8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2007

THE HANOVER INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13754	04-3263626
(State or other jurisdiction	(Commission File Number)	(I.R.S.Employer
of incorporation)		Identification No.)

440 Lincoln Street, Worcester, Massachusetts 01653

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (508) 855-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principle Officers; Election of Directors; Appointment of Principal Officers.

On July 24, 2007, John J. Leahy, 49, accepted an offer to join The Hanover Insurance Group, Inc. (the “Company”) as its Executive Vice President and Chief Financial Officer. In his capacity as Chief Financial Officer, Mr. Leahy will serve as the Company’s principal financial and accounting officer. It is expected that Mr. Leahy will assume the position of Chief Financial Officer effective September 1, 2007, but will join the Company prior to such date in a transitional role. A copy of the press release announcing the appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Since 1999, Mr. Leahy served as Executive Vice President and Chief Financial Officer of Keane, Inc. (formerly NYSE: KEA) (“Keane”), a Boston-based business and IT services firm, and served as interim President and Chief Executive Officer during much of 2006.

The Company and Mr. Leahy entered into an Offer Letter effective as of July 24, 2007, the material terms of which are as follows:

• Mr. Leahy’s initial base salary will be $480,000 per year.

• Effective upon his date of hire, Mr. Leahy will be granted the following equity awards under the Company’s 2006 Long-Term Incentive Plan: •     An option to purchase shares of the Company’s Common Stock having a fair value (determined in accordance with FAS 123(R)) on the date of grant equal to approximately $500,000. The exercise price of such option shall equal the closing price per share of the Company’s Common Stock as reported on the New York Stock Exchange on his date of hire and such option will (assuming Mr. Leahy remains continuously employed by the Company through such dates) vest over a three year period: 25% on the first and second anniversary of his hire date; and 50% on the third anniversary of his hire date. •     A number of restricted stock units having a fair value (determined in accordance with FAS 123(R)) on the date of grant equal to approximately $400,000. Provided Mr. Leahy remains continuously employed by the Company through such date, the restricted stock units shall vest and convert into an equivalent number of shares of the Company’s Common Stock on the second anniversary of his date of hire.

• Mr. Leahy’s 2008 Long-Term Incentive Program Award will have a targeted value of 150% of his base salary.

• Mr. Leahy’s 2008 Short-Term Incentive Compensation Award will have a targeted value of 90% of his base salary.

• Mr. Leahy will participate in the Company’s Amended Employment Continuity Plan (previously filed as Exhibit 10.69 to the Company’s June 30, 2005 Report on Form 10-Q).

• In the event Mr. Leahy’s employment is involuntarily terminated without good cause, or is he is constructively terminated, within 12 months of his date of hire, Mr. Leahy will be eligible to receive severance compensation equal to up to 12 months’ base compensation plus $200,000.

• Mr. Leahy will be eligible to participate in the Company’s benefit programs, including, but not limited to, Group Medical, Dental, Life, Short and Long-Term Disability Insurance, The Hanover Insurance Group Retirement Savings Plan (Qualified 401(k) Plan and Nonqualified Retirement Savings Plan) and financial planning services.

The foregoing description of the terms of the Offer Letter do not purport to be complete and is qualified in its entirety by the Offer Letter attached hereto as Exhibit 10.1 and incorporated herein by reference.

Pursuant to Item 404(a) of Regulation S-K, the Company is also required to disclose the following relationship between Keane (as Mr. Leahy’s former employer) and the Company: First Allmerica Financial Life Insurance Company, a wholly-owned subsidiary of the Company (“FAFLIC”), and Keane are parties to a certain Master Agreement for Outsourcing and Related Services dated January 1, 2007 (the “Agreement”) pursuant to which Keane provides outsourcing and related services to the Company and its affiliates. Since January 1, 2007, payments made by FAFLIC to Keane for services rendered under the Agreement amounted to approximately $11,000,000.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits

The following exhibits are furnished herewith:

Exhibit 10.1	Offer Letter dated July 24, 2007 between John J. Leahy and The Hanover Insurance Group, Inc.
Exhibit 99.1	Press release dated July 25, 2007

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Hanover Insurance Group, Inc.

