##### Table of Contents



As filed with the Securities and
Exchange Commission on November 5, 2003

Registration No. 333-107487


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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



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AMENDMENT NO. 1 TO

FORM S-3REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



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Hub International Limited(Exact name of registrant as specified in its charter)

|                                                                              |  |                                                
|----------------------------------------------------------------------------- |  | -----------------------------------------------
|Ontario, Canada(State or other jurisdiction of incorporation or organization) |  | 36-4412416
(IRS Employer Identification Number)



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|Hub International Limited
55 East Jackson Boulevard, Chicago, IL 60604
(877) 402-6601
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices) |  | W. Kirk James, Esq.
Vice President and General Counsel
Hub International Limited
55 East Jackson Boulevard, Chicago, IL 60604
(877) 402-6601
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Copies to:
Christopher J. Cummings, Esq.
Shearman & Sterling LLP
199 Bay Street, Commerce Court West
Suite 4405, P.O. Box 247
Toronto, Ontario M5L 1E8



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Approximate date of commencement of proposed sale to the public:From time to
time after the effective date of this Registration Statement as determined by
market conditions.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [   ]

If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering: [   ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [   ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [   ]



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CALCULATION OF REGISTRATION FEE

|                               |                                       |                                                                                                       |   |                     |                |                      |  |                  |       |                  |   |             |                |     |   |          |          | 
|------------------------------ | ------------------------------------- | ----------------------------------------------------------------------------------------------------- | - | ------------------- | -------------- | -------------------- |  | ---------------- | ----- | ---------------- | - | ----------- | -------------- | --- | - | -------- | -------- | 
|                               |                                       |                                                                                                       |   |                     |                |                      |  | Proposed maximum |       | Proposed maximum |   |             |                |    
|Title of each class            |                                       | Amount to be                                                                                          |   | offering price per  |                | aggregate            |  | Amount of       
|of securities to be registered |                                       | registered                                                                                            |   | unit or share(1)(2) |                | offering price(1)(2) |  | registration fee
|                               |                                       |                                                                                                       |   |                     |                |                      |  |                 
|Primary Offering:              |                                       |                                                                                                       |   |                     |                |                      |  |                  |       |                  |   |             |                |     |   |         
|                               |                                       |                                                                                                       |   |                     |                |                      |  |                 
|                               |                                       | Debt securities(3), common shares,
preference shares, warrants, share purchase contracts and units(4) |   | $                   | 100,000,000.09 |                      |  |                  |       |                  |   | $           | 100,000,000.09 |     |   | $        | 8,090.00 | 
|                               |                                       |                                                                                                       |   |                     |                |                      |  |                 
|Secondary Offering:            |                                       |                                                                                                       |   |                     |                |                      |  |                  |       |                  |   |             |                |     |   |         
|                               |                                       |                                                                                                       |   |                     |                |                      |  |                 
|                               |                                       | Common Shares(5)                                                                                      |   |                     | 519,521        |                      |  | $                | 15.71 | (6)              |   | $           | 8,161,674.91   | (6) |   | $        | 660.28   | 
|                               |                                       |                                                                                                       |   |                     |                |                      |  |                 
|                               | Total Primary and Secondary Offerings |                                                                                                       | $ | 108,161,675         |                |                      |  |                  |       |                  | $ | 108,161,675 |                |     | $ | 8,750.28 | (7)     
|                               |                                       |                                                                                                       |   |                     |                |                      |  |                 

(1)  Omitted pursuant to General Instruction II.D. of Form S-3, except with
respect to the specified number of common shares to be sold by selling
shareholders. See note (6).

(2)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933 and reflects the
maximum offering price of securities that may be issued. The initial public
offering price of any debt securities denominated in any foreign currencies or
currency units shall be the U.S. dollar equivalent thereof based on the
prevailing exchange rates at the respective times such securities are first
offered. With respect to debt securities issued at an offering price less than
the principal amount at maturity, the amount to be registered will be equal to
the aggregate offering price.

(3)  Exclusive of accrued interest, if any.

(4)  Such indeterminate principal amount of debt securities or number of common
shares, preference shares, warrants, share purchase contracts and units of Hub
International Limited as may, from time to time, be issued at indeterminate
prices, with an aggregate initial offering price not to exceed
$100,000,000, including
such indeterminate principal amount of debt securities or number of common
shares and preference shares issuable upon the conversion, exchange, exercise
or settlement of other securities of Hub International Limited or one of its
affiliates.

(5)  Represents commons shares to be sold by certain selling shareholders.

(6)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 on the basis of
the average of the high and low prices of a common share of Hub International
limited on November 3, 2003, as reported on the New York Stock Exchange, and reflects
the maximum offering price of securities that may be sold in accordance with
Rule 457(o) under the Securities Act of 1933.

(7)  The full amount of the
registration fee was paid concurrently with the filing of the
Registration Statement on July 30, 2003.



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The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.



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##### Table of Contents



|Information contained in this prospectus
is not complete and may be changed. We may not sell these
securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SUBJECT TO COMPLETION, DATED
November 5, 2003

Prospectus

(HUB INTERNATIONAL LOGO)

Hub International Limited


Debt Securities


Preference Shares


Common Shares


Warrants


Share Purchase Contracts


Units




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We may offer and sell, from time to time, in one
or more offerings, any combination of the securities that we
describe in this prospectus having a total initial offering
price not exceeding $108,161,675. We may offer and sell such
indeterminate principal amount of debt securities or number of
preference shares, common shares, warrants, share purchase
contracts or units as may, from time to time, be issued at
indeterminate prices, with an aggregate initial offering price
not to exceed $100,000,000. The selling shareholders may offer
and sell up to 519,521 common shares. We will not receive
any proceeds from the sale by the selling shareholders of common
shares.

An offer of these securities will not be made in
any jurisdiction where the offer is not permitted. The
securities described in this prospectus will not be sold in or
to a resident of Canada in contravention of the securities laws
of Canada or any province or territory thereof.

We will provide the specific terms of these
securities in supplements to this prospectus. This prospectus
may not be used by us to sell securities unless accompanied by a
prospectus supplement. Any statement contained in this
prospectus is deemed modified or superseded by any inconsistent
statement contained in an accompanying prospectus supplement. We
urge you to read carefully this prospectus and the accompanying
prospectus supplement, which will describe the specific terms of
the securities offered, before you make your investment decision.

Our common shares trade on the New York Stock
Exchange and the Toronto Stock Exchange under the symbol
HBG. On November 4, 2003, the last reported
sale price of our common shares on the NYSE was $15.45.

Investing in our securities involves risks. See
Risk Factors beginning on page 7 of this
prospectus.



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Neither the Securities and Exchange Commission
nor any other regulatory body has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.



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The date of this prospectus
is                     ,
2003.



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TABLE OF CONTENTS



|                                        |  |  |  |  |  |  |  | 
|--------------------------------------- |  |  |  |  |  |  |  | 
|WHERE YOU CAN FIND MORE INFORMATION    
|FORWARD-LOOKING STATEMENTS             
|THE COMPANY                            
|RISK FACTORS                           
|USE OF PROCEEDS                        
|DIVIDEND POLICY                        
|RATIO OF EARNINGS TO FIXED CHARGES     
|DESCRIPTION OF DEBT SECURITIES         
|DESCRIPTION OF PREFERENCE SHARES       
|DESCRIPTION OF COMMON SHARES           
|DESCRIPTION OF WARRANTS                
|DESCRIPTION OF SHARE PURCHASE CONTRACTS
|DESCRIPTION OF UNITS                   
|SELLING SHAREHOLDERS                   
|PLAN OF DISTRIBUTION                   
|LEGAL MATTERS                          
|EXPERTS                                
|PART II                                
|SIGNATURES                             
|AUTHORIZED REPRESENTATIVE              
|EXHIBIT INDEX                          
|EX-12.1                                
|EX-23.1                                
|EX-23.2                                



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##### Table of Contents



TABLE OF CONTENTS

|                                        |  |      |    | 
|--------------------------------------- |  | ---- | -- | 
|                                        |  | Page
|                                        |  |     
|WHERE YOU CAN FIND MORE INFORMATION     |  |      | 4  | 
|FORWARD-LOOKING STATEMENTS              |  |      | 5  | 
|THE COMPANY                             |  |      | 6  | 
|RISK FACTORS                            |  |      | 7  | 
|USE OF PROCEEDS                         |  |      | 14 | 
|DIVIDEND POLICY                         |  |      | 14 | 
|RATIO OF EARNINGS TO FIXED CHARGES      |  |      | 14 | 
|DESCRIPTION OF DEBT SECURITIES          |  |      | 15 | 
|DESCRIPTION OF PREFERENCE SHARES        |  |      | 29 | 
|DESCRIPTION OF COMMON SHARES            |  |      | 32 | 
|DESCRIPTION OF WARRANTS                 |  |      | 33 | 
|DESCRIPTION OF SHARE PURCHASE CONTRACTS |  |      | 35 | 
|DESCRIPTION OF UNITS                    |  |      | 36 | 
|SELLING SHAREHOLDERS                    |  |      | 37 | 
|PLAN OF DISTRIBUTION                    |  |      | 38 | 
|LEGAL MATTERS                           |  |      | 39 | 
|EXPERTS                                 |  |      | 39 | 

You should rely only on the information contained
or incorporated by reference in this prospectus or any
prospectus supplement. We have not authorized anyone else to
provide you with different information. If anyone provides you
with different information, you should not rely on it. We are
not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. A prospectus relating
to the securities that we describe in this prospectus has not
been filed with any securities regulatory authority in Canada.
The securities may not be offered or sold, directly or
indirectly, in Canada, or to or for the account of any resident
of Canada unless a prospectus has been filed and a receipt is
obtained from the applicable securities regulatory authorities
in Canada. You should assume that the information appearing in
this prospectus or any prospectus supplement, or any documents
incorporated by reference therein, is accurate only as of the
date on the front cover of the applicable document. Our
business, financial condition, results of operations and
prospects may have changed since that date.

Unless the context requires otherwise or
otherwise as expressly stated, the terms we,
our, us, Hub and the
Company refer to Hub International Limited, an
Ontario corporation, and its consolidated subsidiaries. The
terms we, our, us,
Hub and the Company do not include or
refer to the selling shareholders.

We publish our consolidated financial statements
in U.S. dollars. All references in this prospectus to
dollars or $ are to U.S. dollars
and all references to C$ are to Canadian dollars,
unless otherwise noted. Except as otherwise indicated, all
financial statements and financial data contained in this
prospectus and in the documents incorporated by reference in
this prospectus have been prepared in accordance with generally
accepted accounting principles in Canada, or Canadian GAAP,
which differs in certain significant respects from generally
accepted accounting principles in the United States of America,
or U.S. GAAP. Please see the notes to our unaudited interim
consolidated financial statements and our audited consolidated
financial statements incorporated by reference in this
prospectus for a description of the material differences between
Canadian GAAP and U.S. GAAP.

2



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PROSPECTUS

This prospectus is part of a registration
statement that we filed with the Securities and Exchange
Commission, the SEC, using a shelf registration or
continuous offering process. Under this shelf process, we may
sell any combination of the following securities in one or more
offerings up to a total amount of $140 million, or the
equivalent thereof if any of the securities are denominated in a
currency, currency unit or composite currency other than the
U.S. dollar:



| |   |                              
| | - | -----------------------------
| |  | our common shares;           
|
| |  | our preference shares;       
|
| |  | our warrants;                
|
| |  | our share purchase contracts;
|
| |  | our units; and               
|
| |  | our debt securities.         

The terms of the aforementioned securities will
be determined at the time of the offering.

Certain of the common shares that may be sold
pursuant to this prospectus may be shares beneficially owned by
our senior officers, directors and employees. For information
regarding ownership by our senior officers, directors, employees
and Fairfax of our common shares, see Security Ownership
of Certain Beneficial Owners and Management contained in
our Annual Report on Form 10-K, which is incorporated by
reference in this prospectus.

As well, under the shelf process, selling
shareholders may, from time to time, sell the securities
described in this prospectus in one or more offerings. Each time
a selling shareholder sells securities, the selling shareholder
is required to provide you with this prospectus and a prospectus
supplement as discussed below.

PROSPECTUS SUPPLEMENT

This prospectus provides you with a general
description of the securities offered by us as well as the
securities the selling shareholders may offer. Each time we sell
securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering.
In some cases, selling shareholders will also be required to
provide a prospectus supplement containing specific information
about the selling shareholders and the terms of the securities
being offered. The prospectus supplement may also add to, update
or change information contained in this prospectus and,
accordingly, to the extent inconsistent, information in this
prospectus is superseded by the information in the prospectus
supplement. You should read both this prospectus and the
applicable prospectus supplement together with the additional
information described under the heading Where You Can Find
More Information.

The prospectus supplement to be attached to the
front of this prospectus may describe, as applicable: the terms
of the securities offered, specific information about selling
shareholders, the initial public offering price, the price paid
for the securities, net proceeds and the other specific terms
related to the offering of these securities.

The registration statement containing this
prospectus, including the exhibits to the registration
statement, provides additional information about us and the
securities offered under this prospectus. The registration
statement, including the exhibits, can be read at the SEC
website or at the SEC office mentioned under the heading
Where You Can Find More Information.

3



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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports,
proxy statements and other information with the SEC under the
Securities Exchange Act of 1934, as amended. You may read and
copy this information, or obtain copies of the information by
mail, at the following location of the SEC:

Public Reference Room

450 Fifth Street, N.W.


Room 1024


Washington, DC 20549


You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains a web site that contains reports, proxy
statements and other information about issuers, like Hub, who
file electronically with the SEC. The address of the site is
www.sec.gov.

You can also inspect reports, proxy statements
and other information about us at the offices of the New York
Stock Exchange, 20 Broad Street, New York,
New York 10005.

We are incorporating by reference
into this prospectus certain information we file with the SEC,
which means that we are disclosing important information to you
by referring you to those documents. The information
incorporated by reference is deemed to be part of this
prospectus. The following documents, which have been filed by us
with the SEC, are incorporated by reference into this prospectus:



| |   |                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------
| |  | Annual Report on Form 10-K for the fiscal
    year ended December 31, 2002;                                                      
|
| |  | Quarterly Report on Form 10-Q for the fiscal
    quarters ended March 31, 2003 and June 30, 2003;                                
|
| |  | Current Reports on Form 8-K filed on
    January 7, 2003 and March 17, 2003;                                                     
|
| |  | Proxy Statement for the Annual Meeting of
    Shareholders held on May 6, 2003; and                                              
|
| |  | Our description of our common shares that is
    contained in our Registration Statement on Form 8-A filed
    on April 30, 2002.

All documents that we file with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
from the date of this prospectus until all of the securities
being offered under this prospectus or any prospectus supplement
are sold (other than Current Reports furnished pursuant to
item 9 or item 12 of Form 8-K, unless
specifically incorporated by reference) shall also be deemed to
be incorporated by reference and will automatically update
information in this prospectus.

Any statements made in this prospectus or in a
document incorporated or deemed to be incorporated by reference
in this prospectus will be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement
contained in any prospectus supplement or in any other
subsequently filed document that is also incorporated or deemed
to be incorporated by reference in this prospectus modifies or
supersedes such statement. Any statement so modified or
superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.

You may request a copy of these filings, at no
cost, by writing or calling us at the following address or
telephone number:

Investor Relations

Hub International Limited


55 East Jackson Boulevard


Chicago, Ill 60604


Tel: (877) 402-6601


Exhibits to the filings will not be sent,
however, unless those exhibits have specifically been
incorporated by reference in this document.

