<PAGE>

      As filed with the Securities and Exchange Commission on May 16, 2003

                                                      Registration No. 333-_____

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                             ---------------------

                            HUB INTERNATIONAL LIMITED
             (Exact name of registrant as specified in its charter)

      ONTARIO, CANADA                                        34-4412416
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                            55 EAST JACKSON BOULEVARD
                             CHICAGO, ILLINOIS 60604
          (Address of Principal Executive Offices, including zip code)

                            HUB INTERNATIONAL LIMITED
                              EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                              ---------------------

                               W. KIRK JAMES, ESQ.
                          VICE PRESIDENT, SECRETARY AND
                                 GENERAL COUNSEL
                            HUB INTERNATIONAL LIMITED
                            55 EAST JACKSON BOULEVARD
                             CHICAGO, ILLINOIS 60604
                                 (877) 402-6601
           (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
    Title of securities          Amount to be        Proposed maximum      Proposed maximum          Amount of
      to be registered          Registered (1)        offering price           aggregate         registration fee
                                                         per share          offering price
---------------------------------------------------------------------------------------------------------------------
<S>                             <C>                  <C>                   <C>                   <C>
       Common Shares               1,531,820            $15.08 (2)         $23,099,845.60(2)         $1868.78
=====================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416(c) under the Securities Act of 1933, as amended
         (the "Securities Act"), this Registration Statement shall also cover
         any additional Common Shares which become issuable under the plan being
         registered pursuant to this Registration Statement by reason of any
         stock dividend, stock split, recapitalization or any other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's outstanding Common
         Shares.

(2)      Pursuant to Rule 457 (c) and Rule 457 (h) under the Securities Act, the
         offering price is based on $15.08 per share for 1,531,820 shares based
         on the average of the high and low prices of the Registrant's Common

<PAGE>

         Shares on the New York Stock Exchange consolidated reporting system on
         May 8, 2003, and is estimated solely for the purpose of calculating the
         registration fee.





<PAGE>


                                EXPLANATORY NOTE

         As permitted by General Instruction E to Form S-8, this Registration
Statement incorporates by reference the information contained in the earlier
registration statement relating to the Hub International Limited Equity
Incentive Plan filed on August 27, 2002, Registration No. 333-98809.

         At the Annual and Special Meeting of shareholders of Hub International
Limited held on May 6, 2003, the shareholders of Hub International Limited
approved an amendment to Section 4(a) of the Hub International Limited Equity
Incentive Plan, to increase the number of common shares of Hub International
Limited that may be issued in connection with awards under the plan from
2,100,000 common shares to 3,631,820 common shares.

<PAGE>


PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant are
incorporated as of their respective dates in this Registration Statement by
reference:

         (a)      the description of the Registrant's Common Shares set forth
         under the heading "Description of share capital" contained in the
         Prospectus filed as part of the Registrant's Registration Statement on
         Form S-1 (No. 333-84734), with amendments filed on May 3, 2002, June
         13, 2002, and June 17, 2002;

         (b)      the Registrant's annual report on Form 10-K (No. 001-31310),
         as filed with the Commission on March 14, 2003;

         (c)      the Registrant's current reports on Form 8-K (No. 001-31310),
         as filed with the Commission on March 6, 2003, March 17, 2003 and May
         1, 2003; and

         (d)      the Registrant's proxy statement on Schedule 14A (No.
         001-31310), as filed with the Commission on March 31, 2003.

         All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
incorporated by reference herein modified or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.





<PAGE>


                                   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-8 and has duly caused this 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 May 16, 2003.

                                  HUB INTERNATIONAL LIMITED


                                  By: /s/ W. Kirk James
                                      -------------------------------------
                                      Name:   W. Kirk James
                                      Title:  Vice President, Secretary and
                                              General Counsel




<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, Martin P. Hughes
and Richard A. Gulliver his true and lawful attorneys-in-fact and agents, each
of whom may act alone, with full powers of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to this
Registration Statement, and to sign any related registration statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, and all post-effective amendments thereto, and to file
the same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
               Signature                                              Title                                    Date
               ---------                                              -----                                    ----
<S>                                                 <C>                                                    <C>

         /s/ Martin P. Hughes                       Chairman of the Board and Chief                        May 16, 2003
--------------------------------------------        Executive Officer (Principal Executive
           Martin P. Hughes                         Officer)


