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: ZURAITIS MARITA (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-20	Common Stock	A	5750	—	Acquired	55962	Direct
2012-01-20	Common Stock	A	10000	—	Acquired	65962	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	50000	Acquired	2022-01-20	Common Stock (50000)	Direct

Footnotes

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

F2: Grant of restricted stock units pursuant to the 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: Does not include 35,792 shares deferred by the Reporting Person held indirectly in a Rabbi Trust.

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