0001193125-06-074784 Sample Contracts

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT OF THE HANOVER INSURANCE GROUP, INC.
Rights Agreement • April 6th, 2006 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware

This Amendment No. 1, dated as of December 30, 2005 (this “Amendment”), amends the Rights Agreement dated as of December 16, 1997 (the “Rights Agreement”), between The Hanover Insurance Group, Inc., a Delaware corporation formerly known as Allmerica Financial Corporation (the “Company”), and Computershare Trust Company, N.A., a nationally chartered trust company (as successor to First Chicago Trust Company of New York, a New York trust company) as Rights Agent (the “Rights Agent”). Terms defined in the Rights Agreement and not otherwise defined herein are used herein as so defined.

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ALLMERICA FINANCIAL CORPORATION and FIRST CHICAGO TRUST COMPANY OF NEW YORK as Rights Agent Rights Agreement Dated as of December 16, 1997
Rights Agreement • April 6th, 2006 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware

This Agreement dated as of December 16, 1997 is between Allmerica Financial Corporation, a Delaware corporation (the “Company”), and First Chicago Trust Company of New York, a New York trust company, with a principal office located at 14 Wall Street, New York, New York 10005 (the “Rights Agent”).

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