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MANAGEMENT BONUS MODIFICATION AGREEMENT




     DATED with effect December 31, 2003.



     RECITALS



A.     The capitalized terms used in this Agreement have the meanings they are
given under Section 1 unless otherwise specified in this Agreement, or, if not
referred to under Section 1 or elsewhere in this Agreement, then in the current
Plan (the definitions of the capitalized terms in the current Plan are attached
as Schedule A).



B.     This Agreement sets out the terms that the undersigned have agreed upon in
connection with the termination of the Management Bonus Agreements.



     AGREEMENT



     For good and valuable consideration, the receipt of which is acknowledged,
each of the undersigned agrees as follows, both in the undersigned’s personal
capacity and in the undersigned’s capacity as an authorized officer, and on
behalf, of the corporation designated in connection with the undersigned’s
signature below.



     DEFINITIONS



1.     The following terms have the meanings set out below:




	 	(a)	 	“this Agreement” means this agreement and any amendments or
addendums thereto;
	 
	 	(b)	 	“Bonus” means any bonus (including, without limitation, a
“Year-End Profitability Bonus”, and, where applicable, a “Mid-Year
Profitability Bonus” or “Growth Bonus”) that would be payable to an
Operating Subsidiary or an Eligible Manager pursuant to any
Management Bonus Agreement or any other or new arrangement whereby
bonuses are payable to senior employees of the Operating
Subsidiaries, including under the Modified Management Bonus Formula;
	 
	 	(c)	 	“Bonus Committee” means the standing sub-committee of the
existing Executive Committee called the “Bonus Committee”, that is
currently comprised of Hub’s Chief Executive Officer, Chief
Operating Officer, President, U.S. Operations and President,
Canadian Operations, or such other similar committee approved by the
Compensation Committee for the purpose of recommending or approving
the payment of Bonuses;
	 
	 	(d)	 	“Compensation Committee” means the Compensation Committee of
Hub’s Board of Directors;
	 
	 	(e)	 	“EBITA” for an Operating Subsidiary means earnings before
interest, taxes and amortization, previously known as “NIBGAIT” (net
income before goodwill amortization, interest and taxes), adjusted
to remove any Extraordinary Items and to take into account any
acquisition of the shares or assets of a brokerage



 









 






	 	 	 	acquired during the applicable year to allow for the fact that
such shares or assets were owned by the Operating Subsidiary for
only part of such fiscal year;
	 
	 	(f)	 	“Eligible Managers” means the individuals who are employed by
the Operating Subsidiaries and who are eligible to participate in
and receive a Bonus under a Management Bonus Agreement in connection
with such employment, collectively; and “Eligible Manager” means one
of the Eligible Managers;
	 
	 	(g)	 	“Extraordinary Items” means items that are outside of the
normal course of business (such as income or revenue that is
unrelated to brokerage operations), as determined by the Bonus
Committee acting reasonably under all of the circumstances;
	 
	 	(h)	 	“Hub” means Hub International Limited;
	 
	 	(i)	 	“Management Bonus Agreements” means the existing written
Management Bonus Agreements between Hub and the Operating
Subsidiaries (and, in some cases, certain of the Eligible Managers),
as amended or modified, collectively, including, without limitation,
that certain Memorandum of Understanding re Hub International Bonus
Structure dated May 28, 2002; and “Management Bonus Agreement” means
the Management Bonus Agreement that applies to a certain Operating
Subsidiary;
	 
	 	(j)	 	“Modified Management Bonus Formula” means the formula by
which the Bonus for the Operating Subsidiaries will be calculated
effective January 1, 2003 in accordance with Section 4(b);
	 
	 	(k)	 	“Operating Subsidiaries” means Hub’s Subsidiaries that are
signatories to this Agreement, collectively; and “Operating
Subsidiary” means one of the Operating Subsidiaries;
	 
	 	(l)	 	“Plan” means Hub’s Equity Incentive Plan, as amended from
time to time (the “Plan”);
	 
	 	(m)	 	“Revenue” for an Operating Subsidiary means for any fiscal
year the revenue of the Operating Subsidiary from brokerage
operations (net of brokerage commissions paid or payable to third
parties), calculated in accordance with generally accepted
accounting principles applied consistently with past practices,
adjusted to remove any Extraordinary Items and to take into account
any acquisition of the shares or assets of a brokerage during the
applicable year to allow for the fact that such shares or assets
were owned by the Operating Subsidiary for only part of such fiscal
year;
	 
	 	(n)	 	“RSU” means a Restricted Share Unit as provided for in the
Plan and awarded as contemplated in this Agreement pursuant to an
RSU Agreement; and “RSUs” means the RSUs, collectively;
	 
	 	(o)	 	“RSU Award Agreement” means a Restricted Share Unit Award
Agreement in the form attached as Schedule 1(m);



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	 	(p)	 	“Schedule” means a Schedule to this Agreement;
	 
	 	(q)	 	“Section” means a section or subsection of this Agreement;
and
	 
	 	(r)	 	“Subsidiaries” means Hub’s “subsidiary companies”, as such
defined in the Securities Act, Ontario, and includes Martin
Assurance & Gestion de Risques Inc.