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FORWARD-LOOKING STATEMENTS

Certain information included or incorporated by
reference in this document may be deemed to be
forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of
the Exchange Act. This document and the documents incorporated
by reference may make forward-looking statements, which reflect
our current views with respect to future events and financial
performance. These forward-looking statements relate, among
other things, to our plans and objectives for future operations.
These forward-looking statements are subject to uncertainties
and other factors that could cause actual results to differ
materially from such statements. These uncertainties and other
factors include, but are not limited to risks associated with:



| |   |                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | implementing our business strategies;                                                                                                                        
|
| |  | identifying and consummating acquisitions;                                                                                                                   
|
| |  | successfully integrating acquired businesses;                                                                                                                
|
| |  | attaining greater market share;                                                                                                                              
|
| |  | developing and implementing effective information
    technology systems;                                                                                    
|
| |  | recruiting and retaining qualified employees;                                                                                                                
|
| |  | fluctuations in the demand for insurance products;                                                                                                           
|
| |  | fluctuations in the premiums charged by insurance
    companies (with corresponding fluctuations in our premium-based
    revenue);                          
|
| |  | any loss of services of key executive officers;                                                                                                              
|
| |  | industry consolidation;                                                                                                                                      
|
| |  | increased competition in the industry;                                                                                                                       
|
| |  | the passage of new federal, state or provincial
    legislation subjecting our business to increased regulation in
    the jurisdictions in which we operate.

The words believe,
anticipate, project, expect,
intend, will likely result or will
continue and similar expressions identify forward-looking
statements. We caution readers not to place undue reliance on
these forward-looking statements, which speak only as of their
dates.

Except as otherwise required by federal
securities laws, we undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

5



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THE COMPANY

We are a leading North American insurance
brokerage providing a broad array of property and casualty, life
and health, employee benefits, investment and risk management
products and services. We focus primarily on middle-market
commercial accounts in the United States and Canada, which we
serve through our approximately 2,300 employees in over 150
locations, using a variety of retail and wholesale distribution
channels. We define the middle market as those clients with 20
to 499 employees, which typically generate annual commissions
and fees ranging from $2,500 to $250,000. Since our company was
formed in 1998 through the merger of 11 Canadian insurance
brokerages, we have acquired 90 brokerages and have established
a strong presence in the northeastern, midwestern and western
United States and in the Canadian provinces of Ontario, Quebec
and British Columbia.

We operate through an organizational structure
comprised of our head office, larger regional brokerages that we
call hub brokerages and smaller brokerages that we
call fold-ins. Our head office oversees the
acquisition of hub brokerages, coordinates selling and marketing
efforts, identifies cross-selling opportunities among our
brokerages, negotiates significant contracts with insurers and
handles general administrative functions. Each hub brokerage has
a significant market presence in a geographic region of the
United States or Canada. Each hub provides insurance brokerage
services and is responsible for integrating the fold-in
acquisitions in its region.

We operate our hub brokerages in a decentralized
manner so they may more effectively address their local market
conditions. A hub brokerage is responsible not only for the
development of its own business, but also the identification of
fold-ins that can be acquired by and integrated into the
operations of the hub brokerage. This process allows each hub
brokerage an opportunity to strengthen its regional market
presence by acquiring new or complementary products and services
and management talent and improve profit margins through the
reduction or elimination of redundant administrative functions,
premises and systems. Our structure enables our hub brokerages
to more effectively and quickly meet the changing needs of our
clients in various markets, while benefiting from the operating
efficiencies and leverage of a large brokerage.

Our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and
all amendments to those reports are available from the SEC
website www.sec.gov and free of charge through the Investor
Relations section of our website www.hubinternational.com as
soon as practicable after such material is electronically filed
with, or furnished to, the SEC.

Our principal executive office is located at 55
East Jackson Boulevard, Chicago, Ill 60604. Our telephone number
is (877) 402-6601.

6



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RISK FACTORS

Risk related to our business



| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We may be unsuccessful in identifying and
    acquiring suitable acquisition candidates, which could impede
    our growth and ability to remain competitive in our
    industry.

Our strategic plan includes the regular and
systematic evaluation and acquisition of insurance brokerages in
new and existing markets. Since our formation in 1998,
approximately 85% of our revenue growth has been attributable to
acquisitions. However, we may not successfully identify suitable
acquisition candidates. Prospective acquisition candidates may
not become available or we may not be able to complete an
acquisition once negotiations have commenced. We compete for
acquisition and expansion opportunities with entities that have
substantially greater resources than we do and these entities
may be able to outbid us for these acquisition targets. If we
fail to execute our acquisition strategy, our revenue growth is
likely to suffer and we may be unable to remain competitive.





| |                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our continued growth is partly based on our
    ability to successfully integrate acquired brokerages and our
    failure to do so may have an adverse effect on our revenue and
    expenses.

We may be unable to successfully integrate
brokerages that we may acquire in the future. The integration of
an acquisition involves a number of factors that may affect our
operations. These factors include:



| |   |                                                                                       
| | - | --------------------------------------------------------------------------------------
| |  | diversion of managements attention;                                                  
|
| |  | difficulties in the integration of acquired
    operations and retention of personnel;
|
| |  | entry into unfamiliar markets;                                                        
|
| |  | unanticipated problems or legal liabilities; and                                      
|
| |  | tax and accounting issues.                                                            

A failure to integrate acquired brokerages may be
disruptive to our operations and negatively impact our revenue
or increase our expenses.



| |                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | Insurance brokerages that we have acquired
    may have liabilities that we are not aware of and may not be as
    profitable as we expect them to be.

Since our formation in November 1998 through the
merger of 11 insurance brokerages, we have acquired 90
brokerages. Although we conduct due diligence in respect of the
business and operations of each of the brokerages we acquire, we
may not have identified all material facts concerning these
brokerages. For example, on one occasion we discovered a
brokerages liability for unaccrued corporate taxes only
after we had completed the acquisition of the brokerage.
Unanticipated events or liabilities relating to these brokerages
could have a material adverse effect on our financial condition.
Furthermore, once we have integrated an acquired brokerage, it
may not achieve levels of revenue, profitability, or
productivity comparable to our existing locations, or otherwise
perform as expected. Our failure to integrate one or more
acquired brokerages so that they achieve our performance goals
may have a material adverse effect on our results of operations
and financial condition.



| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | If we fail to obtain additional financing
    for acquisitions, we may be unable to expand our
    business.

Our acquisition strategy may require us to seek
additional financing. If we are unable to obtain sufficient
financing on satisfactory terms and conditions, we may not be
able to maintain or increase our market share or expand our
business through acquisitions. Our ability to obtain additional
financing will depend upon a number of factors, many of which
are beyond our control. We may not be able to obtain additional
satisfactory financing because we already have debt outstanding
and because we may not have sufficient cash flow to service or
repay our existing or additional debt. For example, as of
June 30, 2003, we had $120 million of total debt and
our two credit facilities contain covenants that, among other
things, require us to maintain certain financial ratios and
restrict our ability to incur additional debt.

7



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| |                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We cannot accurately forecast our
    commission revenue because our commissions depend on premium
    rates charged by insurance companies, which historically have
    varied and are difficult to predict. Any declines in premiums
    may adversely impact our profitability.

In 2002, we derived approximately 91% of our
revenue from commissions paid by insurance companies on the sale
of their insurance products to our clients. Our revenue from
commissions fluctuates with premiums charged by insurers, as
commissions typically are determined as a percentage of
premiums. When premiums decline, we experience downward pressure
on our revenue and earnings. Historically, property and casualty
premiums have been cyclical in nature and have varied widely
based on market conditions. Significant reductions in premium
rates occurred during the years 1988 through 2000 as a result of
expanded underwriting capacity of property and casualty
insurance companies and increased competition. In some cases,
property and casualty insurance companies lowered commission
rates. Because we cannot determine the timing and extent of
premium pricing changes, we cannot accurately forecast our
commission revenue, including whether it will significantly
decline. If premiums decline or commission rates are reduced,
our revenue, earnings and cash flow could decline. In addition,
our budgets for future acquisitions, capital expenditures,
dividend payments, loan repayments and other expenditures may
have to be adjusted to account for unexpected changes in revenue.



| |                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Insurance company contingent commissions
    and volume overrides are less predictable than normal
    commissions, which impairs our ability to forecast the amount of
    such revenue that we will receive and may negatively impact our
    operating results.

We derive a portion of our revenue from
contingent commissions and volume overrides. The aggregate of
these sources of revenue generally has accounted for
approximately 5% of our total revenue. Contingent commissions
may be paid by an insurance company based on the profit it makes
on the overall volume of business that we place with it. Volume
overrides and contingent commissions are typically calculated in
the first or second quarter of the following year by the
insurance companies and are paid once calculated. As a result of
recent developments in the property and casualty insurance
industry, including changes in underwriting criteria due in part
to the higher numbers and dollar value of claims as compared to
the premiums collected by insurance companies, we cannot predict
the payment of these performance-based revenues as accurately as
we have been able to in the past. Further, we have no control
over the process by which insurance companies estimate their own
loss reserves, which affects our ability to forecast contingent
commissions. Because these contingent commissions affect our
revenue, any decrease in their payment to us could adversely
affect our results of operations.



| |                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Proposed tort reform legislation in the
    United States, if enacted, could decrease demand for liability
    insurance, thereby reducing our commission
    revenue.

Legislation concerning tort reform is currently
being considered in the United States Congress and in several
states. Among the provisions being considered for inclusion in
such legislation are limitations on damage awards, including
punitive damages, and various restrictions applicable to class
action lawsuits, including lawsuits asserting professional
liability of the kind for which insurance is offered under
certain policies we sell. Enactment of these or similar
provisions by Congress, or by states or countries in which we
sell insurance, could result in a reduction in the demand for
liability insurance policies or a decrease in policy limits of
such policies sold, thereby reducing our commission revenue.



| |                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We have entered into put option
    arrangements with former shareholders of our acquired brokerage
    J.P. Flanagan Corporation, which may require us to pay
    substantial amounts to repurchase our common shares from these
    shareholders. Those payments would reduce our cash flow and the
    funds available to grow our business.

In connection with our acquisition of Flanagan,
we entered into put option arrangements with the former
shareholders of that company whereby we gave them the right to
require us to repurchase their shares of Hub that were issued in
consideration of the acquisitions. The rights under the put
arrangements may be exercised between 2006 and 2011, and if
exercised, we could be required to buy back our common shares at
C$17.00 per share at specific exercise dates set out under the
heading Managements Discussion and Analysis of
Financial Condition and Results of Operations 
Contingent obligations. We may not have sufficient cash on
hand on the exercise

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dates to satisfy our obligations under these put
arrangements and as a consequence we may have to obtain
additional financing. However, we may not be able to incur
additional debt at such time. Our inability to satisfy our
obligations under the put options may adversely affect our
relationship with the management team from Flanagan and may
result in the loss of key management personnel from this
subsidiary and, in turn, the loss of customers, which would
adversely affect our business and financial condition. In
addition, our failure to satisfy our obligations under the put
options may cause us to breach our agreements with those
shareholders.




| |                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A substantial portion of our total assets
    are represented by goodwill and other intangible assets as a
    result of our acquisitions and under new accounting standards,
    we may be required to write down the value of our goodwill and
    other intangible assets.

When we acquire a brokerage, virtually the entire
purchase price for the acquisition is allocated to goodwill and
other identifiable intangible assets. The amount of purchase
price allocated to goodwill is determined by the excess of the
purchase price over the net identifiable assets paid by us to
acquire the brokerage.

We test the carrying value of goodwill and other
intangible assets for impairment at least annually. Should we
identify that the value of intangible assets is impaired, we
would be required to write down the value of such assets to
their reasonable amounts. Such write down could be material.



| |                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The loss of members of our senior
    management or a significant number of our brokers could
    negatively affect our financial plans, marketing and other
    objectives.

The loss of or failure to attract key personnel
could significantly impede our financial plans, growth,
marketing and other objectives. Our success depends to a
substantial extent not only on the ability and experience of our
senior management but also on the individual brokers and teams
that service our clients and maintain client relationships. In
the past, we have experienced short-term disruptions to certain
brokerage operations due to the early retirement of senior
members of management at those brokerages. Our operations are
not generally dependent on any one individual; however, the loss
of Martin Hughes, our Chairman and Chief Executive Officer, or
Bruce Guthart, our President, U.S. Operations, could
negatively impact our acquisition strategy in the United States
due to their significant relationships and expertise in the
insurance industry.

The insurance brokerage industry has in the past
experienced intense competition for the services of leading
individual brokers and brokerage teams. We believe that our
future success will depend in large part on our ability to
attract and retain additional highly skilled and qualified
personnel and to expand, train and manage our employee base. We
may not be successful in doing so because the competition for
qualified personnel in our industry is intense. If we fail to
recruit and retain top producers, our organic growth may be
adversely affected.



| |                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Competition in our industry is intense, and
    if we are unable to compete effectively, we may lose market
    share and our business may be materially adversely
    affected.

The insurance brokerage business is highly
competitive and we actively compete with other insurance
brokerages for customers and insurance company markets. Many of
these brokerages have existing relationships with insurance
companies or have a significant presence in niche insurance
markets that may give them an advantage over us. Because
relationships between insurance brokers and insurance companies
or clients are often local or regional in nature, this potential
competitive disadvantage is particularly pronounced. See
Business  Competition for a further
discussion of the level of competition in our industry.

We face competition in all markets in which we
operate, based on product breadth, innovation, quality of
service and price. We compete with a number of brokerages in the
United States who may have greater resources than we do, as well
as with numerous Internet-based, specialist and regional firms
in the United States and Canada. If we are unable to compete
effectively against our competitors, we will suffer a loss of
market share, decreased revenue and reduced operating margins.

In addition, regulatory changes in the financial
services industry in the United States and Canada have permitted
banks, securities firms and insurance companies to affiliate,
causing rapid consolidation in the insurance industry. Some
insurance companies are engaged in the direct sale of insurance,
primarily to

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individuals, and do not pay commissions to agents
and brokers on policies they sell directly. Increasing
competition from insurance companies and from within the
financial services industry, generally, could have a negative
effect on our operations.




| |                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We do business with certain subsidiaries of
    our largest shareholder and if a conflict of interest were to
    arise it may not be resolved in our favor and could adversely
    affect our revenue.

As of June 30, 2003, Fairfax Financial
Holdings Limited owned or controlled 26% of our common shares,
32% if Fairfax converted our convertible subordinated debentures
which it holds. We do business with certain subsidiaries of
Fairfax which represented approximately 10% of our revenue in
2002. We expect that this percentage will increase as a result
of our sale of Old Lyme Insurance Company of Rhode Island, Inc.
and Old Lyme Insurance Company Ltd., which together we call Old
Lyme, to Fairfax, as we will continue to do a significant amount
of business with Old Lyme. The sale of Old Lyme was completed on
May 30, 2002. If a conflict of interest were to arise
between us and Fairfax or one of its subsidiaries, we cannot
assure you that this conflict would be resolved in a manner that
would favor us. In addition, if Fairfax were to sell our common
shares that it owns, it may no longer be as interested in
continuing to do business with us which could have a material
adverse effect on our revenue and expenses and such a sale by
Fairfax could also impact our share price.



| |                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We depend on our information processing
    systems. Interruption or loss of our information processing
    systems could have a material adverse effect on our
    business.

