THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Hanover Insurance Group, Inc. (The) (THG)

4/3/2006 Proxy Information

The Company employs a brother of Ms. Zuraitis, who received compensation (including the estimated value of equity awards and relocation expenses) of approximately $239,000 in 2005. Ms. Zuraitis was not involved in the recruiting or hiring of this family member, or in any decisions affecting his individual compensation. His compensation was established by the Company in accordance with its compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions.

4/11/2005 Proxy Information

The Company employs a brother of Ms. Zuraitis, who received compensation (including the estimated value of stock option awards) of less than $100,000 in 2004. Ms. Zuraitis was not involved in the recruiting or hiring of this family member, or in any decisions affecting his individual compensation. His 4/11/2005compensation was established by the Company in accordance with its compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions.

4/5/2004 Proxy Information

The Company’s subsidiaries or affiliates have, from time to time, retained the services of Bowditch & Dewey LLP, a law firm in which Mr. Angelini is a partner. In 2003, the Company paid Bowditch & Dewey LLP $17,518 for legal services performed during the year. The Nominating and Corporate Governance Committee and the Board of Directors have determined that these nominal payments do not affect Mr. Angelini’s status as an “independent director”, based on the independence standards adopted by the Board and the requirements of the NYSE.

Indebtedness of Management

As reported in the 2003 proxy statement, in connection with the relocation to Worcester, Massachusetts of Robert P. Restrepo, Jr. in February 2001 the Company established a $1 million line of credit for the purchase and renovation of Mr. Restrepo’s home in Worcester. The Compensation Committee of the Board of Directors reviewed and approved the line of credit. Amounts outstanding under the line of credit bear interest at a fixed rate of 5.87% (the applicable federal rate for December 2000), compounded annually. Outstanding principal and accrued interest become due on February 5, 2006. Security for the line of credit consists of a third mortgage on the acquired real estate. Pursuant to the promissory note, if the lender so chooses, amounts outstanding under the line of credit become immediately due and payable upon or after the termination of Mr. Restrepo’s employment with the Company. The largest aggregate amount of indebtedness outstanding during the last fiscal year was $1,238,508.55 on October 9, 2003. Pursuant to Mr. Restrepo’s severance agreement, his 2003 short-term incentive compensation award and all his holdings of AFC stock were applied toward repayment of the loan. As of February 29, 2004, the total amount outstanding under the loan consisted of principal of $466,651.58 and accrued interest of $5,253.50.

4/7/2003 Proxy Information

The Company’s subsidiaries or affiliates have, from time to time, retained the services of Bowditch & Dewey LLP, a law firm in which Mr. Angelini is a partner. In 2002, the Company paid Bowditch & Dewey LLP $15,500 for legal services performed during the year.

In connection with the relocation to Worcester, Massachusetts of Robert P. Restrepo, Jr., a Named Executive Officer, the Company established a $1 million line of credit in December 2000 for Mr. Restrepo’s purchase and renovation of his home in Worcester. The Compensation Committee of the Board of Directors reviewed and approved the line of credit. Amounts outstanding under the line of credit bear interest at a fixed rate of 5.87% (the applicable federal rate for December 2000), compounded annually. Outstanding principal and accrued interest become due on February 5, 2006. Security for the line of credit consists of AFC common stock owned by Mr. Restrepo and a third mortgage on the acquired real estate. Amounts outstanding under the line of credit become immediately due and payable if Mr. Restrepo’s employment with the Company terminates, or if there is a Change in Control of the Company, as defined in the section of this Proxy Statement entitled “Employment Continuity Plan” above. As of March 31, 2003, the total amount outstanding under the loan consisted of principal of $1,000,000 and accrued interest of $105,019, which was the largest amount outstanding at any one time since the line of credit was established.

Following Mr. O'Brien's separation from the Company as its President and Chief Executive Officer in October 2002, the Board voted to grant Mr. O'Brien 1,485 shares of AFC stock under the Non-Employee Director Stock Ownership Plan as a retainer for his service as a director for the period from October 25, 2002 through the 2003 Annual Meeting of Shareholders. On the date of grant, the stock had an aggregate market value of approximately $12,200. To facilitate the transition following Mr. O'Brien's separation, the Company entered into a consulting agreement with Mr. O'Brien for a period of six months, ending April 30, 2003, at a rate of $15,000 per month. The Company has also agreed to reimburse Mr. O'Brien for reasonable business expenses and to provide him with office space and secretarial support. Mr. O'Brien will not receive director meeting fees so long as he receives payments under the consulting agreement. In December 2002, the Board voted to pay Mr. Angelini a Chairman's retainer fee of $100,000 for the six month period following his election as Chairman of the Board in October 2002. Mr. Angelini will not receive Board meeting fees during this period. The Company also agreed to provide him with appropriate office space and with secretarial support.