SEC FORM 4

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^*

HUBER J KENDALL

(Last)

(First)

(Middle)

C/O THE HANOVER INSURANCE GROUP, INC.

440 LINCOLN ST. (E-10)

(Street)

WORCESTER

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/07/2008		A⁽¹⁾		5,400	A	⁽¹⁾	32,419	D
Common Stock	02/07/2008		A⁽²⁾		5,890	A	⁽²⁾	38,309	D
Common Stock	02/07/2008		F		1,795	D	$44.85	36,514	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On 2/7/05, Reporting Person was granted 3,600 (target) performance-based restricted stock units (the "2005 PBRSUs") pursuant to the 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 the Reporting Person remains continuously employed by the Issuer until such date, the 2005 PBRSUs vest three years after the grant date (2/7/08). The actual 2005 PBRSU award could be a low as zero or as high as 150% of the target based upon the return on equity actually achieved. On 2/7/08, 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, Reporting Person was issued 5,400 shares of THG common stock.

2. On 2/14/06, Reporting Person was granted 4,000 (target) performance-based restricted stock units (the "2006 PBRSUs") pursuant to the Issuer's 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 grant date and the remaining 50% of the 2006 PBRSUs vest three years after grant date. The actual 2006 PBRSU award could be as low as zero and as high as 175% of the target, based upon the retun on equity actually achieved. On 2/7/08, the Issuer determined that the ROE Target had been achieved at a level the 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 5,890 shares of THG common stock.

	J. Kendall Huber	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.