Our ability to provide administrative services
depends on our capacity to store, retrieve, process and manage
significant databases and expand and upgrade periodically our
information processing capabilities. Interruption or loss of our
information processing capabilities through loss of stored data,
breakdown or malfunctioning of computer equipment and software
systems, telecommunications failure, or damage caused by fire,
tornadoes, lightning, electrical power outage or other
disruption could have a material adverse effect on our business,
financial condition and results of operations. Although we have
disaster recovery procedures in place for all our hub brokerages
and insurance to protect against such contingencies, such
procedures may not be effective and any insurance or recovery
procedures may not continue to be available at reasonable prices
and may not address all such losses or compensate us for the
possible loss of clients occurring during any period that we are
unable to provide services.



| |                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------
| | Privacy legislation may impede our ability
    to utilize our customer database as a means to generate new
    sales.

We intend to utilize our extensive customer
databases for marketing and sales purposes, which we believe
will enhance our ability to meet our organic growth targets.
However, privacy legislation, such as the Gramm-Leach-Bliley Act
and the Health Insurance Portability and Accountability Act of
1996 in the United States and the Personal Information
Protection and Electronic Documents Act in Canada, as well as
other regulatory restrictions, restrict somewhat our ability to
utilize personal information that we have collected in our
normal course of operations to generate new sales. If we become
subject to new restrictions, or other regulatory restrictions,
which we are not aware of, our ability to grow our business may
be adversely affected.



| |                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The security of the databases that contain
    our customers personal information may be breached which
    could subject us to litigation or adverse
    publicity.

We depend on computer systems to store
information about our customers, some of which is private.
Database privacy, identity theft and related computer and
internet issues are matters of growing public concern. We have
installed privacy protection systems and devices on our network
in an attempt to prevent unauthorized access to information in
our database. However, our technology may fail to adequately
secure the private information we maintain in our databases and
protect it from theft or inadvertent leakage. In such
circumstances, we may be held liable to our customers, which
could result in litigation or adverse publicity that could have
a material adverse effect on our business.

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| |                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our corporate structure and strategy of
    operating through decentralized brokerages may make it more
    difficult for us to become aware of and respond to adverse
    operating or financial developments at our
    brokerages.

We depend on timely and accurate reporting of
business conditions and financial results from our brokerages to
affect our business plan and determine and report our operating
results. We receive end of month reports from each of our
brokerages regarding their financial condition and operating
results. If an adverse business or financial development occurs
at one or more of our brokerages near the beginning of a month,
we may not become aware of the occurrence for several weeks
which could make it more difficult for us to effectively respond
to that development. In addition, if one of our brokerages was
to report inaccurate financial information, we might not learn
of these inaccuracies for several weeks, if at all, which could
adversely affect our ability to determine and report our
financial results. For example, on occasion, inconsistent
accounting treatment at a brokerage has not been detected until
preparation of our quarterly financial statements. We have
purchased enterprise reporting software that will enable us to
extract financial and operating data from our brokerages
electronically and on a real time basis. We anticipate that such
a system will be implemented in 2003. However, such system may
not be implemented within this time frame and it may not be
effective.



| |                                                                                                      
| | -----------------------------------------------------------------------------------------------------
| | Our profitability and liquidity may be
    materially adversely affected by errors and
    omissions.

We have extensive operations and are subject to
claims and litigation in the ordinary course of business
resulting from alleged errors and omissions. Errors and
omissions claims can involve significant defense costs and may
result in large damage awards against us. Errors and omissions
could include, for example, our employees or sub-agents failing,
whether negligently or intentionally, to place coverage or to
notify insurance companies of claims on behalf of clients, to
provide insurance companies with complete and accurate
information relating to the risks being insured or to
appropriately apply funds that we hold for our clients on a
fiduciary basis. It is not always possible to prevent and detect
errors and omissions and the precautions we take may not be
effective in all cases.

The amount of coverage limits and related
deductible amounts of our errors and omissions insurance
policies are established annually based upon our assessment of
our errors and omissions exposure, loss experience and the
availability and pricing of coverage within the marketplace.
While we endeavor to purchase coverage that is appropriate to
our assessment of our risk, the frequency, nature or magnitude
of claims for direct or consequential damages may result in the
aggregate amount for which we are liable exceeding the coverage
we maintain. Further, the escalating cost of premiums may cause
us to reduce our coverage, which could exacerbate these risks.

Our profitability and liquidity may be adversely
affected if in the future our insurance coverage proves to be
inadequate or unavailable or there is an increase in liabilities
for which we self-insure. In addition, errors and omissions
claims may harm our reputation or divert management resources
away from operating our business.



| |                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------
| | If we fail to comply with regulatory
    requirements for insurance brokerages, we may not be able to
    conduct our business.

Our business is subject to legal requirements and
governmental regulatory supervision in the jurisdictions in
which we operate. These requirements are designed to protect our
clients by establishing minimum standards of conduct and
practice, particularly regarding the provision of advice and
product information as well as financial criteria.

Our activities in the United States and Canada
are subject to regulation and supervision by state, provincial
and territorial authorities. Although the scope of regulation
and form of supervision by state, provincial and territorial
authorities may vary from jurisdiction to jurisdiction,
insurance laws in the United States and Canada are often complex
and generally grant broad discretion to supervisory authorities
in adopting regulations and supervising regulated activities.
This supervision generally includes the licensing of insurance
brokers and agents and the regulation of the handling and
investment of client funds held in a fiduciary capacity. Our
ability to conduct our business in the jurisdictions in which we
currently operate depends on our compliance with the rules and
regulations promulgated from time to time by the regulatory
authorities in each of these jurisdictions.

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Our clients have the right to file complaints
with the regulators about our services, and the regulators may
investigate and require us to address these complaints. Our
failure to satisfy the regulators that we are in compliance with
their requirements or the legal requirements governing our
activities can result in disciplinary action, fines,
reputational damage and financial harm.

In addition, changes in legislation or
regulations and actions by regulators, including changes in
administration and enforcement policies, could from time to time
require operational improvements or modifications at various
locations which could result in higher costs or hinder our
ability to operate our business. See Business 
Government regulation.

Risks related to our common shares



| |                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------
| | The price of our common shares may
    fluctuate substantially, which could negatively affect the
    holders of our common shares.

The price of our common shares may fluctuate
substantially due to the following factors:
(1) fluctuations in the price of the shares of the small
number of public companies in the insurance brokerage business,
(2) announcements of acquisitions as part of our growth
strategy, (3) additions or departures of key personnel,
(4) announcements of legal proceedings or regulatory
matters and (5) the general volatility in the stock market.
The market price of our common shares could also fluctuate
substantially if we fail to meet or exceed securities
analysts expectations of our financial results or if there
is a change in financial estimates or securities analysts
recommendations. From the beginning of 2001 to June 30,
2003, the price of our common shares on the TSX has ranged from
a low of C$12.00 to a high of C$29.00. From the date we began
trading on the NYSE in the second quarter of 2002 to
June 30, 2003, the price of our common shares has ranged
from a low of $11.45 to a high of $18.60.

In addition, the stock market has experienced
volatility that has affected the market prices of equity
securities of many companies, and that has often been unrelated
to the operating performance of these companies. A number of
other factors, many of which are beyond our control, could also
cause the market price of our common shares to fluctuate
substantially.



| |                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------
| | Significant fluctuation in the market price
    of our common shares could result in securities class action
    claims against us.

Significant price and value fluctuations have
occurred with respect to the securities of insurance and
insurance-related companies. Our common share price is likely to
be volatile in the future. In the past, following periods of
downward volatility in the market price of a companys
securities, class action litigation has often been pursued
against the respective company. If similar litigation was
pursued against us, it could result in substantial costs and a
diversion of our managements attention and resources.



| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | Our controlling shareholder may
    substantially influence certain actions requiring shareholders
    approval.

As of June 30, 2003, Fairfax owned or
controlled 26% of our common shares. Fairfax also owns or
controls $35 million of subordinated convertible notes,
which it can convert at any time into our common shares at
C$17.00 per share. If Fairfax converts the notes it would hold
32% of our common shares. Fairfax has the ability to
substantially influence certain actions requiring shareholder
approval, including:



| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| |  | electing members of our board of directors;                                                            
|
| |  | adopting amendments to our articles and by-laws;
    and                                               
|
| |  | approving a merger or consolidation, liquidation
    or sale of all or substantially all of our assets.

Fairfax may have different interests than you
have and therefore may make decisions that are adverse to your
interests.

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| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We are incorporated in Ontario, Canada,
    and, as a result, it may not be possible for shareholders to
    enforce civil liability provisions of the securities laws of the
    United States.

We are organized under the laws of Ontario,
Canada and some of our assets are located outside the United
States. As a result, it may not be possible for the holders of
our common shares to enforce against us in United States courts
judgments based on the civil liability provisions of the
securities laws of the United States. In addition, there is
doubt as to whether the courts of Canada would recognize or
enforce judgments of United States courts obtained against us or
our directors or officers based on the civil liability
provisions of the securities laws of the United States or any
state or hear actions brought in Canada against us or those
persons based on those laws.

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USE OF PROCEEDS

Except as may be described in the applicable
prospectus supplement that accompanies this prospectus, we
intend to add the net proceeds from the sale of the securities
under this prospectus to our general funds and use such proceeds
for working capital and other general corporate purposes.

We will determine the allocation of the net
proceeds of an offering of securities to a specific purpose, if
any, at the time of the offering and we will describe such
allocation in the applicable prospectus supplement.

With respect to any selling shareholder sales,
the selling shareholders will receive all of the proceeds from
the sale of common shares pursuant to this prospectus. We will
not receive any of the proceeds from sales by any selling
shareholder of such common shares.




DIVIDEND POLICY

We paid a dividend of C$0.07 per common share for
each quarter commencing June 30, 2000 until
December 31, 2002. During the fourth quarter of 2002, we
adopted a new policy that dividends declared payable after
December 31, 2002, if any, will be declared in
U.S. dollars instead of Canadian dollars. We have paid a
dividend of $0.05 per common share with respect to each quarter
since the fourth quarter of 2002. We have no formal dividend
policy other than the board of directors considers the payment
of dividends as quarterly financial information becomes
available. In the future, dividends will be paid at the
discretion of our board of directors depending on our financial
position and capital requirements, general business conditions,
contractual restrictions and other factors.




RATIO OF EARNINGS TO FIXED CHARGES

The ratio of our earnings to fixed charges for
the periods indicated are as follows:

|                                   |  |          |       |                          |  |      |      |      |  |      |      |      |  |  |      |   |  |  |       |   |  |  |      |  
|---------------------------------- |  | -------- | ----- | ------------------------ |  | ---- | ---- | ---- |  | ---- | ---- | ---- |  |  | ---- | - |  |  | ----- | - |  |  | ---- | -
|                                   |  | Six      |       |                          |  |      |      |      |  |      |      |     
|                                   |  | months   |       |                         
|                                   |  | ended    |       | Years ended December 31,
|                                   |  | June 30, |       |                         
|                                   |  | 2003     |       | 2002                     |  | 2001 |      | 2000 |  | 1999 |      | 1998
|                                   |  |          |       |                          |  |      |      |      |  |      |      |     
|Ratio of earnings to fixed charges |  |          | 11.37 | x                        |  |      | 6.97 | x    |  |      | 3.05 | x    |  |  | 6.81 | x |  |  | 13.34 | x |  |  | 5.39 | x
|                                   |  |          |       |                          |  |      |      |      |  |      |      |      |  |  |      |   |  |  |       |   |  |  |      |  

For the purpose of computing the ratios of
earnings to fixed charges, earnings consist of net
earnings before income taxes and fixed charges. Fixed
charges consist of interest expense.

If we use this prospectus to offer debt
securities or preference shares, the prospectus supplement will
include a ratio of earnings to fixed charges or a ratio of
combined fixed charges and preference dividends to earnings, as
appropriate.

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DESCRIPTION OF DEBT SECURITIES

We may issue debt securities from time to time in
one or more series. This section summarizes the general terms
and provisions of the debt securities that are common to all
series. The specific terms relating to any series of our debt
securities that we offer will be described in a prospectus
supplement. You should read the applicable prospectus supplement
for the terms of the series of debt securities offered. Because
the terms of specific series of debt securities offered may
differ from the general information that we have provided below,
you should rely on information in the applicable prospectus
supplement that contradicts any information below.

We may issue senior or subordinated debt
securities. Neither the senior debt securities nor the
subordinated debt securities will be secured by any of our
property or assets. Thus, by owning a debt security, you are one
of our unsecured creditors.

The senior debt securities will constitute part
of our senior debt and will rank equally with all our other
unsecured and unsubordinated debt. The subordinated debt
securities will constitute part of our subordinated debt and
will be subordinate in right of payment to all of our
senior indebtedness. The prospectus supplement for
any series of subordinated debt securities will indicate the
approximate amount of senior indebtedness outstanding as of the
end of the most recent fiscal quarter.

As required by federal law for all bonds and
notes of companies that are publicly offered, the debt
securities will be governed by a document called an
indenture. An indenture is a contract between a
financial institution, acting on your behalf as trustee of the
debt securities offered, and us. The debt securities will be
issued pursuant to one or more indentures, which we will enter
into with a trustee. When we refer to the applicable
indenture or indenture in this prospectus, we
are referring to the indenture under which your debt securities
are issued, as supplemented by any supplemental indenture
applicable to your debt securities. The trustee has two main
roles. First, subject to some limitations on the extent to which
the trustee can act on your behalf, the trustee can enforce your
rights against us if we default on our obligations under the
applicable indenture. Second, the trustee performs certain
administrative duties for us.

Under applicable Canadian law, a Canadian
licensed trust company may be required to be appointed as
co-trustee under any or all of the indentures in certain
circumstances. In such circumstances, it is anticipated that
application will be made to the appropriate Canadian regulatory
authorities for exemptions from this and other requirements of
Canadian law applicable to the indentures. If such relief is not
obtained, the applicable legislative requirements will be
complied with at the time of the applicable offering.

Unless otherwise provided in any applicable
prospectus supplement, the following section is a summary of the
principal terms and provisions that will be included in the
indenture. This summary is not complete. Because this section is
a summary, it does not describe every aspect of the debt
securities or the indenture. If we refer to particular
provisions in an indenture, such provisions, including the
definition of terms, are incorporated by reference in this
prospectus as part of this summary. We urge you to read the
indenture and any supplement thereto that are applicable to you
because the indenture, and not this section, defines your rights
as a holder of debt securities. The forms of indentures are
filed as exhibits to the registration statement of which this
prospectus is a part. See Where You Can Find More
Information for information on how to obtain a copy of the
indentures.

We may issue the debt securities as original
issue discount securities, which are securities that are offered
and sold at a substantial discount to their stated principal
amount. The prospectus supplement relating to original issue
discount securities will describe federal income tax
consequences and other special considerations applicable to
them. The debt securities may also be issued as indexed
securities or securities denominated in foreign currencies or
currency units, as described in more detail in the prospectus
supplement relating to any of the particular debt securities.
The prospectus supplement relating to specific debt securities
will also describe any special considerations and any material
additional tax considerations applicable to such debt securities.

General

The debt securities offered hereby will be
unsecured obligations of Hub. The debt securities will be either
our senior unsecured obligations issued in one or more series
and referred to herein as the senior debt

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##### Table of Contents



securities, or our subordinated unsecured
obligations issued in one or more series and referred to herein
as the subordinated debt securities. The senior debt
securities will rank equal in right of payment to all of our
other unsecured and unsubordinated indebtedness of Hub. The
subordinated debt securities will be subordinated in right of
payment to the prior payment in full of our senior debt
securities and our senior indebtedness, as described below under
Subordinated Indenture Provisions.


