Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ZURAITIS MARITA
   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)
Executive Vice President
(Last)
(First)
(Middle)
THE HANOVER INSURANCE GROUP, INC., 440 LINCOLN STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/07/2008
(Street)

WORCESTER, MA 01653		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/07/2008   A(1)   9,150 A (1) 27,318 D  
Common Stock 02/07/2008   A(2)   14,725 A (2) 42,043 D  
Common Stock 02/07/2008   F   2,960 D $ 44.85 39,083 D  
Common Stock 02/07/2008   A(1)   3,450 A (1) 18,154 I Deferral Agreement

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ZURAITIS MARITA
THE HANOVER INSURANCE GROUP, INC.
440 LINCOLN STREET
WORCESTER, MA 01653		       Executive Vice President  

Signatures

 Walter H. Stowell pursuant to Confirming Statement   02/08/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On 2/7/05, Reporting Person was granted 8,400 (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 (2/7/08). 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, Reporting Person's 2005 PBRSUs converted into 12,600 shares of THG common stock, 9,150 of which were issued to Reporting Person and 3,450 of which were deferred pursuant to a deferral agreement.
(2) On 2/14/06, Reporting Person was granted 10,000 (target) performance-based restricted stock units (the "2006 PBRSUs") pursuant to 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 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 14,725 shares of common stock.

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