The  issuance,  sale and delivery of the Capital  Securities  and Debt
Securities  in  accordance  with  the  terms  and  conditions  of  the  Purchase
Agreement,  the Debenture  Subscription  Agreement and the Transaction Documents
have been duly  authorized  by all necessary  actions of the Sponsor's  Board of
Directors (the "Board"),  and when delivered in accordance  with the Transaction
Documents,  will be duly and validly issued,  fully paid and nonassessable,  and
will conform to the descriptions therein.

     3.   Neither  the  issue  and sale of the  Capital  Securities  or the Debt
Securities,  the  execution  and  delivery of the  Transaction  Documents by the
Sponsor  or the Trust  and the  consummation  of any  other of the  transactions
contemplated  in any  Transaction  Document  nor the  fulfillment  of the  terms
thereof will conflict with,  result in a breach or violation of, or constitute a
default under any rule or  regulation,  or the charter or by-laws of the Sponsor
or any of its  Significant  Subsidiaries,  the terms of any  indenture  or other
agreement  or  instrument  to  which  the  Sponsor  or any  of  its  Significant
Subsidiaries is a party, or otherwise bound, or any judgment,  order,  decree of
any  court,  regulatory  body,  administrative  agency,   governmental  body  or
arbitrator  having  jurisdiction  over  the  Sponsor  or any of its  Significant
Subsidiaries,  or any rule or regulation applicable to the Sponsor or any of its
Significant  Subsidiaries,  except for such conflicts,  breaches,  violations or
defaults  which are not,  in the  aggregate,  material  to the  Sponsor  and its


                                       A-1
<PAGE>

subsidiaries taken as a whole and which do not adversely affect the consummation
of the transactions  contemplated in the Purchase  Agreement and the Transaction
Documents.

     4.   The Sponsor has all requisite  corporate and trust power to enter into
and perform their obligations under the Purchase Agreement,  which has been duly
and validly authorized,  executed and delivered by the Sponsor,  constitutes the
legal,  valid and binding  obligations  of the Sponsor  enforceable  against the
Sponsor in accordance with its terms,  except as the enforcement  thereof may be
limited  by  general  principles  of  equity  and  by  bankruptcy,   insolvency,
reorganization,  receivership,  moratorium,  fraudulent conveyance or other laws
relating  to or  affecting  creditors'  rights  generally,  and  except  as  the
indemnification  and  contribution  provisions  thereof  may  be  limited  under
applicable  laws and as to certain  remedies  which may not be  available in the
case of a non-material breach.

     5.   Each of the  Indenture  and the  Guarantee  Agreement  has  been  duly
authorized,  executed  and  delivered  by the  Sponsor  and (in the  case of the
Indenture  and the  Guarantee,  respectively,  assuming  it is duly  authorized,
executed  and  delivered by the  respective  trustees)  constitutes  a valid and
legally  binding  obligation of the Sponsor  enforceable in accordance  with its
terms,  subject  to  the  effect  of  bankruptcy,  insolvency,   reorganization,
receivership,  moratorium,  fraudulent  conveyance  and other laws affecting the
rights and remedies of creditors generally and to general principles of equity.

     6.   The  Declaration has been duly  authorized,  executed and delivered by
the Sponsor and the Administrators.

     7.   The Debt Securities have been duly authorized,  executed and delivered
by  the  Sponsor,  are  entitled  to the  benefits  of the  Indenture  and  when
authenticated  in accordance  with the provisions of the Indenture and delivered
to and  paid  for  by the  Trust,  will  constitute  legal,  valid  and  binding
obligations of the Sponsor  enforceable  against the Sponsor in accordance  with
their terms,  subject to the effect of bankruptcy,  insolvency,  reorganization,
receivership,  moratorium,  fraudulent  conveyance  and other laws affecting the
rights and remedies of creditors generally and to general principles of equity.

     8.   The execution,  delivery and performance of the Purchase Agreement and
the consummation of the transactions  contemplated by the Purchase Agreement and
the  Transaction  Documents do not and will not constitute a material  breach or
violation of, or constitute a material default under,  with or without notice or
lapse  of time or  both,  any of the  terms,  provisions  or  conditions  of the
articles of  incorporation  or  charter,  by-laws or other  governing  documents
(including  without  limitation,  the  Declaration) of the Sponsor or any order,
decree, judgment,  franchise,  license, permit, rule or regulation of any court,
arbitrator,  government, or governmental agency or instrumentality,  domestic or
foreign, having jurisdiction over the Sponsor.

     9.   No   consent,   approval,   authorization   or  order  of  any  court,
governmental  agency or body, or any other regulatory  agency with  jurisdiction
over  the  Sponsor  is  required  for  the   consummation  of  the  transactions

                                       A-2
<PAGE>

contemplated in the Transaction  Documents,  in connection with the solicitation
of the purchase and sale of the Capital Securities by you or the purchase of the
Debt Securities by the Trust except such approvals as have been obtained.

     10.  Assuming  the  accuracy  of the  representations  and  warranties  and
compliance with the agreements  contained in the Purchase  Agreement,  it is not
necessary  in  connection  with the  offering,  sale and delivery of the Capital
Securities,  the Debt Securities and the Common  Securities to register the same
under  the  Securities  Act  of  1933,  as  amended,   under  the  circumstances
contemplated  in the Purchase  Agreement,  and the  Indenture,  Declaration  and
Guarantee  Agreement are not required to be qualified  under the Trust Indenture
Act of 1939.

     11.  Neither the Sponsor nor the Trust is, and,  following  the issuance of
the Capital Securities and the consummation of the transactions  contemplated by
the Operating Documents and the application of the proceeds  therefrom,  will be
an "investment company" or an entity "controlled" by an "investment company", in
each case within the meaning of the Investment Company Act of 1940, as amended.











                                       A-3
<PAGE>
                                                                         ANNEX B

     Pursuant to Section  7(c) of the  Purchase  Agreement,  tax counsel for the
Sponsor shall deliver an opinion in substantially the following form:



     It is our opinion that,  under current law and assuming the  performance of
the Transaction  Documents in accordance with the terms described  therein,  the
Subordinated  Debt  Securities  will be treated for United States federal income
tax purposes as indebtedness of the Sponsor.

     It is our  opinion  that the Trust will be  classified  for  United  States
federal income tax purposes as a grantor trust and not as an association taxable
as a corporation.









                                       B-1