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

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1. Name and Address of Reporting Person * Stuchbery Robert A   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) President & CEO, Chaucer (Last) (First) (Middle) 440 LINCOLN STREET, E-10 3. Date of Earliest Transaction (Month/Day/Year) 02/19/2014 (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 02/19/2014   A(1)   2,300 A $ 0 25,950 D   Common Stock 02/19/2014   A(2)   4,763 A $ 0 30,713 D   Common Stock 02/19/2014   A(3)   5,625 A $ 0 36,338 (4) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Stuchbery Robert A 440 LINCOLN STREET E-10 WORCESTER, MA 01653			President & CEO, Chaucer

Signatures

/s/ Matthew R. Frascella pursuant to Confirming Statement		02/21/2014
**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)	Grant of restricted stock units under the Issuer's 2006 Long-Term Incentive Plan. Such units vest on the second anniversary of the date of grant.
(2)	On March 8, 2012, the Reporting Person was granted 3,750 (target) performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2006 Long-Term Incentive Plan. The PBRSUs were subject to both performance-based and time-based vesting conditions. On February 19, 2014, the performance condition for this award was certified at 127% of the target award, vesting the performance condition of the PBRSUs and converting the award into a restricted stock unit for the number of shares indicated on this Form 4. The restricted stock unit will vest 100% on the second anniversary of the original PBRSU grant date.
(3)	On March 8, 2012, the Reporting Person was granted 3,750 (target) PBRSUs pursuant to the Issuer's 2006 Long-Term Incentive Plan. The PBRSUs were subject to both performance-based and time-based vesting conditions. On February 19, 2014, the performance condition for this award was certified at 150% of the target award, vesting the performance condition of the PBRSUs and converting the award into a restricted stock unit for the number of shares indicated on this Form 4. The restricted stock unit will vest 100% on the second anniversary of the original PBRSU grant date.
(4)	Does not include 341 shares held indirectly by the Trustee of The Chaucer Share Incentive Plan.

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