TERMINATION AND RELEASE OF MANAGEMENT BONUS AGREEMENTS




2.     Each of the Management Bonus Agreements is terminated with retroactive
effect to January 1, 2003. Each of the Eligible Managers, the Operating
Subsidiaries and Hub (each, a “Releasing Party”) agrees that by executing this
Agreement, and in consideration of the covenants in this Agreement, the
Releasing Party does hereby, for the Releasing Party’s self and for the
Releasing Party’s heirs, executors, administrators, representatives, successors
and assigns, as applicable, release and forever discharge the other Releasing
Parties and their affiliates and each of their officers, directors, attorneys,
employees, agents, successors, assigns and representatives, and all persons
acting for, by, through, under or in concert with any of them (collectively
“Released Parties”), of and from any and all debts, obligations, promises,
covenants, agreements, contracts, endorsements, bonds, controversies, suits,
actions, causes of action, judgments, damages, expenses, claims or demands,
whether in law or in equity, (collectively, “Claims”) that are in any way
related to the relevant Management Bonus Agreement or the termination thereof,
including any Claim to a Bonus thereunder, whether known or unknown, presently
or in the future asserted, and, in the case of the Eligible Managers, whether
or not derived through a relationship of employment or for other services.
However, the Releasing Party is not releasing or waiving any rights to enforce,
or claims that may arise under, this Agreement.



     AWARD OF RSUs



3a.     In consideration of the release contained in Section 2, Hub agrees to award
RSUs equal to the Brokerage RSU Number, as defined in clause B of Schedule 3,
to employees of the respective Operating Subsidiary (each, an “Awardee”) as
hereinafter set out in this Section 3.



3b.     On February 27, 2004, Hub will deliver to each Awardee an RSU Award
Agreement awarding to the Awardee that number of RSUs indicated in clause C of
Schedule 3.



3c.     The balance of the Brokerage RSU Amount, as defined in clause A of Schedule
3, if any, after the RSU awards described in Section 3b, may be allocated by
the respective Operating Subsidiary for award to any of its employees at any
time on or before December 31, 2010, subject to approval by the Compensation
Committee upon the recommendation of the Bonus Committee.



3d.     RSUs that are forfeited by Awardees prior to the applicable Vesting Date or
Alternate Vesting Date (as such terms are defined in the RSU Award Agreement)
may be reallocated by the Bonus Committee to any of the employees of Hub or its
Subsidiaries, after consultation with the Operating Subsidiary that employed the
forfeiting Awardee, at any time on or before December 31, 2010, subject to
approval by the Compensation Committee.



3e.     Hub will award such RSUs as are approved by the Compensation Committee in
accordance with the foregoing.



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3f.     RSUs awarded pursuant to Section 3c and 3d will have substantially the same
terms as the RSUs awarded pursuant to the RSU Award Agreements, except that:
(1) the value attributed
to such RSUs will be the greater of the closing trading price of one Hub common
share on the New York Stock Exchange (NYSE) or the Toronto Stock Exchange (TSX)
(whichever is greater) on the date(s) such RSUs are awarded and US$14.00; (2)
the Vesting Date will be extended to reflect the time elapsed from the date of
the awards made pursuant to Section 3b, unless otherwise approved by the
Compensation Committee; and (3) the Compensation Committee will have the right
to establish such further and other terms in connection with RSUs as the
Compensation Committee, acting reasonably, deems appropriate.



3g.     Any award of RSUs will be subject to applicable securities laws and the
approval of the Toronto Stock Exchange (TSX) and the New York Stock Exchange
(NYSE), if and as required. In this regard, Hub represents that the appropriate
approvals have been obtained for the award of the RSUs contemplated by Section
3b.



     MODIFIED MANAGEMENT BONUS FORMULA



4.     The following Bonus arrangements will be applicable in connection with 2003
and subsequent years:




	 	(a)	 	Bonuses will not be a contractual entitlement of Hub’s
employees or an obligation of Hub. The Bonus Committee may, after
consultation with management of an Operating Subsidiary, establish
new performance targets or criteria, or new Bonus formulae, in
advance of any given fiscal year for any respective Operating
Subsidiary based on a reasonable assessment of all the circumstances
at the time, including those related both to the Operating
Subsidiary and Hub.
	 
