HANOVER INSURANCE GROUP, INC. — Director's Dealing 2015

Jan 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HANOVER INSURANCE GROUP, INC. (THG)
CIK: 0000944695
Period of Report: 2015-01-19

Reporting Person: Welzenbach Mark Joseph (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-19	Common Stock	A	3375	—	Acquired	29971	Direct
2015-01-20	Common Stock	F	549	$69.64	Disposed	29422	Direct
2015-01-20	Common Stock	F	426	$69.64	Disposed	28996	Direct

Footnotes

F1: On January 20, 2012, the Reporting Person was granted 2,250 (target) performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2006 Long-Term Incentive Plan. The PBRSUs were subject to both a time-based and a performance condition, and the actual award could be as low as zero and as high as 150% of target depending on the level of performance achieved. On January 19, 2015, the Compensation Committee determined that the level of performance achieved entitled the holders of the PBRSUs to 150% of their target award. Accordingly, on January 19, 2015, the PBRSUs' performance criteria vested, and the PBRSUs converted into the number of restricted stock units indicated on this Form 4. 50% of the restricted stock units vest on each of the third and fourth anniversaries of the date of grant.

F2: On January 20, 2015, 50% of the restricted stock units described in Footnote 1 vested. Represents shares that were forfeited to pay withholding taxes upon the vesting of these restricted stock units.

F3: Represents shares that were forfeited to pay withholding taxes upon the vesting of restricted stock units that were previously granted by the Issuer.