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Hub International

[Hub International Limited letterhead]

October 13, 2005

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Jim B. Rosenberg

    Senior Assistant Chief Accountant

    Re:
    Hub International Limited (the “Company”)

    Form 10-K for Fiscal Year Ended December 31, 2004

    File No. 1-31310

Dear Mr. Rosenberg:

          We hereby acknowledge receipt of the comment letter dated September 14, 2005 (the “Comment
Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
concerning the above captioned Annual Report on Form 10-K for the fiscal year ended December 31,
2004 (the “10-K”).

          We submit this letter in response to the Comment Letter. For ease of reference, we have
reproduced the text of the comments in bold-face type below, followed by our responses. Terms used
but not defined herein have the meanings set forth in the 10-K.

Page 2

RESPONSES TO STAFF COMMENTS

Management’s Discussion and Analysis

Contractual Obligations, page 36

    1.

    We note that you have omitted $35 million of subordinated convertible debentures and interest
on long-term debt from your table of contractual obligations. The purpose of Financial
Reporting Release 67 is to obtain enhanced disclosure concerning a registrant’s contractual
payment obligations and the exclusion of ordinary course items is inconsistent with the
objective of Item 303(a)(5) of Regulation S-K. Due to the significance of estimated payments
associated with these items, we believe that this information is necessary for investors’
evaluation of your liquidity and capital resources. Please provide us with your analysis
supporting your conclusion to exclude this information from the table.

    Response: The Company acknowledges the Staff’s comment and will include the $35 million of
subordinated convertible debentures and interest on long-term debt in its table of
contractual obligations in future filings, beginning with its Form 10-Q for the quarter
ended September 30, 2005 to be filed in November 2005. The subordinated convertible
debentures were not included on the contractual obligations table because the Company
determined it was more likely than not that the debentures would be settled for the
Company’s shares instead of for cash as the share price was higher than the C $17.00
conversion price at December 31, 2004, and is higher today.

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page 51

    2.

    We note your disclosure that commission income, including commissions subject to installment
billing, and policy service fees are recognized at the policy effective date. Please tell us
how you are compensated for subsequent premium billing and collection services and the factors
supporting your conclusion that the commission earnings process is complete at the policy
effective date. Provide references to the applicable technical literature upon which you
based your accounting under US GAAP.

    Response: Insurance brokerages recognize revenue from regular commissions on the revenue
recognition date in accordance with criteria under SAB 101, Revenue Recognition in
Financial Statements and SAB 104, Revenue Recognition. This is the date when all
of the following criteria are met:

    •

    Protection is bound under the contract of an insurance policy (that is,
coverage is effective).

Page 3

    •

    The premium due under the policy is known or can be reasonably estimated.

    •

    Substantially all services related to placing the insurance have been
rendered. That date generally is the date on which the premium is billable to
the client.

    •

    No significant obligation exists to perform services after the insurance has
become effective.

    No specific accounting pronouncements currently address revenue recognition for insurance
brokerages, other than SAB 101-FAQ question 18 and SAB 104 section 4(a) Question 2 relating
to an appropriate allowance for estimated policy cancellations, with which we fully comply.
Financial Accounting Standards Board (FASB) Statement of Financial Accounting Concepts No.5,
Recognition and Measurement in Financial Statements of Business Enterprises,
paragraph 84, provides only the following general guidance: “In recognizing revenues... the
two conditions (being realized or realizable and being earned) are usually met by the
time... services are rendered to customers.” The Company as an insurance brokerage provides
services (providing insurance coverage) and recognizes revenue based on the fact that
performance of those services are substantially complete on the effective date (revenue
recognition date).

