THG 2018 Annual Report

+10.32 Offer Letter, dated September 21, 2016, by and between Jeffrey M. Farber and the Registrant, previously filed as Exhibit 10.1 WR WKH 5HJLVWUDQW¶V &XUUHQ t Report on Form 8-K filed with the Commission on September 23, 2016 and incorporated herein by reference. +10.33 IRC Section 162(m) Deferral Letter for Certain Executive Officers of the Registrant, previously filed as Exhibit 10.34 to the 5HJLVWUDQW¶V $QQXDO 5HSRUW RQ )RUP -K filed with the Commission on February 27, 2009 and incorporated herein by reference. +10.34 The Hanover Insurance Group Amended and Restated 2014 Employee Stock Purchase Plan, previously filed as Exhibit 10.3 WR WKH 5HJLVWUDQW¶V 5HJLVWUDWLRQ 6WDWHPHQW RQ )RUP 6 -8 (File No. 333-196107) filed with the Commission on May 20, 2014 and incorporated herein by reference. +10.35 Offer Letter, dated May 17, 2017, by and between Bryan J. Salvatore and the Registrant, previously filed as Exhibit 10.39 to WKH 5HJLVWUDQW¶V $QQXDO 5HSRUW RQ )RUP -K filed with the Commission on February 27, 2018 and incorporated herein by reference. +10.36 )RUP RI /HDGHUVKLS 6HYHUDQFH $UUDQJHPHQW SUHYLRXVO\ ILOHG DV ([KLELW WR WKH 5HJLVWUDQW¶V $QQXDO 5HSRUW RQ )RUP - K filed with the Commission on February 27, 2018 and incorporated herein by reference. +10.37 Service Agreement dated February 20, 2017 by and between Chaucer Underwriting Services Limited and John Fowle. +10.38 Retention Arrangement dated May 23, 2018 by and between Chaucer Underwriting Services Limited and John Fowle. +10.39 Chaucer 2015 Long-Term Cash Incentive Plan. +10.40 Chaucer 2016 Long-Term Cash Incentive Plan. 10.41 Form of Accident and Health Coinsurance Agreement between The Hanover Insurance Company, as Reinsurer, and First Allmerica Financial Life Insurance Company (the schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S- . SUHYLRXVO\ ILOHG DV ([KLELW WR WKH 5HJLVWUDQW¶V &XUUHQW 5HSRUW RQ )RUP -K filed with the Commission on August 4, 2008 and incorporated herein by reference. 10.42 Credit Agreement dated November 12, 2013, among the Registrant, as Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and various o WKHU OHQGHU SDUWLHV SUHYLRXVO\ ILOHG DV ([KLELW WR WKH 5HJLVWUDQW¶V &XUUHQW 5HSRUW RQ Form 8-K filed with the Commission on November 18, 2013 and incorporated herein by reference. 10.43 Amendment No. 1, dated June 7, 2018, to Credit Agreement dated November 12, 2013, among the Registrant, as borrower, and JPMorgan Chase Bank, N.A., as administrative agent, and various lender parties, previously filed as Exhibit 10.2 to the 5HJLVWUDQW¶V 4XDUWHUO\ 5HSRUW RQ )RUP -Q filed with the Commission on August 3, 2018 and incorporated herein by reference. 10.44 Amendment No. 2, dated September 11, 2018, to Credit Agreement dated November 12, 2013, among the Registrant, as borrower, and JPMorgan Chase Bank, N.A., as administrative agent, previously fil HG DV ([KLELW WR WKH 5HJLVWUDQW¶V &XUUHQW Report on Form 8-K filed with the Commission on September 13, 2018 and incorporated herein by reference. 10.45 Form of Accelerated Share Repurchase Confirmation between the Registrant and JPMorgan Chase Bank, National Association, London Branch, dated December 30, 2018 SUHYLRXVO\ ILOHG DV ([KLELW WR WKH 5HJLVWUDQW¶V &XUUHQW 5HSRUW RQ )RUP -K filed with the Commission on January 3, 2019 and incorporated herein by reference. 21 Subsidiaries of THG 23 Consent of Independent Registered Public Accounting Firm 24 Power of Attorney 31.1 Certification of Chief Executive Officer, pursuant to 15 U.S.C. 78m. 78o(d), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer, pursuant to 15 U.S.C. 78m, 78o(d), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. 143 2018 ANNUAL REPORT | THE HANOVER INSURANCE GROUP