The Hanover Insurance Group, Inc. 2009-2010 Compensation of Non-Employee Directors For the annual service period beginning on May 12, 2009, the date of the 2009 Annual Meeting of Shareholders
Exhibit 10.2
The Hanover Insurance Group, Inc.
2009-2010 Compensation of Non-Employee Directors
— For the annual service period beginning on May 12, 2009, the date of the 2009 Annual Meeting of Shareholders—
| Standard Fees | Description | |
| Annual Director Retainer | ||
| - Stock Component | - $60,000 valuation - Granted on May 12, 2009. Issued pursuant to Company’s 2006 Long-Term Incentive Plan (the “2006 Plan”) | |
| - Cash Component | - $30,000 - Payable on or after May 12, 2009 | |
| Board Meeting Fee | - $2,200 per meeting attended in person - $1,100 per meeting attended telephonically | |
| Committee Meeting Fee | - $1,500 per Committee meeting attended in person - $750 per Committee meeting attended telephonically - Meetings of the independent directors designated as meetings of the Committee of Independent Directors (the “CID”) are to be compensated as a meeting of the Board, provided, however, meetings of the CID that are held in conjunction with Board meetings are not to be separately compensated. | |
| Committee Chairperson Annual Retainer | - $7,500 for the chairperson of the Nominating and Corporate Governance Committee, payable on or after May 12, 2009 - $10,000 for the chairperson of the Compensation Committee, payable on or after May 12, 2009 - $15,000 for the chairperson of the Audit Committee, payable on or after May 12, 2009 | |
| Chairman of the Board Retainer | - $75,000 - Payable on or after May 12, 2009 | |
| Other | ||
| Deferred Compensation Plan | - Directors may defer receipt of their cash and stock compensation. Deferred cash amounts are accrued in a memorandum account that is credited with interest derived from the so-called General Agreement on Tariffs and Trade (GATT) Rate (4.00% in 2009). At the election of each director, cash deferrals of meeting fees and retainers may be converted to Common Stock of the Company with such stock issued pursuant to the 2006 Plan | |
| Conversion Program | - At the election of each director, cash meeting fees and retainers may be converted into Common Stock of the Company with such stock issued pursuant to the 2006 Plan | |
| Reimbursable Expenses | - Travel and related expenses incurred in connection with service on the Board of Directors and its Committees | |
| Matching Charitable Contributions | - Company will provide matching contributions to qualified charitable organizations up to $5,000 per director per year | |
