Hanover Insurance Group Inc Watch

from 8-K 29 pages The Hanover Insurance Group, Inc. $300,000,000 2.500% Notes Due 2030 Underwriting Agreement

from 8-K 25 pages The Hanover Insurance Group, Inc. $375,000,000 4.500% Notes Due 2026 Underwriting Agreement

from 8-K 38 pages The Hanover Insurance Group, Inc. $175,000,000 6.35% Subordinated Debentures Due 2053 Underwriting Agreement

from 8-K 36 pages The Hanover Insurance Group, Inc. $300,000,000 6.375% Notes Due 2021 Underwriting Agreement June 14, 2011 -1

from 8-K 27 pages The Hanover Insurance Group, Inc. $200,000,000 7.50% Notes Due 2020 Underwriting Agreement February 18, 2010 1

from 8-A12B/A 50 pages Allmerica Financial Corporation and First Chicago Trust Company of New York as Rights Agent Rights Agreement Dated as of December 16, 1997

from 8-A12B ~50 pages Allmerica Financial & First Chicago Trust Rights

from 8-K ~5 pages Summary of Purchase Rights

from 8-K ~50 pages Agreement and Plan of Merger

from 8-K 1 page Press Release Dated 2/3/97

from 8-K 1 page <page> Exhibit 1 Allmerica Financial Corporation 440 Lincoln Street Worcester, Massachusetts 01653 December 17, 1996 Board of Directors Allmerica Property & Casualty Companies, Inc. 440 Lincoln Street Worcester, Ma 01653 Ladies and Gentlemen: On Behalf of Allmerica Financial Corporation ("Afc"), I Am Pleased to Submit This Proposal (The "Proposal") to Acquire All of the Outstanding Shares of Common Stock of Allmerica Property & Casualty Companies, Inc. ("Allmerica P&C") Not Held by Afc and Its Subsidiaries. Under the Proposal, Each Outstanding Share of Allmerica P&C (Other Than Shares Owned by Afc and Its Subsidiaries) Would Be Exchanged for $16.59 in Cash and 0.385 of a Share of Afc Common Stock (The "Merger Consideration"). Approximately $401 Million of the Aggregate Merger Consideration Would Be Paid in Cash and the Balance Would Be Paid by the Issuance of an Aggregate of 9.3 Million Shares of Afc Common Stock. Allmerica P&C Shareholders Would Be Permitted to Elect to Receive the Merger Consideration All in Cash, or Alternatively, All in Shares of Afc Common Stock, Subject to Proration in the Event Either Election Is Over-Subscribed. Under the Proposal, Allmerica P&C Would Merge With a Wholly-Owned Acquisition Subsidiary of Afc. Immediately Before the Merger, the Common Stock of Allmerica P&C Held by Sma Financial Corp. Would Be Exchanged for Class B Common Stock of Allmerica P&C. Upon Consummation of the Merger, Allmerica P&C Would Be a Wholly-Owned Subsidiary of Afc. <page> We Believe the Proposal Represents an Attractive Offer for the Shareholders of Allmerica P&C. Consummation of the Proposal Is Subject to Negotiation of a Definitive Agreement as Well as the Receipt of Regulatory Approvals. I Look Forward to Discussing the Proposal With You in More Detail. Very Truly Yours, /S/ John F. O'BRIEN John F. O'BRIEN Chief Executive Officer CC: Board of Directors - Allmerica Financial Corporation