THG 2019 Proxy Statement

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT 38 Compensation Committee Report Review of Compensation Discussion and Analysis with Management The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Recommendation that the Compensation Discussion and Analysis be Included in the 2019 Proxy Statement Based on the review and discussion referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s 2019 Proxy Statement for filing with the SEC. In accordance with the rules of the SEC, this report is not to be deemed “soliciting material,” or deemed to be “filed” with the SEC or subject to the SEC’s Regulation 14A, other than as provided in Item 407 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference in documents otherwise filed. March 13, 2019 Members of the Compensation Committee: Cynthia L. Egan, Chair Daniel T. Henry Wendell J. Knox The Compensation Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that THG specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts .