EXHIBIT 10.53



                                December 30, 2005


The Honorable Julianne M. Bowler
Commissioner of Insurance
Massachusetts Division of Insurance
One South Station, 5th Floor
Boston, MA 02210-2208

            The Hanover Insurance Group, Inc.; Keepwell Relating to
            First Allmerica Financial Life Insurance Company ("FAFLIC")

Dear Commissioner Bowler:

The Hanover Insurance Group, Inc. ("THG"), a Delaware corporation formerly known
as "Allmerica Financial  Corporation",  and The Goldman Sachs Group, Inc. ("GS")
have entered into a Stock  Purchase  Agreement  dated as of August 22, 2005 (the
"SPA")   pursuant  to  which,   among  other   things,   GS  will  acquire  (the
"Acquisition")  100% of the capital stock of Allmerica  Financial Life Insurance
and Annuity Company  ("AFLIAC"),  a wholly-owned  subsidiary of THG. FAFLIC,  in
turn, is currently a wholly-owned subsidiary of AFLIAC. It is also proposed that
simultaneously with or as soon as practicable after the Acquisition, AFLIAC will
reinsure all of the variable life insurance and variable annuity business issued
by  FAFLIC.  This will be  accomplished  through a  modified  100%  co-insurance
transaction (the "Co-insurance Transaction").

GS has filed with the  Massachusetts  Division of Insurance (the "Division") the
Form A application for approval of the Acquisition and THG has made the required
filings in connection  with the  Co-insurance  Transaction.  In connection  with
these  transactions,  THG has  separately  requested  your  approval  of certain
related  transactions,  including:  (i) immediately prior to the Acquisition,  a
dividend from AFLIAC consisting of, among other things, all of the capital stock
of FAFLIC (so that FAFLIC will be a direct,  wholly-owned subsidiary of THG both
immediately  before  and  after the  Acquisition);  (ii)  immediately  after the
Acquisition,  a dividend  from FAFLIC to THG in the amount of $40  million;  and
(iii) immediately after completion of the Co-insurance  Transaction,  a dividend
from FAFLIC to THG  consisting of the ceding  commission  from the  Co-insurance
Transaction  in the amount of $8.6  million  (plus an interest  component if the
Co-insurance Transaction does not occur on the same day as the Acquisition).  As
previously  discussed  with the  Division,  upon the  completion of the proposed
transactions,  AFLIAC will be a wholly-owned subsidiary of GS and FAFLIC will be
a direct, wholly-owned subsidiary of THG.

THG currently provides a "keepwell"  commitment with respect to AFLIAC that will
terminate upon the  Acquisition.  In connection with the foregoing  transactions
(including the requested  dividends),  the Division has  requested,  and THG has
agreed to provide, a similar





commitment  to  FAFLIC.  Accordingly,  in  connection  with and  effective  upon
consummation  of the  Acquisition  and payment of the  proposed  dividends,  THG
hereby  agrees with the  Commissioner  to maintain  the ratio of FAFLIC's  Total
Adjusted Capital to FAFLIC's Required  Risk-Based  Capital,  at a level not less
than FAFLIC's Company Action Level (the "THG Keepwell"). THG further agrees that
the THG Keepwell would be terminated only with the agreement of the Commissioner
of Insurance.


                                    Sincerely,



                                    THE HANOVER INSURANCE GROUP, INC.


                                    /s/  Edward J. Parry, III
                                    --------------------------------------------
                                    Edward J. Parry, III
                                    Executive Vice President and Chief Financial
                                    Officer

JKH/lll