THE HANOVER INSURANCE GROUP AMENDED AND RESTATED NON-QUALIFIED RETIREMENT SAVINGS PLAN

1.01

Name and Purpose of Plan . This Plan shall be known as The Hanover Insurance Group Amended and Restated Non-Qualified Retirement Savings Plan (the “ Plan ”).

This Plan was initially adopted by First Allmerica Financial Life Insurance Company (“ First Allmerica ”). First Allmerica, formerly known as State Mutual Life Assurance Company of America, had adopted this deferred compensation plan for the benefit of certain highly compensated employees to help ensure that First Allmerica’s compensation and benefits programs for top management attract, retain and motivate qualified personnel.

As of January 1, 2008, The Hanover Insurance Company (“ Hanover ”) agreed to assume (i) the sponsorship, and (ii) all liabilities and obligations, of the Plan.

This Plan is intended to be a non-qualified and unfunded plan, maintained solely for the purpose of providing deferred compensation benefits to a select group of management or highly compensated employees.

1.02

Plan Effective Date . The effective date of this Plan is January 1, 2005. The effective date of this restatement is January 1, 2008. The Plan has been amended and restated to reflect all amendments indicated on Schedule A .

1.03

Section 409A Compliance . Compensation deferrals under this Plan as in effect prior to January 1, 2008 were made and administered in good faith in accordance with the requirements of Code Section 409A. Such deferred compensation and earnings thereon have been credited to the appropriate Participant Accounts in accordance with Article IV and are subject to the terms of this Plan.

The provisions of this Plan and the payments provided hereunder are intended to comply with the requirements of Code Section 409A and the Treasury regulations and other applicable guidance issued by the Treasury Department and or the Internal Revenue Service thereunder, and shall be interpreted and administered consistent with such intent.

The Company makes no representations to any Participant (or Beneficiary) with respect to the tax treatment of any amount paid or payable pursuant to the Plan. While the Plan is intended to be interpreted and operated to the extent possible so that any such amounts shall either be exempt from the requirements of Code Section 409A or shall comply with such requirements, in no event shall the Company be liable to any Participant (or Beneficiary) for or with respect to any taxes, penalties and/or interest which may be imposed upon any such amounts pursuant to Code Section 409A or any other federal or state tax law. To the extent that any such amount should be subject to Code Section 409A (or any other federal or state tax law), the Participant (or Beneficiary) to which the amount is paid or payable shall bear the entire risk of any such taxes, penalties and or interest.

2.01

“ 401(a)(17) Limit ” means the compensation limit in effect for the Defined Contribution Plan established pursuant to Code Section 401(a)(17) ($230,000 for 2008).

2.02

“ Accrued Benefit ” means the sum of the balances in a Participant’s Employee Contribution Account, Employer Contribution Account and Additional Employer Contribution Account.

2.03

“ Affiliate ” means any corporation which is included in a controlled group of corporations (within the meaning of Code Section 414(b)) which includes the Company and any trade or business (whether or not incorporated) which is under common control with the Company (within the meaning of Code Section 414(c)).

2.04

“ Annualized Base Salary ” means the total Base Salary anticipated to be paid by the Company to an Employee during a twelve-month period, excluding, without limitation, any anticipated compensation increases and any anticipated bonuses and non-cash compensation; provided , however , that Annualized Base Salary shall be determined without reduction for (i) any anticipated Code Section 401(k) salary reduction contributions to be contributed on the Employee’s behalf for the Plan Year to the Defined Contribution Plan, (ii) the amount of any anticipated salary reduction contributions to be contributed on the Employee’s behalf for the Plan Year to any Code Section 125 plan sponsored by the Company, (iii) the amount of any anticipated Base Salary to be deferred pursuant to the terms of this Plan, and (iv) at the Plan Administrator’s discretion, any anticipated amount of such other compensation deferrals by an Employee during a given Plan Year pursuant to any other Company-sponsored deferral plan.