You should read the applicable prospectus
supplement for the terms of the series of debt securities
offered. The terms of the debt securities described in such
prospectus supplement will be set forth in the applicable
indenture and may include the following, as applicable to the
series of debt securities offered thereby:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the title of the debt securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | whether the debt securities will be senior debt
    securities or subordinated debt securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | the aggregate principal amount of the debt
    securities and whether there is any limit on such aggregate
    principal amount;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | whether we may reopen the series of debt
    securities for issuances of additional debt securities of such
    series;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | the date or dates, or how the date or dates will
    be determined, when the principal amount of the debt securities
    will be payable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | the amount payable upon acceleration of the
    maturity of the debt securities or how this amount will be
    determined;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | the interest rate or rates, which may be fixed or
    variable, that the debt securities will bear, if any, or how
    such interest rate or rates will be determined;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | the basis upon which interest will be calculated
    if other than that of a 360-day year of twelve 30-day months;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | the date or dates from which any interest will
    accrue or how such date or dates will be determined;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | the interest payment dates and the record dates
    for these interest payments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | whether the debt securities are redeemable at our
    option;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | whether there are any sinking fund or other
    provisions that would obligate us to purchase or otherwise
    redeem the debt securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | the date, if any, after which and the price or
    prices at which the series of debt securities may, in accordance
    with any optional or mandatory redemption provisions, be
    redeemed and the other detailed terms and provisions of those
    optional or mandatory redemption provisions, if any;                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | if the debt securities may be converted into or
    exercised or exchanged for our common shares or preference
    shares or any other of our securities or any securities of any
    other person, the terms on which conversion, exercise or
    exchange may occur, including whether conversion, exercise or
    exchange is mandatory, at the option of the holder or at our
    option or at the option of any other person, the date on or the
    period during which conversion, exercise or exchange may occur,
    the initial conversion, exercise or exchange price or rate and
    the circumstances or manner in which the amount of common shares
    or preference shares or other securities issuable upon
    conversion, exercise or exchange may be adjusted;
|
| |  | whether the debt securities are subject to
    mandatory or optional remarketing or other mandatory or optional
    resale provisions, and, if applicable, the date or period during
    which such resale may occur, any conditions to such resale and
    any right of a holder to substitute securities for the
    securities subject to resale;                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | the form in which we will issue the debt
    securities, if other than in registered book-entry only form
    represented by global securities; whether we will have the
    option of issuing debt securities in certificated
    form; whether we will have the option of issuing certificated
    debt securities in bearer form                                                                                                                                                                                                                                                                                                                                                                                                                                             

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| |   |                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | if we issue the securities outside the United
    States to non-U.S. persons; any restrictions on the offer,
    sale or delivery of bearer securities and the terms, if any,
    upon which bearer securities of the series may be exchanged for
    registered securities of the series and vice versa (if permitted
    by applicable laws and regulations);
|
| |  | the currency or currencies of the debt securities;                                                                                                                                                                                                                                                                                                             
|
| |  | whether the amount of payments of principal,
    premium or interest, if any, on the debt securities will be
    determined with reference to an index, formula or other method
    (which could be based on one or more currencies, commodities,
    equity indices or other indices) and how these amounts will be
    determined;                           
|
| |  | the place or places, if any, other than or in
    addition to New York, New York, for payment, transfer,
    conversion and/or exchange of the debt securities;                                                                                                                                                                                                
|
| |  | the denominations in which the debt securities
    will be issued;                                                                                                                                                                                                                                                                                             
|
| |  | the applicability of the provisions of the
    applicable indenture described under defeasance and
    any provisions in modification of, in addition to or in lieu of
    any of these provisions;                                                                                                                                                          
|
| |  | material Canadian and United States federal
    income tax considerations that are specific to the series of
    debt securities offered;                                                                                                                                                                                                                      
|
| |  | any provisions granting special rights to the
    holders of the debt securities upon the occurrence of specified
    events;                                                                                                                                                                                                                                  
|
| |  | whether the applicable indenture contains any
    changes or additions to the events of default or covenants
    described in this prospectus; and                                                                                                                                                                                                             
|
| |  | any other terms specific to the series of debt
    securities offered.                                                                                                                                                                                                                                                                                         

Unless we indicate differently in the applicable
prospectus supplement, the indentures pursuant to which the debt
securities are issued will not contain any provisions that give
you protection in the event we issue a large amount of debt, or
in the event that we are acquired by another entity.

Redemption

If the debt securities are redeemable, the
applicable prospectus supplement will set forth the terms and
conditions for such redemption, including:



| |   |                                                                                       
| | - | --------------------------------------------------------------------------------------
| |  | the redemption prices (or method of calculating
    the same);                        
|
| |  | the redemption period (or method of determining
    the same);                        
|
| |  | whether such debt securities are redeemable in
    whole or in part at our option; and
|
| |  | any other provisions affecting the redemption of
    such debt securities.            

Conversion and Exchange

If any series of the debt securities offered are
convertible into or exchangeable for shares of our common shares
or other securities, the applicable prospectus supplement will
set forth the terms and conditions for such conversion or
exchange, including:



| |   |                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------
| |  | the conversion price or exchange ratio (or the
    method of calculating the same);                   
|
| |  | the conversion or exchange period (or the method
    of determining the same);                        
|
| |  | whether conversion or exchange will be mandatory,
    or at our option or at the option of the holder;
|
| |  | the events requiring an adjustment of the
    conversion price or the exchange ratio; and             
|
| |  | any other provisions affecting conversion or
    exchange of such debt securities.                    

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##### Table of Contents



Form and Denomination of Debt
Securities



| |                                    
| | -----------------------------------
| | Denomination of Debt
    Securities

Unless we indicate differently in the applicable
prospectus supplement, the debt securities will be denominated
in U.S. dollars, in minimum denominations of $1,000 and
multiples thereof.



| |                
| | ---------------
| | Registered Form

We may issue the debt securities in registered
form, in which case we may issue them either in book-entry form
only or in certificated form. We will issue
registered debt securities in book-entry form only, unless we
specify otherwise in the applicable prospectus supplement. Debt
securities issued in book-entry form will be represented by
global securities.



| |            
| | -----------
| | Bearer Form

We also will have the option of issuing debt
securities in non-registered form, as bearer securities, if we
issue the securities outside the United States to
non-U.S. persons. In that case, the applicable prospectus
supplement will set forth the mechanics for holding the bearer
securities, including the procedures for receiving payments, for
exchanging the bearer securities for registered securities of
the same series and for receiving notices. The applicable
prospectus supplement will also describe the requirements with
respect to our maintenance of offices or agencies outside the
United States and the applicable U.S. federal tax law
requirements.

Holders of Registered Debt
Securities



| |                   
| | ------------------
| | Book-Entry Holders

We will issue registered debt securities in
book-entry form only, unless we specify otherwise in the
applicable prospectus supplement. Debt securities held in
book-entry form will be represented by one or more global
securities registered in the name of a depositary or its
nominee. The depositary or its nominee will hold such global
securities on behalf of financial institutions that participate
in such depositarys book-entry system. These participating
financial institutions, in turn, hold beneficial interests in
the global securities either on their own behalf or on behalf of
their customers.

Under the indenture, only the person in whose
name a debt security is registered is recognized as the holder
of that debt security. Consequently, for debt securities issued
in global form, we will recognize only the depositary or its
nominee as the holder of the debt securities, and we will make
all payments on the debt securities to the depositary or its
nominee. The depositary will then pass along the payments that
it receives to its participants, which in turn will pass the
payments along to their customers who are the beneficial owners
of the debt securities. The depositary and its participants do
so under agreements they have made with one another or with
their customers or by law; they are not obligated to do so under
the terms of the debt securities or the terms of the indenture.

As a result, investors will not own debt
securities directly. Instead, they will own beneficial interests
in a global security, through a bank, broker or other financial
institution that participates in the depositarys
book-entry system, or that holds an interest through a
participant in the depositarys book-entry system. As long
as the debt securities are issued in global form, investors will
be indirect holders, and not holders, of the debt securities.



| |                    
| | -------------------
| | Street Name Holders

In the event that we issue debt securities in
certificated form, or in the event that a global security is
terminated, investors may choose to hold their debt securities
either in their own names or in street name. Debt
securities held in street name are registered in the name of a
bank, broker or other financial institution chosen by the
investor, and the investor would hold a beneficial interest in
those debt securities through the account that he or she
maintains at such bank, broker or other financial institution.

For debt securities held in street name, we will
recognize only the intermediary banks, brokers and other
financial institutions in whose names the debt securities are
registered as the holders of those debt securities, and

18



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##### Table of Contents



we will make all payments on those debt
securities to them. These institutions will pass along the
payments that they receive from us to their customers who are
the beneficial owners pursuant to agreements that they have
entered into with such customers or by law; they are not
obligated to do so under the terms of the debt securities or the
terms of the indenture. Investors who hold debt securities in
street name will be indirect holders, and not holders, of the
debt securities.




| |              
| | -------------
| | Legal Holders

Our obligations, as well as the obligations of
the trustee and those of any third parties employed by the
trustee or us, run only to the legal holders of the debt
securities. We do not have obligations to investors who hold
beneficial interests in global securities, in street name or by
any other indirect means and who are, therefore, not the legal
holders of the debt securities. This will be the case whether an
investor chooses to be an indirect holder of a debt security, or
has no choice in the matter because we are issuing the debt
securities only in global form.

For example, once we make a payment or give a
notice to the legal holder of the debt securities, we have no
further responsibility with respect to such payment or notice
even if that legal holder is required, under agreements with
depositary participants or customers or by law, to pass it along
to the indirect holders but does not do so. Similarly, if we
want to obtain the approval of the holders for any purpose (for
example, to amend the indenture or to relieve us of the
consequences of a default or of our obligation to comply with a
particular provision of the indenture), we would seek the
approval only from the legal holders, and not the indirect
holders, of the debt securities. Whether and how the legal
holders contact the indirect holders is up to the legal holders.

Notwithstanding the above, when we refer to
you or your in this prospectus, we are
referring to investors who invest in the debt securities being
offered by this prospectus, whether they are the legal holders
or only indirect holders of the debt securities offered. When we
refer to your debt securities in this prospectus, we
mean the series of debt securities in which you hold a direct or
indirect interest.



| |                                                
| | -----------------------------------------------
| | Special Considerations for Indirect
    Holders

If you hold debt securities through a bank,
broker or other financial institution, either in book-entry form
or in street name, we urge you to check with that institution to
find out:



| |   |                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | how it handles securities payments and notices;                                                                                                                                                                       
|
| |  | whether it imposes fees or charges;                                                                                                                                                                                   
|
| |  | how it would handle a request for its consent, as
    a legal holder of the debt securities, if ever required;                                                                                                        
|
| |  | if permitted for a particular series of debt
    securities, whether and how you can instruct it to send you debt
    securities registered in your own name so you can be a legal
    holder of such debt securities;
|
| |  | how it would exercise rights under the debt
    securities if there were a default or other event triggering the
    need for holders to act to protect their interests; and                                          
|
| |  | if the debt securities are in book-entry form,
    how the depositarys rules and procedures will affect these
    matters.                                                                                           

Global Securities

A global security represents one or any other
number of individual debt securities. Generally, all debt
securities represented by the same global securities will have
the same terms. Each debt security issued in book-entry form
will be represented by a global security that we deposit with
and register in the name of a financial institution or its
nominee that we select. The financial institution that we select
for this purpose is called the depositary. Unless we specify
otherwise in the applicable prospectus supplement, The
Depository Trust Company, New York, New York, known as DTC, will
be the depositary for all debt securities that we issue in
book-entry form.

A global security may not be transferred to or
registered in the name of anyone other than the depositary or
its nominee, unless special termination situations arise. We
describe those situations below under  Special

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Situations When a Global Security Will Be
Terminated. As a result of these arrangements, the
depositary, or its nominee, will be the sole legal holder of all
debt securities represented by a global security, and investors
will be permitted to own only beneficial interests in a global
security. Beneficial interests must be held by means of an
account with a broker, bank or other financial institution that
in turn has an account either with the depositary or with
another institution that has an account with the depositary.
Thus, an investor whose security is represented by a global
security will not be a legal holder of the debt security, but an
indirect holder of a beneficial interest in the global security.




| |                                                 
| | ------------------------------------------------
| | Special Considerations for Global
    Securities

As an indirect holder, an investors rights
relating to a global security will be governed by the account
rules of the investors financial institution and of the
depositary, as well as general laws relating to securities
transfers. The depositary that holds the global security will be
considered the legal holder of the debt securities represented
by such global security.

If debt securities are issued only in the form of
a global security, an investor should be aware of the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An investor cannot cause the debt securities to
    be registered in his or her name, and cannot obtain non-global
    certificates for his or her interest in the debt securities,
    except in the special situations we describe below under
     Special Situations When a Global Security Will
    Be Terminated.                                                                                                                                                           
|
| |  | An investor will be an indirect holder and must
    look to his or her own bank or broker for payments on the debt
    securities and protection of his or her legal rights relating to
    the debt securities, as we describe under
     Holders of Registered Debt Securities
    above.                                                                                                                                                                                       
|
| |  | An investor may not be able to sell his or her
    interest in the debt securities to some insurance companies and
    other institutions that are required by law to own their
    securities in non-book-entry form.                                                                                                                                                                                                                                                               
|
| |  | An investor may not be able to pledge his or her
    interest in the debt securities in circumstances where
    certificates representing the debt securities must be delivered
    to the lender or other beneficiary of the pledge in order for
    the pledge to be effective.                                                                                                                                                                                                    
|
| |  | The depositarys policies, which may change
    from time to time, will govern payments, transfers, exchanges
    and other matters relating to an investors interest in the
    debt securities. Neither the trustee nor we have any
    responsibility for any aspect of the depositarys actions
    or for the depositarys records of ownership interests in a
    global security. Additionally, neither the trustee nor we
    supervise the depositary in any way.          
|
| |  | DTC requires that those who purchase and sell
    interests in a global security that is deposited in its
    book-entry system use immediately available funds. Your broker
    or bank may also require you to use immediately available funds
    when purchasing or selling interests in a global security.                                                                                                                                                                      
|
| |  | Financial institutions that participate in the
    depositarys book-entry system, and through which an
    investor holds its interest in a global security, may also have
    their own policies affecting payments, notices and other matters
    relating to the debt security. There may be more than one
    financial intermediary in the chain of ownership for an
    investor. We do not monitor and are not responsible for the
    actions of any of such intermediaries.



| |                                                                 
| | ----------------------------------------------------------------
| | Special Situations When a Global Security
    Will Be Terminated

In a few special situations described below, a
global security will be terminated and interests in the global
security will be exchanged for certificates in non-global form,
referred to as certificated debt securities. After
such an exchange, it will be up to the investor as to whether to
hold the certificated debt securities directly or in street
name. We have described the rights of direct holders and street
name holders under  Holders of Registered Debt
Securities above. Investors must consult their own banks
or brokers to find out how to have their interests in a global
security exchanged on termination of a global security for
certificated debt securities to be held directly in their own
names.

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The special situations for termination of a
global security are as follows:



| |   |                                                                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | if the depositary notifies us that it is
    unwilling, unable or no longer qualified to continue as
    depositary for that global security, and we do not appoint
    another institution to act as depositary within 60 days of
    such notification;
|
| |  | if we notify the trustee that we wish to
    terminate that global security; or                                                                                                                                                                          
|
| |  | if an event of default has occurred with regard
    to the debt securities represented by that global security and
    such event of default has not been cured or waived.                                                                               

The applicable prospectus supplement may list
situations for terminating a global security that would apply
only to the particular series of debt securities covered by such
prospectus supplement. If a global security were terminated,
only the depositary, and not we or the trustee, would be
responsible for deciding the names of the institutions in whose
names the debt securities represented by the global security
would be registered and, therefore, who would be the legal
holders of those debt securities.