         /s/ Dennis J. Pauls                        Vice President and Chief Financial                     May 16, 2003
--------------------------------------------        Officer (Principal Financial and
            Dennis J. Pauls                         Accounting Officer)


--------------------------------------------        President and Chief Operating Officer,
          Richard A. Gulliver                       Director

         /s/ Bruce D. Guthart                       President, U.S. Operations, Director                   May 16, 2003
----------------------------------------------------
           Bruce D. Guthart

         /s/ R. Craig Barton                        President, Canadian Operations, Director               May 16, 2003
--------------------------------------------
           R. Craig Barton

         /s/ Jean Martin                            Director, Vice President                               May 16, 2003
--------------------------------------------
           Jean Martin

         /s/ Anthony F. Griffiths                   Director                                               May 16, 2003
--------------------------------------------
           Anthony F. Griffiths


--------------------------------------------        Director
              Paul Murray

         /s/ Bradley P. Martin                      Director                                               May 16, 2003
--------------------------------------------
           Bradley P. Martin

         /s/ Frank S. Wilkinson                     Director                                               May 16, 2003
--------------------------------------------
           Frank S. Wilkinson
</TABLE>




<PAGE>


                            AUTHORIZED REPRESENTATIVE

         Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the Authorized Representative has duly signed this registration statement
below on May 16, 2003.

                                    HUB U.S. HOLDINGS, INC.


                                    By: /s/ W. Kirk James
                                        ----------------------------------------
                                        Name:   W. Kirk James
                                        Title:  Secretary









<PAGE>



                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Number    Title of Exhibit                                                  Page
------    ----------------                                                  ----
<S>       <C>                                                               <C>
4.1       Hub International Limited Equity Incentive Plan as Amended.

5.1       Opinion of W. Kirk James, Vice President, Secretary and
          General Counsel of the Registrant as to the legality of
          the Common Shares.

23.1      Consent of PricewaterhouseCoopers LLP.

23.2      Consent of W. Kirk James, Vice President, Secretary and
          General Counsel of the Registrant (included in his opinion
          in Exhibit 5.1)

24.1      Power of Attorney (included on the signature page of this
          Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "t09872sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 12863}]
{"company-data": {"conformed-name": "HUB INTERNATIONAL LTD", "cik": "0001133016", "assigned-sic": "6411", "irs-number": "364412416"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105305", "film-number": "03707572"}, "business-address": {"street1": "214 KING STREET WEST", "street2": "SUITE 314", "city": "ONTARIO", "state": "A6", "zip": "00000", "phone": "4169795866"}, "mail-address": {"street1": "214 KING STREET WEST", "street2": "SUITE 314", "city": "ONTARIO", "state": "A6", "zip": "00000"}}
As filed with the Securities and Exchange Commission on May 16, 2003

                                                      Registration No. 333-_____

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                             ---------------------

                            HUB INTERNATIONAL LIMITED
             (Exact name of registrant as specified in its charter)

      ONTARIO, CANADA                                        34-4412416
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                            55 EAST JACKSON BOULEVARD
                             CHICAGO, ILLINOIS 60604
          (Address of Principal Executive Offices, including zip code)

                            HUB INTERNATIONAL LIMITED
                              EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                              ---------------------

                               W. KIRK JAMES, ESQ.
                          VICE PRESIDENT, SECRETARY AND
                                 GENERAL COUNSEL
                            HUB INTERNATIONAL LIMITED
                            55 EAST JACKSON BOULEVARD
                             CHICAGO, ILLINOIS 60604
                                 (877) 402-6601
           (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
    Title of securities          Amount to be        Proposed maximum      Proposed maximum          Amount of
      to be registered          Registered (1)        offering price           aggregate         registration fee
                                                         per share          offering price
---------------------------------------------------------------------------------------------------------------------
Common Shares               1,531,820            $15.08 (2)         $23,099,845.60(2)         $1868.78
=====================================================================================================================
(1)      Pursuant to Rule 416(c) under the Securities Act of 1933, as amended
         (the "Securities Act"), this Registration Statement shall also cover
         any additional Common Shares which become issuable under the plan being
         registered pursuant to this Registration Statement by reason of any
         stock dividend, stock split, recapitalization or any other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's outstanding Common
         Shares.