For an Employee employed by the Company on a December 1, the Employee’s Annualized Base Salary shall be determined by the Plan Administrator for the immediately succeeding Plan Year. For an Employee who first completes an Hour of Service after a December 1, the Employee’s initial Annualized Base Salary shall be determined by the Plan Administrator as of the date the Employee first completes an Hour of Service, with subsequent Annualized Base Salary amounts being determined by the Plan Administrator for each such Employee employed by the Company on a December 1 as of such date for the immediately succeeding Plan Year.

2.05

“ Base Salary ” means the total base salary paid to an Employee by the Company during a Plan Year, excluding, without limitation, bonuses and non-cash compensation; provided , however , that Base Salary shall be determined without reduction for (i) any Code Section 401(k) salary reduction contributions contributed on the Employee’s behalf for the Plan Year to the Defined Contribution Plan, (ii) the amount of any salary reduction contributions contributed on the Employee’s behalf for the Plan Year to any Code Section 125 plan sponsored by the Company, (iii) the amount of any Base Salary deferred pursuant to the terms of this Plan, and (iv) at the Plan Administrator’s discretion, the amount of such other compensation as may be deferred by an Employee during a given Plan Year pursuant to any other Company-sponsored deferral plan.

2.06

“ Base Salary Deferrals ” means deferrals of Base Salary made by an Eligible Employee in accordance with a timely filed Election Form pursuant to Section 3.02.

2.07

“ Beneficiary ” means one or more persons, trust, organization or estate designated by the Participant to receive Plan benefits payable on or after the death of a Participant pursuant to Section 5.08.

2.08

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

2.09

“ Company ” means The Hanover Insurance Company (herein sometimes referred to as the “ Employer ” or “ Hanover ”). Any reference to the Company or the Employer prior to January 1, 2008 means First Allmerica, subject, however, to the fact that as of January 1, 2008 Hanover assumed all obligations and liabilities (both pre and post-January 1, 2008) of the Plan.

2.10

“ Defined Contribution Plan ” means The Hanover Insurance Group Retirement Savings Plan, a qualified retirement plan, as in effect from time to time.

2.11

“ Elected Payment Date ” means the date specified on a Participant’s Election Form indicating when a Base Salary Deferral and earnings thereon will be paid or commence to be paid to the Participant. Notwithstanding the foregoing or any language to the contrary set forth on any Participant’s Election Form filed on or before December 31, 2006, to the extent an Election Form indicates a payment is to be made or commence upon “retirement”, the term “retirement” shall mean Termination of Employment by the Participant on or after reaching Normal Retirement Age, as defined herein.

2.12

Election Form means the written form approved by the Plan Administrator for the purposes of making a Base Salary Deferral.

2.13

“ Eligible Compensation ”

(a)

For Plan Years prior to January 1, 2008, “Eligible Compensation” shall equal (subject to Subsections 2.13(d) and 2.13(e)): the total salary, bonuses and other taxable remuneration paid to an Employee by the Company during a Plan Year (as reported on the Employee’s W-2 for the Plan Year) minus the 401(a)(17) Limit; provided , however , with respect to the President and Chief Executive Officer of The Hanover Insurance Group, Inc., commencing on and after January 1, 2007, in no event shall Eligible Compensation (subject to Subsections 2.13(d) and 2.13(e)) exceed, in the aggregate, the Eligible Compensation Cap.

(b)

For Plan Years commencing on or after January 1, 2008, “Eligible Compensation” shall equal (subject to Subsections 2.13(d) and 2.13(e) below): Base Salary plus Incentive Compensation (not to exceed target), if any, minus the 401(a)(17) Limit, but in no event to exceed the Eligible Compensation Cap.

(c)

“Eligible Compensation” shall also include any such other compensation earned or paid during a Plan Year as determined, from time to time, by the Plan Administrator.