Form, Exchange and Transfer of Registered
Securities

If we cease to issue registered debt securities
in global form, we will issue them:



| |   |                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | only in fully registered certificated form; and                                                                                                   
|
| |  | unless we indicate otherwise in the applicable
    prospectus supplement, in denominations of $1,000 and amounts
    that are multiples of $1,000.

Holders may exchange their certificated
securities for debt securities of smaller denominations or
combined into fewer debt securities of larger denominations, as
long as the total principal amount is not changed.

Holders may exchange or transfer their
certificated securities at the trustees office. We have
appointed the trustee to act as our agent for registering debt
securities in the names of holders transferring debt securities.
We may appoint another entity to perform these functions or
perform them ourselves.

Holders will not be required to pay a service
charge to transfer or exchange their certificated securities,
but they may be required to pay any tax or other governmental
charge associated with the transfer or exchange. The transfer or
exchange will be made only if our transfer agent is satisfied
with the holders proof of legal ownership.

If we have designated additional transfer agents
for your debt security, they will be named in your prospectus
supplement. We may appoint additional transfer agents or cancel
the appointment of any particular transfer agent. We may also
approve a change in the location of the office through which any
transfer agent acts.

If any certificated securities of a particular
series are redeemable and we redeem less than all the debt
securities of that series, we may block the transfer or exchange
of those debt securities during the period beginning
15 days before the day we mail the notice of redemption and
ending on the day of that mailing, in order to freeze the list
of holders to prepare the mailing. We may also refuse to
register transfers or exchanges of any certificated securities
selected for redemption, except that we will continue to permit
transfers and exchanges of the unredeemed portion of any debt
security that will be partially redeemed.

If a registered debt security is issued in global
form, only the depositary will be entitled to transfer and
exchange the debt security as described in this subsection
because it will be the sole holder of the debt security.

Payment and Paying Agents

On each due date for interest payments on the
debt securities, we will pay interest to each person shown on
the trustees records as owner of the debt securities at
the close of business on a designated day that is in advance of
the due date for interest. We will pay interest to each such
person even if such person no longer owns the debt security on
the interest due date. The designated day on which we will
determine the owner of the debt security, as shown on the
trustees records, is also known as the record
date. The record date will usually be about two weeks in
advance of the interest due date.

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Because we will pay interest on the debt
securities to the holders of the debt securities based on
ownership as of the applicable record date with respect to any
given interest period, and not to the holders of the debt
securities on the interest due date (that is, the day that the
interest is to be paid), it is up to the holders who are buying
and selling the debt securities to work out between themselves
the appropriate purchase price for the debt securities. It is
common for purchase prices of debt securities to be adjusted so
as to prorate the interest on the debt securities fairly between
the buyer and the seller based on their respective ownership
periods within the applicable interest period.



| |                              
| | -----------------------------
| | Payments on Global Securities

We will make payments on a global security
directly to the depositary, or its nominee, and not to any
indirect holders who own beneficial interests in the global
security. An indirect holders right to those payments will
be governed by the rules and practices of the depositary and its
participants, as described under  Global
Securities above.



| |                                        
| | ---------------------------------------
| | Payments on Certificated
    Securities

We will make interest payments on debt securities
held in certificated form by mailing a check on each due date
for interest payments to the holder of the certificated
securities, as shown on the trustees records, as of the
close of business on the record date. We will make all payments
of principal and premium, if any, on the certificated securities
by check at the office of the trustee in New York City, New
York, and/or at other offices that may be specified in the
applicable prospectus supplement or in a notice to holders,
against surrender of the certificated security. All payments by
check will be made in next-day funds (that is, funds that become
available on the day after the check is cashed).

Alternatively, if a certificated security has a
face amount of at least $10,000,000, and the holder of such
certificated security so requests, we will pay any amount that
becomes due on such certificated security by wire transfer of
immediately available funds to an account specified by the
holder at a bank in New York City, New York, on the applicable
due date for payment. To request payment by wire transfer, the
holder must give appropriate transfer instructions to the
trustee or other paying agent at least 15 business days before
the requested wire payment is due. In the case of any interest
payments, the instructions must be given by the person who is
shown on the trustees records as the holder of the
certificated security on the applicable record date. Wire
instructions, once properly given, will remain in effect unless
and until new instructions are given in the manner described
above.



| |                                    
| | -----------------------------------
| | Payment When Offices Are
    Closed

If payment on a debt security is due on a day
that is not a business day, we will make such payment on the
next succeeding business day. The indenture will provide that
such payments will be treated as if they were made on the
original due date for payment. A postponement of this kind will
not result in a default under any debt security or indenture,
and no interest will accrue on the amount of any payment that is
postponed in this manner.

Book-entry and other indirect holders should
consult their banks or brokers for information on how they will
receive payments on their debt securities.

Events of Default

You will have special rights if an Event of
Default occurs with respect to your debt securities and such
Event of Default is not cured, as described later in this
subsection.

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| |                             
| | ----------------------------
| | What Is an Event of Default?

Unless otherwise specified in the applicable
prospectus supplement, the term Event of Default
with respect to the debt securities offered means any of the
following:



| |   |                                                                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | We do not pay the principal of, or any premium
    on, the debt security on its due date.                                                                                                                                                                                                                                    
|
| |  | We do not pay interest on the debt security
    within 60 days of its due date.                                                                                                                                                                                                                                              
|
| |  | We do not deposit any sinking fund payment, if
    applicable, with respect to the debt securities on its due date.                                                                                                                                                                                                          
|
| |  | We remain in breach of a covenant with respect to
    the debt securities for 90 days after we receive a written
    notice of default stating that we are in breach. The notice must
    be sent by either the trustee or holders of at least 25% of the
    principal amount of the debt securities of the affected series.
|
| |  | We file for bankruptcy or certain other events of
    bankruptcy, insolvency or reorganization occur.                                                                                                                                                                                                                        
|
| |  | Any other Event of Default that may be described
    in the applicable prospectus supplement, and set forth in the
    applicable indenture, occurs.                                                                                                                                                                         

An Event of Default for a particular series of
debt securities does not necessarily constitute an Event of
Default for any other series of debt securities issued under the
same or any other indenture.



| |                                           
| | ------------------------------------------
| | Remedies if an Event of Default
    Occurs

If an Event of Default has occurred and has not
been cured within the applicable time period, the trustee or the
holders of 25% in principal amount of the debt securities of the
affected series may declare the entire principal amount of all
the debt securities of that series to be immediately due and
payable. This is called a declaration of acceleration of
maturity. A declaration of acceleration of maturity may be
rescinded by the holders of at least a majority in principal
amount of the debt securities of the affected series.

The trustee may withhold notice to the holders of
debt securities of any default, except in the payment of
principal or interest, if it considers the withholding of notice
to be in the best interests of the holders. Additionally,
subject to the provisions of the applicable indenture relating
to the duties of the trustee, the trustee is not required to
take any action under the applicable indenture at the request of
any of the holders of the debt securities unless such holders
offer the trustee reasonable protection from expenses and
liability (called an indemnity). If reasonable
indemnity is provided, the holders of a majority in principal
amount of the outstanding debt securities of the relevant series
may direct the time, method and place of conduct of any lawsuit
or other formal legal action seeking any remedy available to the
trustee. The trustee may refuse to follow those directions in
certain circumstances. No delay or omission in exercising any
right or remedy will be treated as a waiver of that right,
remedy or Event of Default.

Before you are allowed to bypass your trustee and
bring your own lawsuit or other formal legal action or take
other steps to enforce your rights or protect your interests
relating to your debt securities, the following must occur:



| |   |                                                                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | You must give your trustee written notice that an
    Event of Default has occurred and remains uncured.                                                                                                                                                                                                                               
|
| |  | The holders of 25% in principal amount of all
    outstanding debt securities of the relevant series must make a
    written request that the trustee take action because of the
    default that has occurred and must offer reasonable indemnity to
    the trustee against the cost and other liabilities of taking
    that action.
|
| |  | The trustee must not have taken any action for
    60 days after receipt of the above notice, request and
    offer of indemnity.                                                                                                                                                                                                      
|
| |  | The holders of a majority in principal amount of
    the debt securities of the relevant series must not have given
    the trustee a direction inconsistent with the above notice or
    request.                                                                                                                                     

Notwithstanding the above, you are entitled at
any time to bring a lawsuit for the payment of money due on your
debt securities on or after the due date for payment.

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Holders of a majority in principal amount of the
debt securities of the affected series may waive any past
defaults other than:



| |   |                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the payment of principal, or any premium or
    interest, on the affected series of debt securities; or                                                    
|
| |  | a default in respect of a covenant that cannot be
    modified or amended without the consent of each holder of the
    affected series of debt securities.

Book-entry and other indirect holders should
consult their banks or brokers for information on how to give
notice or direction to or make a request of the trustee, and how
to declare or rescind an acceleration of maturity on their debt
securities.

With respect to each series of debt securities,
we will furnish to each trustee, each year, a written statement
of certain of our officers certifying that, to their knowledge,
we are in compliance with the provisions of the indenture
applicable to such series of debt securities, or specifying an
Event of Default.

Merger or Consolidation

Unless otherwise specified in the applicable
prospectus supplement, the terms of the indentures will
generally permit us to consolidate or merge with another entity.
We will also be permitted to sell all or substantially all of
our assets to another entity. However, we may not take any of
these actions unless, among other things, the following
conditions are met:



| |   |                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | in the event that we merge out of existence or
    sell all or substantially all of our assets, the resulting
    entity must agree to be legally responsible for the debt
    securities;                                                                 
|
| |  | the merger or sale of all or substantially all of
    our assets must not cause a default on the debt securities, and
    we must not already be in default (unless the merger or sale
    would cure the default) with respect to the debt securities; and
|
| |  | we must satisfy any other requirements specified
    in the applicable prospectus supplement relating to a particular
    series of debt securities.                                                                                                       

Modification or Waiver

There are three types of changes we can make to
any indenture and the debt securities issued thereunder.



| |                                    
| | -----------------------------------
| | Changes Requiring Your
    Approval

First, there are changes that we cannot make to
the terms or provisions of your debt securities without your
specific approval. Subject to the provisions of the applicable
indenture, without your specific approval, we may not:



| |   |                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | change the stated maturity of the principal of,
    or interest on, your debt securities;                                                                                                                                             
|
| |  | change any obligation to pay any additional
    amounts on your debt securities;                                                                                                                                                      
|
| |  | reduce the principal amount of, or premium, if
    any, or interest on, or any other amounts due on your debt
    securities;                                                                                                         
|
| |  | reduce the amount of principal payable upon
    acceleration of maturity of your debt securities;                                                                                                                                     
|
| |  | make any change that adversely affects your right
    to receive payment on, to convert, to exchange or to require us
    to purchase, as applicable, your debt security in accordance
    with the terms of the applicable indenture;
|
| |  | change the place or currency of payment on your
    debt securities;                                                                                                                                                                  
|
| |  | impair your right to sue for payment on your debt
    securities;                                                                                                                                                                     
|
| |  | if your debt securities are subordinated debt
    securities, modify the subordination provisions in the
    applicable indenture in a manner that is adverse to you;                                                                 

24



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| |   |                                                                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | reduce the percentage of holders of outstanding
    debt securities of your series whose consent is needed to modify
    or amend the applicable indenture;                                                                                               
|
| |  | reduce the percentage of holders of outstanding
    debt securities of your series whose consent is needed to waive
    compliance with certain provisions of the applicable indenture
    or to waive certain defaults of the applicable indenture; or   
|
| |  | modify any other aspect of the provisions of the
    applicable indenture dealing with modification and waiver of
    past defaults, changes to the quorum or voting requirements or
    the waiver of certain covenants relating to your debt securities.



| |                                        
| | ---------------------------------------
| | Changes Not Requiring Your
    Approval

There are certain changes that we may make to
your debt securities without your specific approval and without
any vote of the holders of the debt securities of the same
series. Such changes are limited to clarifications and certain
other changes that would not adversely affect the holders of the
outstanding debt securities of such series in any material
respect.



| |                                        
| | ---------------------------------------
| | Changes Requiring Majority
    Approval

Subject to the provisions of the applicable
indenture, any other change to, or waiver of, any provision of
an indenture and the debt securities issued pursuant thereto
would require the following approval:



| |   |                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If the change affects only one series of debt
    securities, it must be approved by the holders of a majority in
    principal amount of the outstanding debt securities of that
    series.                                                                                                                                           
|
| |  | If the change affects more than one series of
    debt securities issued under the same indenture, it must be
    approved by the holders of a majority in principal amount of the
    outstanding debt securities of all series affected by the
    change, with all affected series voting together as one class
    for this purpose.
|
| |  | Waiver of our compliance with certain provisions
    of an indenture must be approved by the holders of a majority in
    principal amount of the outstanding debt securities of all
    series issued under such indenture, voting together as one class
    for this purpose, in accordance with the terms of such indenture.         

In each case, the required approval must be given
in writing.



| |                                      
| | -------------------------------------
| | Further Details Concerning
    Voting

When taking a vote, we will decide the principal
amount attributable to the debt securities in the following
manner:



| |   |                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | For original issue discount debt securities, we
    will use the principal amount that would be due and payable on
    the voting date if the maturity of such debt securities were
    accelerated to that date because of a default.
|
| |  | For debt securities for which principal amount is
    not known (for example, because it is based on an index), we
    will use the formula described in the prospectus supplement
    relating to such debt securities.              
|
| |  | For debt securities denominated in one or more
    foreign currencies, we will use the U.S. dollar equivalent.                                                                                                                        

Debt securities will not be considered
outstanding, and therefore will not be eligible to vote, if we
have deposited or set aside in trust money for their payment in
full or their redemption. Debt securities will also not be
eligible to vote if we can legally release ourselves from all
payment and other obligations with respect to such debt
securities, as described below under 
Defeasance  Full Defeasance.

We will generally be entitled to set any day as a
record date for the purpose of determining the holders of
outstanding debt securities that are entitled to vote or take
other action under the indenture. If we set a record date for a
vote or other action to be taken by holders of one or more
series of debt securities, such vote or action may be taken only
by persons shown on the trustees records as holders of the
debt securities of the relevant series on such record date.

25



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Book-entry and other indirect holders should
consult their banks or brokers for information on how their
approval or waiver may be granted or denied if we seek their
approval to change or waive the provisions of an applicable
indenture or of their debt securities.

Defeasance

If specified in the applicable prospectus
supplement and subject to the provisions of the applicable
indenture, we may elect either:



| |   |                                                                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to be released from some of the covenants in the
    indenture under which your debt securities were issued (referred
    to as covenant defeasance); or                                                                                                                                                                                                                     
|
| |  | to be discharged from all of our obligations with
    respect to your debt securities, except for obligations to
    register the transfer or exchange of your debt securities, to
    replace mutilated, destroyed, lost or stolen debt securities, to
    maintain paying offices or agencies and to hold moneys for
    payment in trust (referred to as full defeasance).



| |                    
| | -------------------
| | Covenant Defeasance

In the event of covenant defeasance, you would
lose the protection of some of our covenants in the indenture,
but would gain the protection of having money and government
securities set aside in trust to repay your debt securities.