    As an insurance brokerage, the Company recognizes commission income on the policy effective
date in accordance with SAB 101 and SAB 104 at which time the earnings process is complete
and our services have been performed. The key services for which we earn commissions include
meeting with the client to explain coverages, meeting with the insurance company
underwriters to place insurance on behalf of the client and reviewing policies issued by the
insurance company for accuracy and completeness. At the effective date, the Company becomes
entitled to the commission because the insurance coverage has been placed with the
underwriter and the premium is owed by the client. On the effective date the Company’s work
has been substantially completed and the related costs to produce, market and place the
coverage have been incurred. As such, the amount of the commission related to the services
provided has been determined and the premium is receivable as of that date. There is no
further compensation to the Company for subsequent billing and collection services as these
services are inconsequential and perfunctory and the cost of these services is not material.

    3.

    We note that contingent commissions and volume overrides are recorded either when they are
received or can be reasonably estimated. Please tell us the specific terms of these
arrangements, your related revenue recognition policies, particularly how you determine when
the related earnings processes are complete. Provide references to the applicable technical
literature upon which you based your accounting under US GAAP. Also, quantify in a MD&A
disclosure-type format the extent to which contingent commissions and volume overrides are
shared with your insurance brokerage network and contribute to your net earnings before income
taxes.

Page 4

    Response: Contingent commissions are additional compensation paid to insurance brokerages
by an insurance company (underwriter) based on the profit an underwriter earns on the book
of business the insurance brokerage places with the underwriter. Volume overrides are
additional compensation paid to insurance brokerages by an underwriter based on the volume
of business that an insurance brokerage places with an underwriter. The vast preponderance
of the Company’s contingent commission and volume override arrangements are negotiated at
regional or local levels, with varying terms.

    The Company records contingent commissions and volume overrides in accordance with SAB 101
and SAB 104 when the amount is fixed or determinable which is the earlier of the period in
which amounts can be reasonably estimated or the period in which the amounts are received.
Amounts related to contingent commissions and volume overrides can be reasonably estimated
when information pertaining to the calculation, such as premium volumes, loss ratios and
expenses, and retention can be obtained from the insurance companies.

    FASB Statement No.5, (“FAS 5”) Accounting for Contingencies, defines a contingency
as an existing condition, situation, or set of circumstances involving uncertainty about
possible gain or loss to an enterprise that will ultimately be resolved when one or more
future events occur or fail to occur. Although FAS 5 primarily discusses the circumstances
involving uncertainty about the recording of possible losses, paragraph 17 concludes the
following:

    •

    Contingencies that might result in gains usually are not reflected in the
accounts since to do so might be to recognize revenue prior to its realization.

    •

    Adequate disclosure shall be made of contingencies that might result in
gains, but care shall be exercised to avoid misleading implications as to the
likelihood of realization.

    The Company cannot reasonably determine contingent commissions until the earlier of receipt
of cash or notification from the underwriter which usually occurs subsequent to year end as
in most instances the underwriters need time to make separate calculations for the entire
year for business placed by each of the insurance brokerages offices with each of the
underwriters’ local offices.

    Contingent commissions represent approximately 6% of our revenue for the year ended December
31, 2004. The Company does not consider contingent commissions a profit center and does not
track the amount that they contribute to net earnings and therefore the Company cannot
reasonably determine their contribution. However, there are few costs associated with these
items of income.

Page 5

    Contingent commissions and volume overrides are not shared in any direct way with Company
personnel. Senior management of each region may be entitled to annual bonuses based on
performance factors that include net earnings. To the extent that income of this nature
contributes to a region’s net earning, the bonus amount is affected. For employees
compensated on a commission basis, contingent commissions and volume overrides are not taken
into account.

    4.

    It appears that you perform significant premium billing and collection, evidenced by client
premiums receivable of $128.3 million at December 31, 2004. Please provide us in a
disclosure-type format your accounting policy for client premiums receivable. Discuss and
quantify in a MD&A disclosure-type format the financial impact of these billing and collection
services on your operations, including service fee income, interest income on funds held,
costs associated with uncollectible amounts, net earnings before income taxes and cash flow
from operating activities. Also, describe to us in a disclosure-type format your accounting
policy for trust cash to specify the nature and amount of “other deductions” and the magnitude
of restrictions as to use.

