SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EPPINGER FREDERICK H
(Last) (First) (Middle)
THE HANOVER INSURANCE GROUP, INC.
440 LINCOLN ST
(Street)
WORCESTER MA 01653
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HANOVER INSURANCE GROUP, INC. [ THG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/29/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/29/2008 M(1) 300 A $23.58 45,560 D
Common Stock 01/29/2008 S(1) 300 D $48 45,260 D
Common Stock 02/07/2008 A(2) 30,000 A (2) 75,260 D
Common Stock 02/07/2008 A(3) 18,407 A (3) 93,667(4) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $23.58 01/29/2008 M(1) 300 (5) 08/28/2013 Common Stock 300 $0 299,700 D
Explanation of Responses:
1. The option exercise and sale reported in this filing was affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2007.
2. On March 15, 2005, Reporting Person was granted 20,000 (target) performance-based restricted stock units (the "2005 PBRSUs") pursuant to Issuer's Amended Long-Term Stock Incentive Plan (the "1996 Plan"). Provided the Issuer's property and casualty operations achieved a specified return on equity for the year 2007 (the "2007 ROE Target") and Reporting Person remains continuously employed by the Issuer until such date, the 2005 PBRSUs vest three years after the grant date (3/15/08). The actual 2005 PBRSU award could be as low as zero, and as high as 150% of the target, based on the return on equity actually achieved. On February 7, 2008, the Issuer determined that the 2007 ROE Target had been achieved at a level that entitled holders of the 2005 PBRSUs to 150% of their target award. Accordingly, provided Reporting Person remains employed by the Issuer on the vesting date (3/15/08), Reporting Person will be issued 30,000 shares of common stock.
3. On 2/14/06, Reporting Person was granted 12,500 (target) performance-based restricted stock units (the "2006 PBRSUs") pursuant to Issuers 1996 Plan. Provided the Issuer's property and casualty operations achieved a specified average return on equity for the years 2006 and 2007 (the "ROE Target") and Reporting Person remains continuously employed by the Issuer until such date, 50% of the 2006 PBRSUs vest two years after the grant date and the remaining 50% of the 2006 PBRSUs vest three years after the grant date. The actual 2006 PBRSU award could be as low as zero, and as high as 175% of the target, based on the return on equity actually achieved. On 2/7/08, the Issuer determined that the ROE Target had been achieved at a level that entitled holders of the 2006 PBRSUs to 147.25% of their target award. Accordingly, provided Reporting Person remains employed by the Issuer on the applicable vesting dates, Reporting Person will be issued an aggregate of 18,407 shares of common stock.
4. Additional 52,452 shares held indirectly pursuant to deferral agreement.
5. Option to purchase granted under Issuer's 1996 Plan, which became exercisable at a rate of 25% on 8/28/04; 25% on 8/28/05; and 50% on 8/28/06.
Walter H. Stowell pursuant to Confirming Statement 02/08/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.