THG 2019 Proxy Statement

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT 41 For Mr. Fowle, 2018 amounts shown in this column consist of the following: Former Officer Company Contributions to Defined Contribution Plan($) Payments under Retention Agreement in connection with the Chaucer Sale* ($) John Fowle 65,785 2,215,941 * Expected cash payments under Mr. Fowle’s Retention Agreement dated May 23, 2018. Such amounts include cash payments for long-term, unvested equity awards granted in 2016, 2017 and 2018 that were forfeited in connection with the Chaucer Sale, including the PBRSUs granted in 2018 that are included under the Stock Awards column in the Summary Compensation Table, and success fee payment. $1,143,941 of such amount is payable by Chaucer subsequent to completion of the sale to China Re (see Note 6 below and the section entitled “Compensation for Chaucer CEO” in the CD&A beginning on page 34 for more information). (4) Effective upon the Chaucer Sale, Mr. Fowle ceased to be an employee of the Company. (5) Amount reflects the $268,000 retention award, half of which vested in July 2018, and the other half of which vested in December 2018 in connection with the completion of the Chaucer Sale (see section entitled “Compensation for Chaucer CEO” in the CD&A beginning on page 34 for more information). (6) The PBRSU awards with a reported value of $562,031 were forfeited upon the closing of the Chaucer Sale and cash in lieu of such shares will be paid. Such amount is included in the “All Other Compensation” column of the Summary Compensation Table (see section entitled “Compensation for Chaucer CEO” in the CD&A beginning on page 34 for more information). (7) The $4,651 of this amount that was not forfeited (see Note 6 above) is the grant date fair value of matching shares awarded under the Chaucer SIP. The Chaucer SIP permitted qualifying employees of Chaucer and its subsidiaries to purchase shares of our Common Stock on a tax-advantaged basis. The Chaucer SIP was only open to U.K. resident taxpayers. (8) Amount includes Mr. Fowle’s 2018 STIP award and a 2016 performance-based cash award for performance over the 2016- 2018 period, each as modified by his Retention Agreement. Each of these awards is payable by Chaucer subsequent to completion of the sale to China Re (see the section entitled “Compensation for Chaucer CEO” in the CD&A beginning on page 34 for more information).