(d)

Notwithstanding the foregoing, Eligible Compensation shall be determined without reduction for (i) any Code Section 401(k) salary reduction contributions contributed on the Employee’s behalf for the Plan Year to the Defined Contribution Plan, (ii) the amount of any salary reduction contributions contributed on the Employee’s behalf for the Plan Year to any Code Section 125 plan sponsored by the Company, (iii) the amount of any Base Salary deferred pursuant to the terms of this Plan, (iv) Incentive Compensation deferred and converted

pursuant to The Hanover Insurance Group, Inc. IC Deferral and Conversion Program, and (v) at the Plan Administrator’s discretion, the amount of such other compensation as may be deferred by an Employee during a given Plan Year pursuant to any other Company-sponsored deferral plan.

(e)

Notwithstanding the above, Eligible Compensation shall not include:

(i)

unless otherwise determined by the Plan Administrator, compensation paid to Employees pursuant to The Hanover Insurance Group, Inc. Amended Long-Term Stock Incentive Plan and/or The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan or pursuant to any similar or successor executive incentive compensation plan;

(ii)

Employer contributions to a deferred compensation plan or arrangement (other than salary reduction contributions to a Section 401(k) or 125 plan or Base Salary Deferrals pursuant to the terms of this Plan, or otherwise, as described above) either for the Plan Year of deferral or for the Year included in the Employee’s gross income;

(iii)

unless otherwise determined by the Plan Administrator, any income which is received by or on behalf of an Employee in connection with the grant, receipt, settlement, exercise, lapse of risk of forfeiture or restriction on transferability, or disposition of any stock option, stock award, stock grant, stock appreciation right or similar right or award granted under any plan, now or hereafter in effect, of the Company or any successor to the Company, its parent, any such successor’s parent, its subsidiaries or affiliates, or any stock or securities underlying any such option, award, grant or right;

(iv)

severance payments paid in a lump sum;

(v)

Code Section 79 imputed income, long term disability payments and workers’ compensation payments;

(vi)

taxable moving expense allowances or taxable tuition or other educational reimbursements;

(vii)

non-cash taxable benefits provided to executives, including the taxable value of Company-paid club memberships, chauffeur services, Company-provided automobiles and financial planning benefits; and

(viii)

other taxable amounts received other than cash compensation for services rendered, as determined by the Plan Administrator.

2.14

“ Eligible Compensation Cap ” means $1,000,000.00 minus the 401(a)(17) Limit.

2.15

“ Employee ” means a full-time salaried employee of the Company.

2.16

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.17

“ Hour of Service ” means:

(a)

Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Company. For purposes of the Plan an Employee shall be credited with 45 Hours of Service for each complete or partial week he or she would be credited with at least one Hour of Service under this Section.

(b)

Each hour for which an Employee is paid, or entitled to payment, by the Company on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. Notwithstanding the preceding sentence:

(i)

No more than 1000 hours shall be credited to an Employee under this Subsection (b) on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period);

(ii)

No hours shall be credited under this Subsection (b) for any payments made or due under a plan maintained solely for the purpose of complying with any applicable worker’s compensation, unemployment compensation or disability insurance laws; and

(iii)

No hours shall be credited under this Subsection (b) for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee.

(c)

Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Company. The same Hours of Service shall not be both credited under Subsections (a) or (b), as the case may be, and under this Subsection. No more than 501 Hours of Service shall be credited under this Subsection for a period of time during which an Employee did not or would not have performed duties.

(d)

Special rules for determining Hours of Service under Subsection (b) or (c) for reasons other than the performance of duties .

(i)

In the case of a payment made or due which is calculated on the basis of units of time (such as days or weeks), the number of Hours of Service to be credited to Employees shall be determined as provided in Subsection (a).

(ii)

Except as provided in Subsection (d)(iii), in the case of a payment made or due which is not calculated on the basis of units of time, the number of Hours of Service to be credited shall be equal to the amount of the payment divided by the Employee’s most recent hourly rate of compensation (as determined below) before the period during which no duties are performed.

A.