Subject to the provisions of the applicable
indenture, to accomplish covenant defeasance with respect to the
debt securities offered:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | We must deposit in trust for the benefit of all
    holders of the debt securities of the same series as your debt
    securities a combination of money and U.S. government or
    U.S. government agency notes or bonds that would generate
    enough cash to make interest, principal and any other payments
    on such series of debt securities on the various dates when such
    payments would be due.                                                                             
|
| |  | No Event of Default or event which with notice or
    lapse of time would become an Event of Default, including by
    reason of the above deposit of money, notes or bonds, with
    respect to your debt securities shall have occurred and be
    continuing on the date of such deposit.                                                                                                                                                                                                 
|
| |  | We must deliver to the trustee of your debt
    securities a legal opinion of our counsel to the effect that,
    for U.S. federal income tax purposes, you will not
    recognize income, gain or loss as a result of such covenant
    defeasance and that such covenant defeasance will not cause you
    to be taxed on your debt securities any differently than if such
    covenant defeasance had not occurred and we had just repaid your
    debt securities ourselves at maturity.
|
| |  | We must deliver to the trustee of such debt
    securities a legal opinion of our counsel to the effect that the
    deposit of funds or bonds would not require registration under
    the Investment Company Act of 1940, as amended, or that all
    necessary registration under the Investment Company Act of 1940,
    as amended, had been effected.                                                                                                                                  
|
| |  | We must comply with any additional terms of,
    conditions to or limitations to covenant defeasance, as set
    forth in the applicable indenture.                                                                                                                                                                                                                                                                                                                                          
|
| |  | We must deliver to the trustee of your debt
    securities an officers certificate and a legal opinion of
    our counsel stating that all conditions precedent to covenant
    defeasance, as set forth in the applicable indenture, had been
    complied with.                                                                                                                                                                                                                           

If we were to accomplish covenant defeasance, you
could still look to us for repayment of the debt securities if
there were a shortfall in the trust deposit or the trustee were
prevented from making payment. In fact, if an Event of Default
that remained after we accomplish covenant defeasance occurred
(such as our bankruptcy) and your debt securities became
immediately due and payable, there might be a shortfall in our
trust deposit. Depending on the event causing the default, you
might not be able to obtain payment of the shortfall.

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| |                
| | ---------------
| | Full Defeasance

If we were to accomplish full defeasance, you
would have to rely solely on the funds or notes or bonds that we
deposit in trust for repayment of your debt securities. You
could not look to us for repayment in the unlikely event of any
shortfall in our trust deposit. Conversely, the trust deposit
would most likely be protected from claims of our lenders and
other creditors if we were to become bankrupt or insolvent.

Subject to the provisions of the applicable
indenture, in order to accomplish full defeasance with respect
to the debt securities offered:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | We must deposit in trust for the benefit of all
    holders of the debt securities of the same series as your debt
    securities a combination of money and U.S. government or
    U.S. government agency notes or bonds that would generate
    enough cash to make interest, principal and any other payments
    on such series of debt securities on the various dates when such
    payments would be due.                                                                                                                                                                                                                                                                                       
|
| |  | No Event of Default or event which with notice or
    lapse of time would become an Event of Default, including by
    reason of the above deposit of money, notes or bonds, with
    respect to your debt securities shall have occurred and be
    continuing on the date of such deposit.                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | We must deliver to the trustee of such debt
    securities a legal opinion of our counsel stating either that we
    have received, or there has been published, a ruling by the
    Internal Revenue Service or that there had been a change in the
    applicable U.S. federal income tax law, in either case to
    the effect that, for U.S. federal income tax purposes, you
    will not recognize income, gain or loss as a result of such full
    defeasance and that such full defeasance will not cause you to
    be taxed on your debt securities any differently than if such
    full defeasance had not occurred and we had just repaid your
    debt securities ourselves at maturity.
|
| |  | We must deliver to the trustee a legal opinion of
    our counsel to the effect that the deposit of funds or bonds
    would not require registration under the Investment Company Act
    of 1940, as amended, or that all necessary registration under
    the Investment Company Act of 1940, as amended, had been
    effected.                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | We must comply with any additional terms of,
    conditions to or limitations to full defeasance, as set forth in
    the applicable indenture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | We must deliver to the trustee of your debt
    securities an officers certificate and a legal opinion of
    our counsel stating that all conditions precedent to full
    defeasance, as set forth in the applicable indenture, had been
    complied with.                                                                                                                                                                                                                                                                                                                                                                                                                                         

Senior Indenture Provisions

The senior debt securities will be issued under a
senior indenture. The form of senior indenture is an exhibit to
the registration statement, of which this prospectus forms a
part. The particular terms of a series of senior debt securities
will be set forth in the senior indenture, as supplemented by an
applicable supplemental indenture, and described in the
applicable prospectus supplement. The applicable prospectus
supplement and senior indenture, as supplemented, will specify
any prohibitions on the amount of indebtedness, guarantees or
other liabilities that we may incur and any prohibitions on our
ability to create or assume liens on our property. Unless
otherwise provided in a prospectus supplement, the senior
indenture, as supplemented, will not require us to maintain any
financial ratios or specified levels of our net worth, revenues,
income, cash flow or liquidity. We urge you to read the senior
indenture as supplemented by the supplemental indenture that is
applicable to you because that senior indenture, as
supplemented, and not this section, defines your rights as a
holder of the senior debt securities.

Subordinated Indenture Provisions

The subordinated debt securities will be issued
under a subordinated indenture. The form of subordinated
indenture is an exhibit to the registration statement, of which
this prospectus forms a part. The particular terms of a series
of subordinated debt securities will be set forth in the
subordinated indenture, as supplemented by an applicable
supplemental indenture, and described in the applicable
prospectus supplement. The applicable prospectus supplement and
subordinated indenture, as supplemented, will specify any
prohibitions on the amount of indebtedness, guarantees or other
liabilities that we may incur and any prohibitions on our
ability to create or

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assume liens on our property. Unless otherwise
provided in a prospectus supplement, the subordinated indenture,
as supplemented, will not require us to maintain any financial
ratios or specified levels of our net worth, revenues, income,
cash flow or liquidity. We urge you to read the subordinated
indenture as supplemented by the supplemental indenture that is
applicable to you because that subordinated indenture, as
supplemented, and not this section, defines your rights as a
holder of the subordinated debt securities.


Subordination

Upon any distribution of our assets upon our
dissolution, winding up, liquidation or reorganization, the
payment of the principal of, premium, if any, and interest, if
any, on the subordinated debt securities will be subordinated,
to the extent provided in the subordinated indenture, as
supplemented, in right of payment to the prior payment in full
of all of our senior indebtedness. Our obligation to make
payment of the principal of, premium, if any, and interest, if
any, on the subordinated debt securities will not otherwise be
affected. In addition, no payment on account of principal and
premium, if any, sinking fund or interest, if any, may be made
on the subordinated debt securities at any time unless full
payment of all amounts due in respect of the principal and
premium, if any, sinking fund and interest, if any, on our
senior indebtedness has been made or duly provided for in money
or moneys worth.

Notwithstanding the foregoing, unless all of our
senior indebtedness has been paid in full, in the event that any
payment or distribution made by us is received by the trustee or
the holders of any of the subordinated debt securities, such
payment or distribution must be paid over to the holders of our
senior indebtedness or a person acting on their behalf, to be
applied toward the payment of all our senior indebtedness
remaining unpaid until all the senior indebtedness has been paid
in full. Subject to the payment in full of all our senior
indebtedness, the rights of the holders of the subordinated debt
securities will be subrogated to the rights of the holders of
our senior indebtedness.

By reason of this subordination, in the event of
a distribution of our assets upon our insolvency, certain of our
general creditors may recover more, ratably, than holders of the
subordinated debt securities. The subordinated indenture
provides that these subordination provisions will not apply to
money and securities held in trust under the defeasance
provisions of the subordinated indenture.

When we refer to senior indebtedness
in this prospectus, we are referring to the principal of (and
premium, if any) and unpaid interest on:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our indebtedness (including indebtedness of
    others guaranteed by us), other than subordinated debt
    securities issued under a subordinated indenture, whenever
    created, incurred, assumed or guaranteed, or money borrowed,
    unless the instrument creating or evidencing such indebtedness
    or under which such indebtedness is outstanding provides that
    such indebtedness is not senior or prior in right of payment to
    the subordinated debt securities; and
|
| |  | renewals, extensions, modifications and
    refundings of any of such indebtedness.                                                                                                                                                                                                                                                                                                                                                                                                      

If this prospectus is being delivered in
connection with the offering of a series of subordinated debt
securities, the accompanying prospectus supplement or the
information incorporated by reference will set forth the
approximate amount of our senior indebtedness outstanding as of
a recent date.

Information Concerning the Trustee

The Bank of New York is the trustee under the
indentures. We may maintain deposit accounts and conduct banking
and other financing transactions with the trustee in the normal
course of business.

Governing Law

The indentures and the debt securities will be
governed by, and construed in accordance with, the law of the
State of New York.

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DESCRIPTION OF PREFERENCE SHARES

The following briefly summarizes the provisions
of our articles of incorporation that would be important to
holders of our preference shares. The following description may
not be complete and is subject to, and qualified in its entirety
by reference to, the terms and provisions of our articles of
incorporation, which are an exhibit to the registration
statement that contains this prospectus.

The description of most of the financial and
other specific terms of your series of preference shares will be
in the prospectus supplement accompanying this prospectus. Those
terms may vary from the terms described here.

As you read this section, please remember that
the specific terms of your series of preference shares as
described in your prospectus supplement will supplement and, if
applicable, may modify or replace the general terms described in
this section. If there are differences between your prospectus
supplement and this prospectus, your prospectus supplement will
control. Thus, the statements we make in this section may not
apply to your series of preference shares.

Reference to a series of preference shares means
all of the preference shares issued as part of the same series
and having the attributes set out in articles of amendment.
Reference to your prospectus supplement means the prospectus
supplement describing the specific terms of the preference
shares you purchase. The terms in your prospectus supplement
will have the meanings described in this prospectus, unless
otherwise specified.

Our Authorized Preference Shares

Under our articles of incorporation, our board of
directors is authorized, subject to Ontario law, without
shareholder approval, from time to time to issue an unlimited
number of preference shares in one or more series. Our board of
directors can fix the rights, privileges, restrictions and
conditions of the shares of each series. Preference shares are
entitled to priority over our common shares as to dividends and
distributions of assets upon our liquidation, dissolution or
winding-up. Preference shares may be convertible into shares of
any other series or class of shares, including common shares, if
our board of directors so determines. Our board of directors
will fix the terms of the series of preference shares it
designates by resolution and will file articles of amendment as
required under Ontario law before we issue any shares of the
series of preference shares.

The prospectus supplement relating to the
particular series of preference shares will contain a
description of the specific terms of that series as fixed by our
board of directors, including, as applicable;



| |   |                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the offering price at which we will issue the
    preference shares;                                                                                                                                                                                                                     
|
| |  | the title and designation of number of shares of
    the series of preference shares;                                                                                                                                                                                                    
|
| |  | the dividend rate or method of calculation, the
    payment dates for dividends and the place or places where the
    dividends will be paid, whether dividends will be cumulative or
    noncumulative, and, if cumulative, the dates from which
    dividends will begin to accumulate;
|
| |  | any conversion or exchange rights;                                                                                                                                                                                                                                                       
|
| |  | whether the preference shares will be subject to
    redemption and the redemption price and other terms and
    conditions relative to the redemption rights;                                                                                                                           
|
| |  | any liquidation rights;                                                                                                                                                                                                                                                                  
|
| |  | any sinking fund provisions;                                                                                                                                                                                                                                                             
|
| |  | any voting rights; and                                                                                                                                                                                                                                                                   
|
| |  | any other rights, preferences, privileges,
    limitations and restrictions that are not inconsistent with the
    terms of our articles of incorporation.                                                                                                                               

The preference shares of each series shall rank
on a parity with the preference shares of every other series
with respect to dividends and return of capital in the event of
the liquidation, dissolution or winding-up, and will be entitled
to a preference over our common shares and over any other shares
ranking junior to the preference shares with respect to priority
in payment of dividends and in the distribution of assets in the
event of our

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liquidation, dissolution or winding-up, whether
voluntary or involuntary, or any other distribution of our
assets among shareholders for the purpose of winding-up our
affairs. If any cumulative dividends, whether or not declared,
or declared non-cumulative dividends or amounts payable on a
return of capital in the event of the liquidation, dissolution
or winding-up are not paid in full in respect of any series of
the preference shares, the preference shares of all series will
participate rateably in respect or such dividends in accordance
with the sums that would be payable on such shares if all such
dividends were declared and paid in full, and in respect of such
return of capital in accordance with the sums that would be
payable on such return of capital if all sums so payable were
paid in full; provided, however, that if there are insufficient
assets to satisfy in full all such claims, the claims of the
holders of the preference shares with respect to return of
capital will be paid and satisfied first and any assets
remaining thereafter will be applied towards the payment and
satisfaction of claims in respect of dividends. The preference
shares of any series may also be given such other preferences
not inconsistent with the rights, privileges, restrictions and
conditions attached to the preference shares as a class over our
common shares and over any other shares ranking junior to the
preference shares as may be determined in the case of such
series of preference shares.


Voting Rights

Except as required by our articles of
incorporation or applicable law or unless designated with
respect to any series of preference shares that such series is
entitled to vote, the holders of the preference shares as a
class will not be entitled as such to receive notice of, to
attend or to vote at any meeting of our shareholders; provided,
however, that the holders of preference shares will be entitled
to notice of meetings of shareholders called for the purpose of
authorizing the dissolution of the Company or the sale, lease or
exchange of all or substantially all of our property other than
in the ordinary course of the business.

Amendment with Approval of Holders of the
Preference Shares

The rights, privileges, restrictions and
conditions attached to the preference shares as a class may be
added to, changed or removed but only with the approval of the
holders of the preference shares. The approval of the holders of
the preference shares to add to, change or remove any right,
privilege, restriction or condition attaching to the preference
shares as a class or in respect of any other matter requiring
the consent of the holders of the preference shares may be given
in such manner as may then be required by Ontario law, subject
to a minimum requirement that such approval be given by
resolution signed by all the holders of the preference shares or
passed by the affirmative vote of at least 2/3 of the votes cast
at a meeting of the holders of the preference shares duly called
for that purpose.

The formalities to be observed with respect to
the giving of notice of any such meeting or any adjourned
meeting, the quorum required therefore and the conduct thereof
will be those from time to time prescribed by our by-laws with
respect to meetings of shareholders, or if not so prescribed, as
required by Ontario law as in force at the time of the meeting.
On every poll taken at every meeting of the holders of the
preference shares as a class, or at any joint meeting of the
holders of two or more series of preference shares, each holder
of preference shares entitled to vote at such meeting will have
one vote in respect of each preference share held.

Redemption

If so specified in the applicable prospectus
supplement, a series of preference shares may be redeemable at
any time, in whole or in part, at our option or the
holders, or may be subject to mandatory redemption.

Any restriction on the repurchase or redemption
by us of our preference shares while we are in arrears in the
payment of dividends will be described in the applicable
prospectus supplement.

Any partial redemptions of preference shares will
be made in a way that our board of directors decides is
equitable.

Unless we default in the payment of the
redemption price, dividends will cease to accrue after the
redemption date on shares of preference shares called for
redemption and all rights of holders of these shares will
terminate except for the right to receive the redemption price.

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Dividends

Holders of each series of preference shares will
be entitled to receive dividends when, as and if declared by our
board of directors from funds legally available for payment of
dividends. The rates and dates of payment of dividends will be
set forth in the applicable prospectus supplement relating to
each series of preference shares. Dividends will be payable to
holders of record of preference shares as they appear on our
books on the record dates fixed by the board of directors.
Dividends on any series of preference shares may be cumulative
or noncumulative, as set forth in the applicable prospectus
supplement.

Conversion or Exchange Rights

The prospectus supplement relating to any series
of preference shares that is convertible or exchangeable will
state the terms on which shares of that series are convertible
into or exchangeable for common shares, another series of our
preference shares or any other securities registered pursuant to
the registration statement of which this prospectus forms a part.

