EX 10.5


		
			Exhibit 10.5
		

		
			The Hanover Insurance Group, Inc. 
		

		
			2016-2017 Compensation of Non-Employee Directors 
		

		
			— For the annual service period beginning on May 24, 2016, the date of the 2016 Annual Meeting of Shareholders— 
		

		
			 
		

			
					
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						Standard Fees

					
					
						  

					
					
						Description

				
	
					
						Annual Director Retainer

					
					
						  

					
					
						 

				
	
					
						- Stock Component

					
					
						  

					
					
						-$125,000 valuation

				
	
					
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						-Granted on May 24, 2016. Issued pursuant to Company’s 2014 Long-Term Incentive Plan (the “2014 Plan”)

				
	
					
						- Cash Component

					
					
						  

					
					
						-$85,000

				
	
					
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						-Payable on or after May 24, 2016

				
	
					
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						Committee Chairperson Annual Retainer (payable in addition to Committee Annual Retainer)

					
					
						  

					
					
						-$10,000 for the chairperson of the Nominating and Corporate Governance Committee, payable on or after May 24, 2016

				
	
					
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						-$14,000 for the chairperson of the Compensation Committee, payable on or after May 24, 2016

				
	
					
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						-$24,000 for the chairperson of the Audit Committee, payable on or after May 24, 2016

				
	
					
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						Chairman of the Board Retainer

					
					
						  

					
					
						-$125,000 

					
						-Payable on or after May 24, 2016 

					
						 

				
	
					
						Committee Annual Retainer

					
					
						  

					
					
						-$5,000 for each member of the Nominating and Corporate Governance Committee, payable on or after May 24, 2016

				
	
					
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						-$7,000 for each member of the Compensation Committee, payable on or after May 24, 2016

				
	
					
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						-$12,000 for each member of the Audit Committee, payable on or after May 24, 2016

				
	
					
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						Other

					
					
						 

					
					
						 

				
	
					
						Special Chief Executive Officer Search Committee Fee

					
					
						 

					
					
						-$10,000 for each Committee Member, payable on or after May 24, 2016

					
						 

					
						-$20,000 for the Committee Chair, payable on or after May 24, 2016

					
						 

				
	
					
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						Deferred Compensation Plan

					
					
						 

					
					
						-Directors may defer receipt of their cash and stock compensation (including any cash compensation that is converted to into stock under the Conversion Program). Deferred cash amounts are accrued in a memorandum account that is credited with interest derived from the so-called General Agreement on Tariffs and Trade (GATT) Rate (3.03% in 2016). All deferrals are pursuant to The Hanover Insurance Group, Inc. Non-Employee Director Deferral Plan.

				
	
					
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						Conversion Program

					
					
						 

					
					
						-At the election of each director, cash retainers may be converted into Common Stock of the Company with such stock issued pursuant to the 2014 Plan

				
	
					
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						Reimbursable Expenses

					
					
						 

					
					
						-Travel and related expenses incurred in connection with service on the Board of Directors and its Committees.  The Company also reimburses Mr. Angelini’s employer, Bowditch & Dewey, for estimated expenses for administrative support related to his duties as Chairman of the Board.

				
	
					
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						Matching Charitable Contributions

					
					
						 

					
					
						-Company will provide matching contributions to qualified charitable organizations up to $5,000 per director per year

				



		
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