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                                                                   EXHIBIT 10.24

                      AMENDED AND RESTATED PROMISSORY NOTE

New York, NY                                                     August 2, 2004

         FOR VALUE RECEIVED, the undersigned, (the "Maker"), promises to pay to
the order of Tower Risk Management, Inc. ("Holder"), the principal sum as
determined below, together with interest at the rate of four (4%) percent,
compounded annually (or such greater amount as may be necessary at the time of
each draw-down to avoid imputation of interest under applicable internal Revenue
Code provision), in lawful money of the United States, which shall be legal
tender in payment of all debts, public and private, at the time of payment, in
the manner hereinafter provided. This Amended and Restated Note replaces the
promissory note executed on March 14, 2000.

         1. The undersigned has taken draw downs and shall be entitled to take
draw downs from time to time up unto thirty days before the Maturity Date (as
hereinafter defined) and Holder agrees to supply such draw downs. Each draw down
shall bear interest commencing on the date of such draw down as set forth above,
and shall, with such interest, be due and payable on the earlier of (i) the
consummation of the sale by the Maker of shares of common stock of Tower Group,
Inc. following the registration by Tower Group Inc. of its shares of common
stock under the Securities Act of 1933 or (ii) March 14, 2007 (the "Maturity
Date"). Each draw-down shall be recorded upon the attached schedule and the
total of all draw downs shall not exceed $1 million.

         2. This Note may be prepaid in full, or in part, at any time without
premium or penalty, but with accrued interest on the amount so prepaid.

         3. In no event shall the amount of interest due or payable hereunder
exceed the maximum rate of interest allowed by applicable law, and in the event
any such payment is inadvertently paid by the Maker or inadvertently received by
the Holder, then such excess sum shall be credited as a payment of principal. It
is the express intent hereof that the Maker not pay and the Holder not receive,
directly or indirectly, in any manner whatsoever, interest in excess of that
which may be legally paid by the Maker under applicable law.

         4. Maker, for itself and its successors and assigns, expressly waives
presentment, demand, protest, notice of dishonor, notice of nonpayment, notice
of maturity, and notice of protest. Maker shall also be responsible for and
shall pay to Holder any collection costs, including, without limitation, any
reasonable attorneys fees.

         5. Each payment when paid shall be applied first to the costs of
collection, if any, then to the payment of any interest accrued under this Note
and the remaining amount thereof shall be credited against the principal balance
due hereunder.

         6. The indebtedness and obligations evidenced by this Note shall be
governed and construed in accordance with the laws of the State of New York.
This Note shall inure to the benefit of Holder and its successors and assigns
and the term Holder shall be deemed to include such successors and assigns.


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         IN WITNESS WHEREOF, Maker has caused this Note to be executed on the
day and year first above written.

                                       /s/ Michael H. Lee
                                       -----------------------------
                                       Michael Lee


Accepted and Agreed
Tower Risk Management, Inc.


By:  /s/ Steven G. Fauth
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