2009-2010 Compensation of Non-Employee Directors

Equity Incentive Plan Agreement

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Title: 2009-2010 Compensation of Non-Employee Directors
Date: 8/7/2009
Industry: Insurance (Prop. and Casualty) Sector: Financial

Exhibit 10.2

The Hanover Insurance Group, Inc.

2009-2010 Compensation of Non-Employee Directors

— For the annual service period beginning on May 12, 2009, the date of the 2009 Annual Meeting of Shareholders—


Standard Fees		Description
Annual Director Retainer
- Stock Component		- $60,000 valuation - Granted on May 12, 2009. Issued pursuant to Company’s 2006 Long-Term Incentive Plan (the “2006 Plan”)
- Cash Component		- $30,000 - Payable on or after May 12, 2009

Board Meeting Fee		- $2,200 per meeting attended in person - $1,100 per meeting attended telephonically

Committee Meeting Fee		- $1,500 per Committee meeting attended in person - $750 per Committee meeting attended telephonically - Meetings of the independent directors designated as meetings of the Committee of Independent Directors (the “ CID ”) are to be compensated as a meeting of the Board, provided, however, meetings of the CID that are held in conjunction with Board meetings are not to

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