0001193125-06-056711 Sample Contracts

THE HANOVER INSURANCE GROUP, INC. PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENT
Performance Based Restricted Stock Unit Agreement • March 16th, 2006 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware

This Performance Based Restricted Stock Unit Agreement (the “Agreement”) is made as of this ____ day of February, 2006 by and between THE HANOVER INSURANCE GROUP, INC., a Delaware corporation (the “Company”), and _______________, (“the Participant”).

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AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT OF THE HANOVER INSURANCE GROUP, INC.
Rights Agreement • March 16th, 2006 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware

This Amendment No. 1, dated as of December 30, 2005 (this “Amendment”), amends the Rights Agreement dated as of December 16, 1997 (the “Rights Agreement”), between The Hanover Insurance Group, Inc., a Delaware corporation formerly known as Allmerica Financial Corporation (the “Company”), and Computershare Trust Company, N.A., a nationally chartered trust company (as successor to First Chicago Trust Company of New York, a New York trust company) as Rights Agent (the “Rights Agent”). Terms defined in the Rights Agreement and not otherwise defined herein are used herein as so defined.

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