In the case of Employees whose compensation is determined on the basis of a fixed rate for specified periods of time (other than hours) such as days or weeks, the hourly rate of compensation shall be the Employee’s most recent rate of compensation for a specified period of time (other than an hour), divided by the number of hours regularly scheduled for the performance of duties during such period of time.

B.

In the case of Employees whose compensation is not determined on the basis of a fixed rate for specified periods of time, the Employee’s hourly rate of compensation shall be the lowest hourly rate of compensation paid to Employees in the same job classification as that of the Employee or, if no Employees in the same job classification have an hourly rate, the minimum wage as established from time to time under Section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended.

(iii)

Rule against double credit . An Employee shall not be credited on account of a period during which no duties are performed with more hours than such Employee would have been credited but for such absence.

(e)

Crediting of Hours of Service to computation periods .

(i)

Hours of Service described in Subsection (a) shall be credited to the Employee for the computation period or periods in which the duties are performed.

(ii)

Hours of Service described in Subsection (b) shall be credited as follows:

A.

Hours of Service credited to an Employee on account of a payment which is calculated on the basis of units of time (such as days or weeks) shall be credited to the computation period or periods in which the period during which no duties are performed occurs, beginning with the first unit of time to which the payment relates.

B.

Hours of Service credited to an Employee by reason of a payment which is not calculated on the basis of units of time shall be credited to the computation period in which the period during which no duties are performed occurs, or if the period during which no duties are performed extends beyond one computation period, such Hours of Service shall be allocated between not more than the first two computation periods in accordance with reasonable rules established by the Company, which rules shall be consistently applied with respect to all Employees within the same job classification, reasonably defined.

(iii)

Hours of Service described in Subsection (c) shall be credited to the computation period or periods to which the award or agreement for back pay pertains, rather than to the computation period in which the award, agreement or payment is made.

(f)

Rules for Non-Paid Leaves of Absence . For purposes of the Plan, an Employee will also be credited with Hours of Service during any non-paid leave of absence granted by the Company. The number of Hours of Service to be credited under this Subsection (f) shall be determined as provided in Subsection (a); provided , however , that no more than the number of Hours of Service in one regularly scheduled work year of the Company will be credited for each non-paid leave of absence. Hours of Service described in this Subsection (f) shall be credited to the Employee for the computation period or periods during which the leave of absence occurs.

2.18

“ Incentive Compensation ” means the compensation paid to an Employee (not to exceed target) by the Company during a Plan Year pursuant to the Company’s annual non-equity short-term incentive compensation program which is established pursuant to the Company’s shareholder approved Short-Term Incentive Compensation Plan or pursuant to any similar or successor non-equity short-term incentive compensation plan. A Participant’s “target” Incentive Compensation means the percentage of annual salary that the program establishes for each Participant as a bonus target.

2.19

“ Normal Retirement Age ” means age 65.

2.20

“ Participant ” means an Employee who satisfies the conditions for participation set forth in Subsections 3.01(a), 3.01(b) or 3.01(c).

2.21

“ Plan Administrator ” means one or more persons appointed from time to time by the Company’s President to be responsible for the general operation and administration of the Plan and for carrying out its provisions as set forth in Subsection 6.01.

2.22

“ Plan Year ” means a calendar year.

2.23

“ Termination of Employment ” means, with respect to a Participant, the date on which the Participant ceases to be employed by the Company, provided , however , that such cessation constitutes a separation from service from the Company and its Affiliates that meets the requirements of Treasury Regulation Section 1.409A-1(h).

A Participant’s employment by the Company or an Affiliate shall be treated as continuing while the participant is on military leave, sick leave, or other bona fide leave of absence, if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, employment is deemed to terminate on the first date immediately following such six-month period. With respect to leave for disability, employment will be treated as continuing for a period of up to 29 months, unless otherwise terminated by the employer or the employee, regardless of whether the employee retains a contractual right to reemployment. For this purpose, disability leave refers to leave due to the employee’s inability to perform the duties of his or her position of employment or any substantially similar position of employment by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months.