Transfer Agent and Registrar

The transfer agent, registrar and dividend
disbursement agent for the preference shares will be stated in
the applicable prospectus supplement. The registrar for shares
of preference shares will send notice to shareholders of any
meetings at which holders of the preference shares have the
right to vote on any matter.

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DESCRIPTION OF COMMON SHARES

The holders of our common shares are entitled to
one vote per share at meetings of our shareholders other than
those meetings where only the holders of the preference shares
as a class or the holders of one or more series of the
preference shares are entitled to vote. The holders of common
shares will be entitled to such dividends as may be declared by
the directors out of funds legally available therefore, subject
to the preferential rights of the preference shares. In the
event of our liquidation, dissolution or winding-up, the holders
of our common shares will be entitled to receive all of our
assets remaining after the payment of all of our liabilities,
subject to the preferential right of the preference shares or
any other shares which may rank prior to the common shares.

Transfer Agent and Registrar

The transfer agent and registrar for our common
shares is CIBC Mellon Trust Company. The co-transfer agent and
co-registrar for our common shares is Mellon Investor Services
LLC.

32



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DESCRIPTION OF WARRANTS

The following description of the terms of the
warrants sets forth certain general terms and provisions of the
warrants to which any prospectus supplement may relate. We may
issue warrants for the purchase of debt securities, preference
shares or common shares. Warrants may be issued independently or
together with debt securities, preference shares or common
shares offered by any prospectus supplement and may be attached
to or separate from any such offered securities. Each series of
warrants will be issued under a separate warrant agreement to be
entered into between us and a bank or trust company, as warrant
agent. The warrant agent will act solely as our agent in
connection with the warrants and will not assume any obligation
or relationship of agency or trust for or with any holders or
beneficial owners of warrants. The following summary of certain
provisions of the warrants does not purport to be complete. The
specific terms of the warrants, and the extent to which the
general terms described in this section apply to those warrants,
will be set forth in the applicable prospectus supplement.

Debt Warrants

The prospectus supplement relating to a
particular issue of debt warrants will describe the terms of
such debt warrants, including the following:



| |   |                                                                                                                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the title of such debt warrants;                                                                                                                                                                                                                                       
|
| |  | the offering price for such debt warrants, if any;                                                                                                                                                                                                                     
|
| |  | the aggregate number of such debt warrants;                                                                                                                                                                                                                            
|
| |  | the designation and terms of the debt securities
    purchasable upon exercise of such debt warrants;                                                                                                                                                                  
|
| |  | if applicable, the designation and terms of the
    debt securities with which such debt warrants are issued and the
    number of such debt warrants issued with each such debt security;                                                                             
|
| |  | if applicable, the date from and after which such
    debt warrants and any debt securities issued therewith will be
    separately transferable;                                                                                                                      
|
| |  | the principal amount of debt securities
    purchasable upon exercise of a debt warrant and the price at
    which such principal amount of debt securities may be purchased
    upon exercise (which price may be payable in cash, securities,
    or other property);
|
| |  | the date on which the right to exercise such debt
    warrants shall commence and the date on which such right shall
    expire;                                                                                                                                       
|
| |  | if applicable, the minimum or maximum amount of
    such debt warrants that may be exercised at any one time;                                                                                                                                                          
|
| |  | whether the debt warrants represented by the debt
    warrant certificates or debt securities that may be issued upon
    exercise of the debt warrants will be issued in registered or
    bearer form;                                                               
|
| |  | information with respect to book-entry
    procedures, if any;                                                                                                                                                                                                         
|
| |  | the currency or currency units in which the
    offering price, if any, and the exercise price are payable;                                                                                                                                                            
|
| |  | if applicable, a discussion of material United
    States and Canadian federal income tax considerations;                                                                                                                                                              
|
| |  | the antidilution or adjustment provisions of such
    debt warrants, if any;                                                                                                                                                                                           
|
| |  | the redemption or call provisions, if any,
    applicable to such debt warrants; and                                                                                                                                                                                   
|
| |  | any additional terms of such debt warrants,
    including terms, procedures, and limitations relating to the
    exchange and exercise of such debt warrants.                                                                                                          

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##### Table of Contents



Share Warrants

The prospectus supplement relating to any
particular issue of preference share warrants or common share
warrants will describe the terms of such warrants, including the
following:



| |   |                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the title of such warrants;                                                                                                                                                           
|
| |  | the offering price for such warrants, if any;                                                                                                                                         
|
| |  | the aggregate number of such warrants;                                                                                                                                                
|
| |  | the designation and terms of the common shares or
    series of preference shares purchasable upon exercise of such
    warrants;                                                     
|
| |  | if applicable, the designation and terms of the
    offered securities with which such warrants are issued and the
    number of such warrants issued with each such offered security;
|
| |  | if applicable, the date from and after which such
    warrants and any offered securities issued therewith will be
    separately transferable;                                       
|
| |  | the number of common shares or preference shares
    purchasable upon exercise of a warrant and the price at which
    such shares may be purchased upon exercise;                    
|
| |  | the date on which the right to exercise such
    warrants shall commence and the date on which such right shall
    expire;                                                           
|
| |  | if applicable, the minimum or maximum amount of
    such warrants that may be exercised at any one time;                                                                              
|
| |  | the currency or currency units in which the
    offering price, if any, and the exercise price are payable;                                                                           
|
| |  | if applicable, a discussion of material United
    States and Canadian federal income tax considerations;                                                                             
|
| |  | the antidilution provisions of such warrants, if
    any;                                                                                                                             
|
| |  | the redemption or call provisions, if any,
    applicable to such warrants; and                                                                                                       
|
| |  | any additional terms of such warrants, including
    terms, procedures and limitations relating to the exchange and
    exercise of such warrants.                                    

Exercise of Warrants

A warrant will entitle the holder to purchase for
cash an amount of securities at an exercise price that will be
stated in, or that will be determinable as described in, the
applicable prospectus supplement.

Warrants may be exercised at any time up to the
close of business on the expiration date set forth in the
applicable prospectus supplement. After the close of business on
the expiration date, unexercised warrants will become void.

Warrants may be exercised as set forth in the
applicable prospectus supplement. Upon receipt of payment and
the warrant certificate properly completed and duly executed at
the corporate trust office of the warrant agent or any other
office indicated in the prospectus supplement, we will, as soon
as practicable, forward the securities purchasable upon such
exercise. If less than all of the warrants represented by such
warrant certificate are exercised, a new warrant certificate
will be issued for the remaining warrants.

Governing Law

Unless otherwise stated in the prospectus
supplement, each issue of warrants and the applicable warrant
agreement will be governed by the laws of the State of
New York.

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##### Table of Contents






DESCRIPTION OF SHARE PURCHASE
CONTRACTS

We may issue share purchase contracts,
representing contracts obligating holders to purchase from or
sell to us, and obligating us to purchase from or sell to the
holders, a specified number of our common shares or preference
shares, as applicable, at a future date or dates. The price per
common share or preference share, as applicable, may be fixed at
the time the share purchase contracts are issued or may be
determined by reference to a specific formula contained in the
share purchase contracts. We may issue share purchase contracts
in accordance with applicable laws and in such amounts and in as
many distinct series as we wish.

The applicable prospectus supplement may contain,
where applicable, the following information about the share
purchase contracts issued under it:



| |   |                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | whether the share purchase contracts obligate the
    holder to purchase or sell, or both purchase and sell, our
    common shares or preference shares, as applicable, and the
    nature and amount of each of those securities, or the method of
    determining those amounts;
|
| |  | whether the share purchase contracts are to be
    prepaid or not;                                                                                                                                                                                                                
|
| |  | whether the share purchase contracts are to be
    settled by delivery, or by reference or linkage to the value,
    performance or level of our common shares or preference shares;                                                                                              
|
| |  | any acceleration, cancellation, termination or
    other provisions relating to the settlement of the share
    purchase contracts; and                                                                                                                                           
|
| |  | whether the share purchase contracts will be
    issued in fully registered or global form.                                                                                                                                                                                       

The applicable prospectus supplement will
describe the terms of any share purchase contracts. The
preceding description and any description of share purchase
contracts in the applicable prospectus supplement does not
purport to be complete and is subject to and is qualified in its
entirety by reference to the share purchase contract agreement
and, if applicable, collateral arrangements and depository
arrangements relating to such share purchase contracts.

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##### Table of Contents






DESCRIPTION OF UNITS

We may issue units comprised of one or more of
the other securities described in this prospectus in any
combination. Each unit will be issued so that the holder of the
unit is also the holder of each security included in the unit.
Thus, the holder of a unit will have the rights and obligations
of a holder of each included security. The unit agreement under
which a unit is issued may provide that the securities included
in the unit may not be held or transferred separately, at any
time or at any time before a specified date.

The applicable prospectus supplement may describe:



| |   |                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the designation and terms of the units and of the
    securities comprising the units, including whether and under
    what circumstances those securities may be held or transferred
    separately;
|
| |  | any provisions for the issuance, payment,
    settlement, transfer or exchange of the units or of the
    securities comprising the units; and                                                       
|
| |  | whether the units will be issued in fully
    registered or global form.                                                                                                                             

The applicable prospectus supplement will
describe the terms of any units. The preceding description and
any description of units in the applicable prospectus supplement
does not purport to be complete and is subject to and is
qualified in its entirety by reference to the unit agreement
and, if applicable, collateral arrangements and depositary
arrangements relating to such units.

36



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##### Table of Contents






SELLING SHAREHOLDERS

Selling shareholders, including their
transferees, pledgees or donees or their successors, may from
time to time offer and sell up to 519,521 of our common shares
pursuant to this prospectus. The selling shareholders may offer
all, some or none of such common shares.

The table below sets forth the name of each
selling shareholder and the number of common shares that may be
offered by each selling shareholder under this prospectus. The
information is based on information provided to us by or on
behalf of the selling shareholder identified below on or prior
to November 4, 2003. The selling shareholder identified
below may have sold, transferred or otherwise disposed of all or
a portion of its common shares in transactions exempt from the
registration requirements of the Securities Act. Information
about the selling shareholders may change from time to time. Any
changed information will be set forth in prospectus supplements,
in post-effective amendments to the registration statement of
which this prospectus forms a part or in related registration
statements, as required.

Because the selling shareholders may offer all,
none or some portion of the 519,521 common shares, we cannot
estimate the amount of common shares that may be held by the
selling shareholders upon the completion of any sales. For
information on the procedure for sales by selling shareholders,
read the disclosure under the heading Plan of
Distribution below.

|                            |       |                    |         |                    |  |                   |      |      |  |  |   |  | 
|--------------------------- | ----- | ------------------ | ------- | ------------------ |  | ----------------- | ---- | ---- |  |  | - |  | 
|                            |       |                    |         |                    |  | Percentage of    
|                            |       | Number of          |         | Percentage of      |  | Common Shares    
|                            |       | Common Shares      |         | Common Shares      |  | Outstanding Owned
|                            |       | Beneficially Owned |         | Outstanding        |  | After Completion 
|Name of Selling Shareholder |       | and Offered        |         | Offered Hereby (1) |  | of Offering (1)  
|                            |       |                    |         |                    |  |                  
|Biles Family Trust (2)      |       |                    | 33,795  |                    |  |                   | *    |      |  |  | * | 
|Donald V. Earle (3)         |       |                    | 17,216  |                    |  |                   | *    |      |  |  | * | 
|Everett Page                |       |                    | 638     |                    |  |                   | *    |      |  |  | * | 
|Frank C. Hayes Trust (4)    |       |                    | 348,956 |                    |  |                   | 1.15 |      |  |  | * | 
|Graham Turner (5)           |       |                    | 39,227  |                    |  |                   | *    |      |  |  | * | 
|Greg Kroeger (6)            |       |                    | 9,061   |                    |  |                   | *    |      |  |  | * | 
|Howard Nenner (7)           |       |                    | 9,061   |                    |  |                   | *    |      |  |  | * | 
|John Piazza (8)             |       |                    | 3,300   |                    |  |                   | *    |      |  |  | * | 
|Michael R. Jerestay (9)     |       |                    | 14,028  |                    |  |                   | *    |      |  |  | * | 
|Paul Piazza (10)            |       |                    | 7,701   |                    |  |                   | *    |      |  |  | * | 
|Rhonda Shearl (11)          |       |                    | 10,106  |                    |  |                   | *    |      |  |  | * | 
|Richard Minerva (12)        |       |                    | 9,061   |                    |  |                   | *    |      |  |  | * | 
|Susan Pennington (13)       |       |                    | 17,371  |                    |  |                   | *    |      |  |  | * | 
|                            |       |                    |         |                    |  |                   |      |      |  |  |   | 
|                            | Total |                    |         | 519,521            |  |                   |      | 1.72 |  |  |   |  | 
|                            |       |                    |         |                    |  |                   |      |      |  |  |   | 



---



|     |                                                                                                                                                                                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)  | Calculated based on 30,287,100 common shares
    outstanding as of September 23, 2003.                                                                                                                                           
|    
|(2)  | Daniel E. Biles and Frances L. Biles control the
    Biles Family Trust. Beneficiaries of the trust include members
    of the Biles family. Mr. Biles is a Senior Vice President
    of Hub California, one of our subsidiaries.
|    
|(3)  | Mr. Earle is the President of Garnett, one
    of our subsidiaries.                                                                                                                                                              
|    
|(4)  | Frank C. Hayes controls the Frank C. Hayes Trust.
    Beneficiaries of the trust include members of the Hayes family.
    Mr. Hayes is the President of Hub California, one of our
    subsidiaries.                             
|    
|(5)  | Mr. Turner is a Senior Vice President of Hub
    California, one of our subsidiaries.                                                                                                                                            
|    
|(6)  | Mr. Kroeger is a First Vice President of
    Kaye Group, one of our subsidiaries.                                                                                                                                                
|    
|(7)  | Mr. Nenner is a First Vice President of Kaye
    Group, one of our subsidiaries.                                                                                                                                                 
|    
|(8)  | Mr. Piazza is a Senior Vice President of
    C.J. McCarthy, one of our subsidiaries.                                                                                                                                             
|    
|(9)  | Mr. Jerestay is an Executive Vice President
    of Garnett, one of our subsidiaries.                                                                                                                                             
|    
|(10) | Mr. Piazza is a broker at
    C.J. McCarthy, one of our subsidiaries.                                                                                                                                                            
|    
|(11) | Ms. Shearl is a Vice President of Hub
    California, one of our subsidiaries.                                                                                                                                                   
|    
|(12) | Mr. Minerva is a First Vice President of
    Kaye Group, one of our subsidiaries.                                                                                                                                                
|    
|(13) | Ms. Pennington is a Senior Vice President of
    Hub California, one of our subsidiaries.                                                                                                                                        
|    
|*    | Less than 1%.                                                                                                                                                                                                                    

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PLAN OF DISTRIBUTION

We and any selling shareholders may sell the
securities offered by this prospectus to one or more
underwriters or dealers for public offering, through agents,
directly to purchasers or through a combination of any such
methods of sale. The name of any such underwriters, dealers or
agents involved in the offer and sale of the securities, the
amounts underwritten and the nature of its obligation to take
the securities will be named in the applicable prospectus
supplement. We have, along with the selling shareholders,
reserved the right to sell the securities directly to investors
on our own behalf, or on behalf of the selling shareholders, in
those jurisdictions where we, or the selling shareholders, are
permitted to do so. Where permitted, the sale of the securities
may be effected in transactions (a) on any national or
international securities exchange or quotation service on which
the securities may be listed or quoted at the time of sale,
(b) in the over-the-counter market, (c) in
transactions otherwise than on such exchanges or in the
over-the-counter market or (d) through the writing of
options. The securities described in this prospectus will not be
offered or sold to resident of Canada in contravention of the
securities laws of Canada or any province or territory thereof.

