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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(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) 02/25/2010 (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 02/25/2010   A(1)   3,762 A (1) 41,639 D   Common Stock 02/25/2010   F(2)   1,230 D $ 42.15 40,409 D   Common Stock 02/26/2010   A(3)   6,500 A (3) 46,909 (4) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Common Stock (right to buy)

$ 42.15

02/26/2010

A

45,000

(5)

02/26/2020

Common Stock

45,000

$ 0

45,000

D

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		03/01/2010
**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 February 23, 2007, the Reporting Person was granted 5,130 (target) performance-based restricted stock units (the "PBRSUs") pursuant to the Issuer's 2006 Long-Term Incentive Plan. The actual PBRSU award could have been as low as 0% and as high as 150% of the target award based upon the Issuer achieving certain three-year average (2007-2009) adjusted return on equity and premium growth. On February 25, 2010, the Issuer's Compensation Committee determined that the three-year average adjusted return on equity and premium growth had been achieved at a level that entitled holders of the PBRSUs to 73.33% of the target award. Accordingly, on February 25, 2010 the PBRSUs vested and converted into the number of shares indicated on this Form 4.
(2)	Tax withholding in connection with vesting of PBRSUs.
(3)	Grant of restricted stock units pursuant to Issuer's 2006 Long-Term Incentive Plan.
(4)	Does not include 31,166 shares held indirectly in a Rabbi Trust pursuant to a deferral agreement.
(5)	50% of the options vest on the third anniversay of the grant date and the remaining 50% of the options vest on the fourth anniversary of the grant date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.