	 	(b)	 	Subject to the approval of Compensation Committee after the
completion of the respective fiscal year as contemplated in Section
4(c), the Bonus Committee and the Compensation Committee have
approved that effective January 1, 2003 the aggregate Bonus payable
to each of the Operating Subsidiaries will be calculated according
to the following formula (the “Modified Management Bonus Formula”):





	 	(i)	 	if an Operating Subsidiary
achieves EBITA that exceeds a specified threshold of
the Operating Subsidiary’s Revenue from all sources
for the relevant year (the “Modified Waterline”), the
Operating Subsidiary will receive an aggregate cash
Bonus equal to a percentage of the Operating
Subsidiary’s total EBITA for the year, calculated
from the first dollar of EBITA earned by the Operating
Subsidiary in such year, as set out in Schedule
4(b)(i);
	 
	 	(ii)	 	the Modified Waterline will be
the greater of: (1) 20% of the Revenue of the
Operating Subsidiary for the relevant year, after head
office expense (at least 4% of Hub’s revenue,
allocated ratably amongst the Operating Subsidiaries
based on their Revenue for the applicable year); (2)
an amount equal to the actual average EBITA for 2002
and 2003 which was used to calculate the Brokerage RSU
Amount (as defined in Schedule 3A); and (3) an amount
equal to the respective Operating 



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	 	 	 	Subsidiary’s EBITA
(plus the EBITA of any subsidiary thereof)
purchased by Hub when it was acquired by Hub (as set
out in Schedule 4(b)(ii)(3)); and
	 
	 	(iii)	 	except as approved by the Bonus
Committee, the Bonus for each Operating Subsidiary
will not exceed 4% of the respective Operating
Subsidiary’s Revenue for the applicable year.





	 	(c)	 	The Bonus Committee will review and consider for approval the
recommendations of each Operating Subsidiary as to the identity and
terms of participation of the individuals within the Operating
Subsidiary in any Bonus, both before (in connection with the budget
process) and after the conclusion of each fiscal year. The
Compensation Committee of Hub’s Board of Directors must approve all
Bonuses for senior management of the Operating Subsidiaries if and
as required by the Charter for the Compensation Committee.




     MISCELLANEOUS



5.     Signature by Counterpart and by Facsimile. This Agreement may be signed in
counterparts and by facsimile, and each such counterpart will constitute an
original document and such counterparts, taken together, will constitute one
and the same memorandum.



6.     Headings. The inclusion of headings in this Agreement is for convenience of
reference only and will not affect the construction or interpretation hereof.



7.     Invalidity of Provisions. Each of the provisions contained in this Agreement
is distinct and severable and a declaration of invalidity or unenforceability
of any such provision by a court of competent jurisdiction will not affect the
validity or enforceability of any other provision hereof.



8.     Enforceability. This Memorandum will be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein.



9.     Precedence. This Agreement supercedes all prior agreements relating to the
matters addressed herein. To the extent there is any conflict between any
provision of this Agreement and the provisions of any other agreement,
including the Management Bonus Agreement, this Agreement shall govern.



10.     Modifications. Modifications or amplifications, if any, to the terms of
this Agreement in respect of any particular Operating Subsidiary or employee of
the Operating Subsidiary will be made by way of addendum to the signatory page
of this Agreement for the respective Operating Subsidiary or employee of the
Operating Subsidiary.



     IN WITNESS WHEREOF the parties have executed this Agreement.



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SIGNATORY PAGES TO FOLLOW




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SIGNATURE PAGE TO MANAGEMENT BONUS MODIFICATION AGREEMENT

DATED WITH EFFECT DECEMBER 31, 2003




HUB INTERNATIONAL LIMITED




By: /s/ Authorized Officer



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SIGNATURE PAGE TO MANAGEMENT BONUS MODIFICATION AGREEMENT

DATED WITH EFFECT DECEMBER 31, 2003




OPERATING SUBSIDIARY:



[AS APPLICABLE]



By: /s/ Authorized Officer



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SIGNATURE PAGE TO MANAGEMENT BONUS MODIFICATION AGREEMENT

DATED WITH EFFECT DECEMBER 31, 2003




ELIGIBLE MANAGER FROM



OPERATING SUBSIDIARY: [AS APPLICABLE]



	 	 	 	 	 	 	 	 	 
	ELIGIBLE	 	ELIGIBLE	 	 	 	ELIGIBLE	 	 
	MANAGER	 	MANAGER	 	WITNESS	 	MANAGER	 	ELIGIBLE
	NAME
	 	SIGNATURE
	 	SIGNATURE
	 	AMOUNT (1)
	 	MANAGER % (2)

	As Applicable

	 	/s/ Eligible Manager
	 	/s/ Witness
	 	As Applicable
	 	As Applicable







Notes:





	 	(1)	 	The aggregate dollar value of the RSUs to be awarded to the
Eligible Manager based on the estimated Brokerage RSU Amount, as
defined in clause A(i) of Schedule 3, for the Operating Subsidiary
identified above, and prior to adjustment based on actual 2003
financial results (the “Eligible Manager Amount”).
	 
	 	(2)	 	The proportion that the estimated Eligible Manager Amount bears to
the estimated Brokerage RSU Amount for the Operating Subsidiary (the
“Eligible Manager Percentage”).





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