(2)      Pursuant to Rule 457 (c) and Rule 457 (h) under the Securities Act, the
         offering price is based on $15.08 per share for 1,531,820 shares based
         on the average of the high and low prices of the Registrant's Common
Shares on the New York Stock Exchange consolidated reporting system on
         May 8, 2003, and is estimated solely for the purpose of calculating the
         registration fee.
EXPLANATORY NOTE

         As permitted by General Instruction E to Form S-8, this Registration
Statement incorporates by reference the information contained in the earlier
registration statement relating to the Hub International Limited Equity
Incentive Plan filed on August 27, 2002, Registration No. 333-98809.

         At the Annual and Special Meeting of shareholders of Hub International
Limited held on May 6, 2003, the shareholders of Hub International Limited
approved an amendment to Section 4(a) of the Hub International Limited Equity
Incentive Plan, to increase the number of common shares of Hub International
Limited that may be issued in connection with awards under the plan from
2,100,000 common shares to 3,631,820 common shares.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant are
incorporated as of their respective dates in this Registration Statement by
reference:

         (a)      the description of the Registrant's Common Shares set forth
         under the heading "Description of share capital" contained in the
         Prospectus filed as part of the Registrant's Registration Statement on
         Form S-1 (No. 333-84734), with amendments filed on May 3, 2002, June
         13, 2002, and June 17, 2002;

         (b)      the Registrant's annual report on Form 10-K (No. 001-31310),
         as filed with the Commission on March 14, 2003;

         (c)      the Registrant's current reports on Form 8-K (No. 001-31310),
         as filed with the Commission on March 6, 2003, March 17, 2003 and May
         1, 2003; and

         (d)      the Registrant's proxy statement on Schedule 14A (No.
         001-31310), as filed with the Commission on March 31, 2003.

         All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
incorporated by reference herein modified or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
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-8 and has duly caused this 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 May 16, 2003.

                                  HUB INTERNATIONAL LIMITED

                                  By: /s/ W. Kirk James
                                      -------------------------------------
                                      Name:   W. Kirk James
                                      Title:  Vice President, Secretary and
                                              General Counsel
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, Martin P. Hughes
and Richard A. Gulliver his true and lawful attorneys-in-fact and agents, each
of whom may act alone, with full powers of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to this
Registration Statement, and to sign any related registration statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, and all post-effective amendments thereto, and to file
the same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                              Title                                    Date
               ---------                                              -----                                    ----
/s/ Martin P. Hughes                       Chairman of the Board and Chief                        May 16, 2003
--------------------------------------------        Executive Officer (Principal Executive
           Martin P. Hughes                         Officer)

         /s/ Dennis J. Pauls                        Vice President and Chief Financial                     May 16, 2003
--------------------------------------------        Officer (Principal Financial and
            Dennis J. Pauls                         Accounting Officer)

--------------------------------------------        President and Chief Operating Officer,
          Richard A. Gulliver                       Director

         /s/ Bruce D. Guthart                       President, U.S. Operations, Director                   May 16, 2003
----------------------------------------------------
           Bruce D. Guthart

         /s/ R. Craig Barton                        President, Canadian Operations, Director               May 16, 2003
--------------------------------------------
           R. Craig Barton

         /s/ Jean Martin                            Director, Vice President                               May 16, 2003
--------------------------------------------
           Jean Martin

         /s/ Anthony F. Griffiths                   Director                                               May 16, 2003
--------------------------------------------
           Anthony F. Griffiths

--------------------------------------------        Director
              Paul Murray

         /s/ Bradley P. Martin                      Director                                               May 16, 2003
--------------------------------------------
           Bradley P. Martin

         /s/ Frank S. Wilkinson                     Director                                               May 16, 2003
--------------------------------------------
           Frank S. Wilkinson
AUTHORIZED REPRESENTATIVE

         Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the Authorized Representative has duly signed this registration statement
below on May 16, 2003.

                                    HUB U.S. HOLDINGS, INC.

                                    By: /s/ W. Kirk James
                                        ----------------------------------------
                                        Name:   W. Kirk James
                                        Title:  Secretary
EXHIBIT INDEX
Number    Title of Exhibit                                                  Page
------    ----------------                                                  ----
4.1       Hub International Limited Equity Incentive Plan as Amended.

5.1       Opinion of W. Kirk James, Vice President, Secretary and
          General Counsel of the Registrant as to the legality of
          the Common Shares.

23.1      Consent of PricewaterhouseCoopers LLP.

23.2      Consent of W. Kirk James, Vice President, Secretary and
          General Counsel of the Registrant (included in his opinion
          in Exhibit 5.1)

24.1      Power of Attorney (included on the signature page of this
          Registration Statement).