We and/or the selling shareholders, and our
respective agents and underwriters, may offer and sell the
securities at a fixed price or prices that may be changed, at
market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. The
securities may be offered on an exchange, which will be
disclosed in the applicable prospectus supplement. We or the
selling shareholders may, from time to time, authorize dealers,
acting as our agents, to offer and sell the securities upon such
terms and conditions as set forth in the applicable prospectus
supplement.

If we or the selling shareholders use
underwriters to sell securities, we or the selling shareholders
will enter into an underwriting agreement with them at the time
of the sale to them. In connection with the sale of the
securities, underwriters may receive compensation from us in the
form of underwriting discounts or commissions and may also
receive commissions from purchasers of the securities for whom
they may act as agent. Any underwriting compensation paid by us
or the selling shareholders to underwriters or agents in
connection with the offering of the securities, and any
discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in the applicable
prospectus supplement to the extent required by applicable law.
Underwriters may sell the securities to or through dealers, and
such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters or commissions
(which may be changed from time to time) from the purchasers for
whom they may act as agents.

Dealers and agents participating in the
distribution of the securities may be deemed to be underwriters,
and any discounts and commissions received by them and any
profit realized by them on resale of the securities may be
deemed to be underwriting discounts and commissions under the
Securities Act. Unless otherwise indicated in the applicable
prospectus supplement, an agent will be acting on a best efforts
basis and a dealer will purchase debt securities as a principal,
and may then resell the debt securities at varying prices to be
determined by the dealer.

If so indicated in the prospectus supplement, we
or the selling shareholders will authorize underwriters, dealers
or agents to solicit offers by certain specified institutions to
purchase offered securities from us or the selling shareholders
at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such
contracts will be subject to any conditions set forth in the
applicable prospectus supplement and the prospectus supplement
will set forth the commission payable for solicitation of such
contracts. The underwriters and other persons soliciting such
contracts will have no responsibility for the validity or
performance of any such contracts.

Underwriters, dealers and agents may be entitled,
under agreements entered into with us or the selling
shareholders, to indemnification against and contribution
towards certain civil liabilities, including any liabilities
under the Securities Act.

To facilitate the offering of securities, certain
persons participating in the offering may engage in transactions
that stabilize, maintain, or otherwise affect the price of the
securities. These may include over-allotment, stabilization,
syndicate short covering transactions and penalty bids.
Over-allotment involves sales in excess of the offering size,
which creates a short position. Stabilizing transactions involve
bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Syndicate
short covering

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##### Table of Contents



transactions involve purchases of securities in
the open market after the distribution has been completed in
order to cover syndicate short positions. Penalty bids permit
the underwriters to reclaim selling concessions from dealers
when the securities originally sold by the dealers are purchased
in covering transactions to cover syndicate short positions.
These transactions may cause the price of the securities sold in
an offering to be higher than it would otherwise be. These
transactions, if commenced, may be discontinued by the
underwriters at any time.


Any securities other than our common shares
issued hereunder may be new issues of securities with no
established trading market. Any underwriters or agents to or
through whom such securities are sold for public offering and
sale may make a market in such securities, but such underwriters
or agents will not be obligated to do so and may discontinue any
market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any such
securities. The amount of expenses expected to be incurred by us
in connection with any issuance of securities will be set forth
in the applicable prospectus supplement. Certain of the
underwriters, dealers or agents and their associates may engage
in transactions with, and perform services for, us and certain
of our affiliates or the selling shareholders and in the
ordinary course of our business.

The selling shareholders and brokers dealers, if
any, acting in connection with these sales might be deemed to be
underwriters within the meaning of
section 2(11) of the Securities Act. Any commission they
receive and any profit upon the resale of the securities might
be deemed to be underwriting discounts and commissions under the
Securities Act.

We have advised the selling shareholders that
during such time as we and the selling shareholders may be
engaged in a distribution of the securities covered by this
prospectus we and the selling shareholders are required to
comply with Regulation M promulgated under the Exchange
Act. With certain exceptions, Regulation M precludes us,
the selling shareholders, any affiliated purchasers, and any
broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to
induce any person to bid for or purchase, any security which is
the subject of the distribution until the entire distribution is
complete. Regulation M also restricts bids or purchases
made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may
affect the marketability of our common shares.

There can be no assurance that the selling
shareholders will sell any or all of their securities covered by
this prospectus.




LEGAL MATTERS

Unless otherwise specified in a prospectus
supplement, the validity of common shares and preference shares
issued and sold hereunder will be passed upon for us by W. Kirk
James, our Vice President, Secretary and General Counsel and the
validity of any debt securities issued and sold hereunder will
be passed upon for us by Shearman & Sterling LLP,
Toronto, Ontario.




EXPERTS

The financial statements incorporated in this
prospectus by reference to our Annual Report on Form 10-K
for the year ended December 31, 2002, have been so
incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

The financial statements of Fifth Third Insurance
Services, Inc. (Property and Casualty Division) (A Wholly-Owned
Carve-Out Entity of Fifth Third Financial Corp.) as of and for
the year ended December 31, 2002, incorporated in this
prospectus by reference from the Companys Current Report
on Form 8-K/A dated March 17, 2003, have been audited
by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by
reference (which report expresses an unqualified opinion and
includes an explanatory paragraph referring to the preparation
and basis of the carve out financial statements and also
includes an explanatory paragraph referring to the sale of Fifth
Third Insurance Services, Inc. (Property and Casualty Division)
to HUB U.S. Holdings, Inc. effective December 31,
2002), and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting
and auditing.

39



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##### Table of Contents









(HUB INTERNATIONAL LOGO)

Debt Securities


Preference Shares


Common Shares


Warrants


Share Purchase Contracts


Units




---

Prospectus

,
2003



---



---






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##### Table of Contents









PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by us in
connection with the distribution of the securities being registered. All of the
amounts shown are estimates, except the Securities and Exchange Commission
registration fee. We have agreed to bear all expenses (other than underwriting
discounts and selling commissions, and fees and expenses of counsel and other
advisors to the selling shareholders) in connection with the registration and
sale of the securities offered by the selling shareholders.

|                                                    |          |   |           |            | 
|--------------------------------------------------- | -------- | - | --------- | ---------- | 
|Securities and Exchange Commission registration fee |          | $ | 8,750.28  |           
|Printing fees                                       |          | $ | 25,000.00 |           
|Accountants fees and expenses                      |          | $ | 50,000.00 |           
|Legal fees and expenses                             |          | $ | 50,000.00 |           
|                                                    |          |   |           |           
|                                                    | Total(1) |   | $         | 133,750.28 | 
|                                                    |          |   |           |           



---

|(1) |  | The amounts set forth above are estimates except for the SEC registration
fee.
|--- |  | ------------------------------------------------------------------------------

Item 15. Indemnification of Directors and Officers

Under the Business Corporations Act (Ontario), the registrant may
indemnify a present or former director or officer or a person who acts or acted
at the registrants request as a director or officer of another corporation of
which the registrant is or was a shareholder or creditor, and his or her heirs
and legal representatives, against all costs, charges and expenses, including
an amount paid to settle an action or satisfy a judgment, reasonably incurred
by him or her in respect of any civil, criminal or administrative action or
proceeding to which he or she is made a party by reason of being or having been
a director or officer of the registrant of such other corporation and provided
that the director or officer acted honestly and in good faith with a view to
the best interests of the registrant, and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty,
such director or officer had reasonable grounds for believing that his or her
conduct was lawful. Such indemnification may be made in connection with an
action by or on behalf of the registrant or such other corporation to procure a
judgment in its favor only with court approval. A director or officer is
entitled to indemnification from the registrant as a matter of right if he or
she was substantially successful on the merits in his or her defense of the
action or proceeding and fulfilled the conditions set forth above.

The by-laws of the registrant provide that the registrant shall indemnify
a director or officer, a former director or officer or a person who acts or
acted at the registrants request as a director or officer of a body corporate
of which the registrant is or was a shareholder or creditor, and the heirs and
legal representatives of such a person to the extent permitted by the Business
Corporations Act (Ontario).

The by-laws of the registrant further provide that the registrant may, to
the extent permitted by the Business Corporations Act (Ontario), purchase and
maintain insurance for the benefit of any director or officer, a former
director or officer or a person who acts or acted at the registrants request
as a director or officer of a body corporate of which the registrant is or was
a shareholder or creditor.

A policy of directors and officers liability insurance is maintained by
the registrant which insures, subject to certain exclusions, directors and
officers for losses as a result of claims against the directors and officers of
the registrant in their capacity as directors and officers and also reimburses
the registrant for payments made pursuant to the indemnity provided by the
registrant pursuant to the Business Corporations Act (Ontario) and the by-laws
of the registrant.

Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been advised that in the





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##### Table of Contents



opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act and is, therefore unenforceable.

Item 16. Exhibits

The exhibits to this registration statement are listed in the exhibit
index, which appears elsewhere herein and is incorporated herein by reference.

Item 17.Undertakings



|a. |  | The undersigned registrant hereby undertakes:
|-- |  | ---------------------------------------------



| | (1)   |  | to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (i)   |  | to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (ii)  |  | to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement; and
|
| | (iii) |  | to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



| |  | provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement;
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) |  | that, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (3) |  | to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.                                                                                                                                                                         



|b. |  | The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrants annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at the time shall be deemed to be the initial bona fide
offering thereof.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|c. |  | Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.                                                                                         
|  
|   |  | In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of                                                                                                                                                                                                                                                                                                  





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|   |  | any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|d. |  | The undersigned registrant hereby undertakes that:                                                                                                                                                                                                                                                                                                                                                                                                                          



| | (1) |  | for purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be
deemed to be a part of this registration statement as of the time it was
declared effective; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.                                                                                               



|e. |  | The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the Trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance
with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Act.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago in the State of Illinois on
November 5, 2003.

| |  |                                                     
| |  | ----------------------------------------------------
| |  | HUB INTERNATIONAL LIMITED                           
| |  |                                                     
| |  | By: /s/ Martin P. Hughes                            
| |  |                                                     
| |  | Name: Martin P. Hughes
      Title:   Chairman & CEO





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##### Table of Contents



Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

|                                          |  |                                                                                           |  |                 
|----------------------------------------- |  | ----------------------------------------------------------------------------------------- |  | ----------------
|Signature                                 |  | Title                                                                                     |  | Date            
|                                          |  |                                                                                           |  |                 
|
|                                         
|/s/ Martin P. Hughes
Martin P. Hughes     |  | Chairman of the Board,
Chief Executive Officer
(Principal Executive
Officer) and Director |  | November 5, 2003
|                                         
|*
Dennis J. Pauls                         |  | Chief Financial Officer
(Principal Financial and
Accounting Officer) and
Vice President   |  | November 5, 2003
|                                         
|*
Richard A. Gulliver                     |  | Chief Operating Officer
and Director                                                      |  | November 5, 2003
|                                         
|*
Bruce D. Guthart                        |  | President, U.S. Operations
and Director                                                   |  | November 5, 2003
|                                         
|*
R. Craig Barton                         |  | President, Canadian
Operations and Director                                               |  | November 5, 2003
|                                         
|*
Jean Martin                             |  | Vice President and Director                                                               |  | November 5, 2003
|                                         
|*
Anthony F. Griffiths                    |  | Director                                                                                  |  | November 5, 2003
|                                         
|*
Paul Murray                             |  | Director                                                                                  |  | November 5, 2003
|                                         
|*
Bradley P. Martin                       |  | Director                                                                                  |  | November 5, 2003
|                                         
|*
Frank S. Wilkinson                      |  | Director                                                                                  |  | November 5, 2003
|
|                                         
|*By:            
/s/     Martin P. Hughes |  |                                                                                           |  |                 
|                                          |  |                                                                                           |  |                 
|Martin P. Hughes
Attorney-in-Fact         |  |                                                                                           |  |                 





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##### Table of Contents






AUTHORIZED REPRESENTATIVE



| |                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Pursuant to the requirements of Section 6(a) of the Securities Act
of 1933, the Authorized Representative has duly signed this
Amendment No. 1 to the registration statement below on
November 5, 2003.

| |  |                                                      | 
| |  | ---------------------------------------------------- | 
| |  | HUB U.S. HOLDINGS, INC.                             
| |  |                                                      | 
| |  | By: /s/ Martin P. Hughes                            
| |  |                                                     
| |  | Name: Martin P. Hughes
      Title:   Chairman & CEO





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##### Table of Contents






EXHIBIT INDEX

|            |  |                                                                                                                                                                                                                             
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                 
|            |  |                                                                                                                                                                                                                             
|1.1        |  | Form of Underwriting Agreement for Debt Securities.                                                                                                                                                                         
|1.2        |  | Form of Underwriting Agreement for Common Shares
and/or Preference Shares.                                                                                                                                                  
|1.3        |  | Form of Underwriting Agreement for Warrants.                                                                                                                                                                                
|1.4        |  | Form of Underwriting Agreement for Share Purchase Contracts.                                                                                                                                                                
|1.5        |  | Form of Underwriting Agreement for Units.                                                                                                                                                                                   
|4.1*        |  | Senior Debt Securities Indenture.                                                                                                                                                                                           
|4.2*        |  | Subordinated Debt Securities Indenture.                                                                                                                                                                                     
|4.3*        |  | Specimen certificate representing Hub International Limited
common shares (incorporated by reference to Exhibit 4.1 of
Hub Internationals Registration Statement on
Form S-1, filed on March 22, 2003, File No. 333-84734).
|4.4        |  | Form of Warrant Agreement, including the form of Warrant.                                                                                                                                                                   
|4.5        |  | Form of Share Purchase Contract Agreement, including the
form of Security Certificate.                                                                                                                                      
|4.6        |  | Form of Unit Agreement, including the form of Unit
Certificate.                                                                                                                                                             
|4.7*        |  | Form of Senior Debt Security (included in Exhibit 4.1).                                                                                                                                                                     
|4.8*        |  | Form of Subordinated Debt Security (included in Exhibit
4.2).                                                                                                                                                               
|5.1*        |  | Opinion of W. Kirk James, Vice President, Secretary and
General                                                                                                                                                             
|5.2*        |  | Opinion of Shearman & Sterling LLP.
Counsel of Hub International Limited.                                                                                                                                                   
|12.1        |  | Statement Regarding Computation of Ratios of Earnings to
Fixed Charges.                                                                                                                                                     
|23.1        |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                      
|23.2        |  | Consent of Deloitte & Touche LLP.                                                                                                                                                                                           
|23.3*       |  | Consent of W. Kirk James (included in Exhibit 5.1).                                                                                                                                                                         
|23.4*       |  | Consent of Shearman & Sterling LLP (included in Exhibit 5.2).                                                                                                                                                               
|24.1*       |  | Power of Attorney.                                                                                                                                                                                                          
|25.1*       |  | Statement of Eligibility and Qualification of Trustee on
Form T-1 of The Bank of New York to act as trustee under the
Senior Debt Securities Indenture.                                                                     
|25.2*       |  | Statement of Eligibility and Qualification of Trustee on
Form T-1 of The Bank of New York to act as trustee under the
Subordinated Debt Securities Indenture.                                                               



---

| |  | To be filed, if necessary, subsequent to the effectiveness of this
registration statement by an amendment to this registration statement or
incorporated by reference pursuant to a Current Report on Form 8-K in
connection with the offering of securities.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |  |                                                                                                                                                                                                                                                              
|* |  | Previously filed.