(Registrant)

Date: July 30, 2007	By:	/s/ J. Kendall Huber
		J. Kendall Huber
		Senior Vice President, General
		Counsel and Asst. Secretary

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Exhibit Index
Exhibit 10.1	Offer Letter dated as of July 24, 2007 between John J. Leahy and The Hanover Insurance Group, Inc.
Exhibit 99.1	Press release dated July 25, 2007

Q:\OGC Filing System\OGC E-Files\THG\General Matters\WHS Working File\SEC\8-K\2007 8-K filings\Form 8-K for Leahy v4.doc

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EX-10

Exhibit 10.1

July 23, 2007

Mr. John J. Leahy

162 Highland Street

Weston, MA 02493

Dear John:

I am pleased to extend to you an offer of employment to join The Hanover Insurance Group as Executive Vice President and Chief Financial Officer, reporting directly to me. The terms of your employment would be as follows:

1. Effective on your first day (your “Employment Date”), your salary will be payable in biweekly installments of approximately $18,461, which annualizes to $480,000.

2. You will participate in the 2008 Annual Incentive Compensation Program (IC) at a target of 90% of base salary. The program may be funded up to two times the target award level based on the Company’s achievement of specific financial goals. Your individual target goals will be established by you and me (subject to ratification by the Compensation Committee) in accordance with The Hanover Insurance Group Short Term Incentive Plan. Any IC payment will be contingent upon you being employed at The Hanover Insurance Group at the time the payment is made and is subject to the terms of the program and approval of the Compensation Committee.

In lieu of a 2007 Annual Incentive award, you will be granted THG restricted stock units (RSUs) with an estimated current value of $400,000 on your Employment Date. The RSUs will have a 2 year restriction; 2 years from your Employment Date, the restriction will lapse and the units will convert into shares that will fully vest as long as you are still employed with The Hanover Insurance Group.

3. You also will be granted stock options on your Employment Date with an estimated current value of $500,000. The strike price of the stock options will be the price of THG stock at the close of business on your Employment Date. Stock options vest over a three year period: 25% after one year of employment, an additional 25% after two years of employment, and an additional 50% after three years of employment.

As a participant in the 2008 Long Term Incentive Program, your Long Term Incentive Award will be targeted at a value at grant of approximately 150% of your annual base salary. For 2008, your award will have a targeted value at grant of approximately $725,000.

This offer and granting of all RSUs, stock awards, stock options and other grants under the Long Term Incentive Program are subject to the approval of the Compensation Committee of the Board of Directors and the terms and conditions of The Hanover Insurance Group Inc. 2006 Long-Term Incentive Plan, and as otherwise specified in the grant agreements. In this regard, we have discussed the terms of this offer with the Chairman of the Board and the Chairman of the Compensation Committee.

July 23, 2007

John Leahy

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4. You will be eligible to participate in The Hanover Insurance Group’s benefit programs, including, but not limited to, Group Medical, Dental, Life, Short and Long Term Disability Insurance, and The Hanover Insurance Group Retirement Savings Plan (Qualified 401(k) Plan and our Nonqualified Retirement Savings Plan) available to executives with total compensation (annualized salary and bonuses) of $225,000 or more. 

5. You will be eligible to participate in our Financial Planning benefit provided through AYCO Financial Services, Inc.

6. You will be eligible to earn four (4) weeks vacation annually in addition to Company paid holidays and other Company Leave Plans described in our Benefits Programs.

7. You agree to abide by The Hanover Insurance Group’s Code of Conduct and all other corporate policies as in effect from time to time. Employment at The Hanover Insurance Group is at-will. This means that you or the Company can terminate the employment relationship at any time, for any reason or no reason at all, with or without cause or notice.

8. You will also be eligible to participate in Hanover’s Change-In-Control Plan. Participation in the Plan is subject to the approval of the Compensation Committee of the Board of Directors and the terms and conditions of THG’s Amended Employment Continuity Plan, as in effect from time to time (the “Continuity Plan”).

9. If (i) your employment is involuntarily terminated without good cause or (ii) your duties or responsibilities change, without your consent, in a material or adverse manner (i.e., such change is effectively a demotion and a material diminution of your responsibilities) and you elect to terminate as a result of such a “constructive termination”, in either case within 12 months of your Employment Date, then you will be eligible to receive severance compensation equal to 12 months’ base compensation. Additionally, if you are involuntarily or constructively terminated within 12 months of your Employment Date as provided above and after the payment to eligible participants of the 2007 Annual Incentive Compensation Awards, which are targeted to be paid in March 2008, you will also be eligible to receive an additional cash payment of $200,000, which is one-half of the estimated value of the RSUs to be granted pursuant to paragraph 2. These benefits are subject to the execution of a separation agreement on terms and conditions acceptable to the Company (the “Severance Agreement”).

In the event you believe these provisions should be triggered, you must give the Company a written notice within 10 business days of the occurrence of such triggering and, in the event of a constructive termination, a proposed termination date 30 days thereafter. The Company shall have the right to cure a purported constructive termination within 15 days of receipt of said notice. The Severance Agreement will have a release of claims against the Company, non-solicitation, confidentiality and non-disparagement provisions, along with other terms acceptable to the Company.