    Response: As described in Response 2, the Company recognizes commission income on the
policy effective date at which time the earnings process is complete and our service has
been performed. The Company usually bills its clients for insurance premiums on behalf of
the insurance carrier and the clients pay the Company. Thus, at the revenue recognition
date for a given policy, the Company records a receivable and a payable in its accounting
records. The receivable due from the client represents the premium that the Company will
later pay to the underwriter plus the commission or fee for the services provided by the
Company. The payable to the underwriter is due either on or after the effective date of the
insurance policy or on or after collection by the Company. The Company sometimes may
advance premiums to underwriters on behalf of its clients or may advance claim payments or
return premiums to clients on behalf of underwriters. The advances may be made because of
the payment terms to the underwriter or because the Company wishes to avoid cancellation of
its clients’ coverages.

    The Company has favorable cash flows because it collects cash from clients before it pays
underwriters. Until remitted to underwriters, these funds are held by the Company in a
fiduciary capacity for the underwriters. The Company generally invests such funds (referred
to as trust cash) in short — term cash equivalents and retains the resulting investment
income. Certain states and provinces have varying restrictions on the investment of trust
cash, which may include limiting the nature of acceptable investments. The Company also
earns investment income on its own funds.

    On the Company’s balance sheet, “accounts and other receivables” includes the total amount
of premiums, including commissions and fees, due from clients, and “accounts payable and
accrued liabilities” includes the amounts payable to underwriters including the total amount
of collected and uncollected premiums to be remitted to underwriters. The amounts of
premiums included in both accounts receivable from the clients and accounts payable to
underwriters are disclosed in the notes to the financial statements. Trust cash is included
as a separate line item on the balance sheet, and the related

Page 6

    restrictions on the use of such funds are disclosed in the notes to the financial
statements. Trust cash includes premiums collected (less commissions and other deductions),
but not yet remitted to insurance companies. Other deductions include advance payments to
underwriters as well as advance claim payments and return premiums to clients.

Note 13. Earnings per Share, page 67

    5.

    It appears that you omit contingently issuable shares under the Talbot earn out from your
earnings per share calculation. Please explain to us whether there are any differences
between Canadian GAAP and US GAAP in accounting for contingently issuable shares. Please
refer us to the technical guidance upon which you based your decision to omit these shares
from your US GAAP earnings per share calculation.

    Response: The Company did not omit contingently issuable shares under the Talbot earn out
in the calculation of its diluted EPS. The Company does not believe that there are any
differences between Canadian GAAP and US GAAP in this area. As described in our public
filings, the Company accounts for the contingent consideration on the Talbot earn out under
the fair value method of non-cash stock based compensation in accordance with FAS 123,
Accounting for Stock-Based Compensation, even though the Company has the choice to
pay each earn out payment in its common shares or in cash (as it was management’s intention
at the time of the transaction to pay the earn out in common shares.) In addition, the
Company follows the principles of the treasury stock method in applying FAS 128,
Earnings per Share, including the guidance on contingent shares (or contingently
adjustable shares) in paragraphs 23 and 32-33, such that additional shares included in the
denominator of the diluted EPS calculation represent the difference between the total number
of shares expected to be issued (i.e., the total estimated value of the contingent payment
divided by the Company’s share price at the end of the reporting period) and the estimated
number of shares deemed to have been repurchased on the assumption that the estimated
unamortized compensation expense is to repurchase shares at their average price for the
period. Appendix C, Illustration 8 of FAS 128 describes the application of the treasury
stock method for stock appreciation rights and other variable stock option awards plans.
The Company follows the computational guidance set out in this example. Accordingly, the
Company includes these shares in its calculation of diluted EPS.

    The Company does not include these contingent shares in its calculation of basic EPS as
follows: Per FAS 128 paragraph 10, shares issuable for little or no cash consideration, upon
the satisfaction of certain conditions (contingently issuable shares) shall be considered
outstanding common shares and included in the computation of basic EPS as of the date that
all necessary conditions have been satisfied (in essence, when issuance of the shares is no
longer contingent). Per FAS 128 paragraph 91, the Board concluded (a) consist