HANOVER INSURANCE GROUP, INC. — Director's Dealing 2012

Jan 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HANOVER INSURANCE GROUP, INC. (THG)
CIK: 0000944695
Period of Report: 2012-01-20

Reporting Person: Allen Bryan David (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-20	Common Stock	A	2500	—	Acquired	20889	Direct
2012-01-20	Common Stock	A	2750	—	Acquired	23639	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-20	Common Stock Option (right to buy)	$36.81	A	16000	Acquired	2022-01-20	Common Stock (16000)	Direct

Footnotes

F1: Grant of restricted stock pursuant to Issuer's 2006 Long-Term Incentive Plan. The restricted shares vest on the second anniversary of the grant date.

F2: Grant of restricted stock units pursuant to Issuer's 2006 Long-Term Incentive Plan. The units vest 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date.

F3: On December 30, 2011, the plan sponsor terminated the THG Stock Fund investment option in the Company's 401(k). In connection with the termination, Reporting Person's investment in such fund was automatically liquidated and transferred to another investment option. Accordingly, Reporting Person no longer holds shares of THG common stock indirectly through the Company's 401(k).

F4: The option vests 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date.