These provisions in this paragraph 9 have no applicability if your termination is in any way related to a Change-in-Control or a potential Change-in-Control in which case benefits for which you are eligible, if any, shall be determined by the terms of the Continuity Plan.

10. As a condition of employment, all employees will be paid through Electronic Funds Transfer (EFT). You may elect to distribute your pay into one or more accounts.

July 23, 2007

John Leahy

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11. Under the Federal immigration law, you will be required to complete an I-9 form verifying your employment eligibility in the United States. Refer to the enclosed materials for a list of acceptable forms of documentation. Be sure to bring the appropriate documents with you to new employee orientation on your first day of work.

12. Finally, as a condition of your hiring and continued employment thereafter, you must agree that you will not, directly or indirectly, during the term of your employment with the Company and for a period of one year thereafter, hire, solicit, entice away or in any way interfere with the Company’s relationship with, any of its policyholders, customers, clients, agents, registered representatives, vendors, officers or employees, or in any way participate with, assist or encourage a third party to do so. We understand that there are no impediments such as non-solicitation or non-competition arrangements which would impede your ability to carry out your contemplated responsibilities with the Company.

We will need to have you complete the enclosed application and return it to Bryan Allen along with one signed copy of the offer letter upon acceptance. The offer is contingent upon a satisfactory reference and background check. Our standard procedure is to complete our reference and background checks once your authorization has been received. Additionally, we have provided a copy of the Financial Planning Program with the enclosed materials.

We will mutually agree on your Employment Date, although there may be functions we would like for you to attend or activities we would like for you to undertake prior to your actual Employment Date. It is anticipated that you would officially become Chief Financial Officer following Ed Parry’s effective resignation date of August 31, 2007.

John, I am very excited about the prospect of you joining The Hanover as my partner in our journey to create a world class company. Please don’t hesitate to call me at (508) 855-2600 if you have any questions.

Yours truly,

/s/ Frederick H. Eppinger

Fred H. Eppinger, Jr.

President and Chief Executive Officer

The foregoing terms and conditions of employment are hereby agreed to and accepted:

/s/ John J. Leahy July 24, 2007

_________________________________ ___________________

John J. Leahy Date

Cc: Michael Angelini, Esq.

Robert Murray

Bryan Allen

J. Kendall Huber, Esq.

EX-99

Exhibit 99.1

The Hanover Insurance Group Names

John J. Leahy Chief Financial Officer

WORCESTER, Mass., (July 25, 2007) – The Hanover Insurance Group, Inc.

(NYSE: THG) today announced that John J. Leahy will assume the role of executive vice president and chief financial officer, effective September 1. In this position, he will provide overall leadership for all aspects of the company’s financial operations and investments.

“John is a very talented and experienced financial executive and public company chief financial officer,” said Frederick H. Eppinger, chief executive officer of The Hanover Insurance Group. “He will bring to our company outstanding financial leadership, a strong business acumen and the insight developed through his many and varied career experiences.”

Over the past 25 years, Leahy has served in key financial, business and strategy roles with PepsiCo, Inc. (NYSE: PEP) and with Keane, Inc. (NYSE: KEA), a Boston-based business and IT services firm.

Leahy comes to The Hanover from Keane, where he was executive vice president and chief financial officer since 1999, and served as interim president and chief executive officer during much of 2006. Leahy brought a strong results orientation and performance management discipline to Keane, and successfully led the company through an important leadership transition.

Prior to joining Keane, Leahy spent 17 years at PepsiCo. There, he served in a number of key roles, providing financial management and oversight, and developing business strategies.

-more-

The Hanover Insurance Group Names John J. Leahy Chief Financial Officer

Page 2 of 2

A 1980 graduate of Merrimack College, Leahy earned a master’s degree in business administration with a concentration in finance from Boston College in 1982.

Leahy will succeed Edward J. Parry, III, who in February announced plans to leave the company and pursue other career opportunities. Parry’s resignation will be effective August 31, 2007.

The Hanover Insurance Group, Inc., based in Worcester, Mass., is the holding company for a group of insurers that includes The Hanover Insurance Company, also based in Worcester, Citizens Insurance Company of America, headquartered in Howell, Michigan, and their affiliates. The Hanover offers a wide range of property and casualty products and services to individuals, families and businesses through an extensive network of independent agents, and has been meeting its obligations to its agent partners and their customers for more than 150 years. Taken as a group, The Hanover ranks among the top 40 property and casualty insurers in the United States.

CONTACTS:

Investor Relations Media Relations

Sujata Mutalik Mike Buckley

smutalik@hanover.com mibuckley@hanover.com

(508) 855-3457 (508) 855-3099