-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WrVRMDXl5dOgGBZzVmjtMWZ89JET5w7N82vsTRVgNh7fxmw3hFHx75UGoHTH88aF 98XHwbgzYwynIOgDeMrvlw== 0000904454-07-000125.txt : 20070308 0000904454-07-000125.hdr.sgml : 20070308 20070307175648 ACCESSION NUMBER: 0000904454-07-000125 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070308 DATE AS OF CHANGE: 20070307 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUB INTERNATIONAL LTD CENTRAL INDEX KEY: 0001133016 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 364412416 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78847 FILM NUMBER: 07678827 BUSINESS ADDRESS: STREET 1: 8 NELSON STREET WEST STREET 2: 6TH FLOOR CITY: BRAMPTON STATE: A6 ZIP: L6X 4J2 BUSINESS PHONE: 905.866.5200 MAIL ADDRESS: STREET 1: 55 EAST JACKSON BOULEVARD STREET 2: FLOOR 14A CITY: CHICAGO STATE: IL ZIP: 60604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Maple Tree Acquisition CORP CENTRAL INDEX KEY: 0001391726 IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: SUITE 1700, PARK PLACE STREET 2: 666 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 BUSINESS PHONE: (604) 631-1300 MAIL ADDRESS: STREET 1: SUITE 1700, PARK PLACE STREET 2: 666 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 SC 13D 1 s13d_0307-2007hubint.htm SCHED 13D HUB

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

HUB INTERNATIONAL LIMITED

____________________________________________________________

(Name of issuer)

Common Shares

___________________________________________________________

(Title of class of securities)

44332P101

________________________________________________

(CUSIP number)

William Logan

Apax Partners, L.P.

153 East 53rd Street, 53rd Floor

New York, New York 10022

(212) 419-2424

Amy Kim

Morgan Stanley

1585 Broadway

New York, New York 10036

(212) 761-4416

_____________________________________________________________________________________________

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Daniel S. Evans, Esq.

Ropes & Gray

One International Place

Boston, Massachusetts 02110

Brian E. Hamilton, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

February 25, 2007

_____________________________________________________________

(Dates of Events which Require Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D

NAME OF REPORTING PERSONS

Maple Tree Acquisition Corporation

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

10,325,428*

SOLE DISPOSITIVE POWER

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,325,428*

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o

CERTAIN SHARES (See Instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.9%**

14.

TYPE OF REPORTING PERSON (See Instructions)

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that it is the beneficial owner of any Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

** The calculation of the percentage is based on 39,842,229 Common Shares being issued and outstanding as of February 25, 2007, which number is based on the representations made by Hub International Limited in the Arrangement Agreement described in Items 3 and 4 hereof.

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SCHEDULE 13D

NAME OF REPORTING PERSONS

0783587 B.C. Ltd.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

10,325,428*

SOLE DISPOSITIVE POWER

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,325,428*

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o

CERTAIN SHARES (See Instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.9%**

14.

TYPE OF REPORTING PERSON (See Instructions)

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this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

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SCHEDULE 13D

NAME OF REPORTING PERSONS

Apax Maple 2 Sàrl

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

Luxembourg

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

10,325,428*

SOLE DISPOSITIVE POWER

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,325,428*

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o

CERTAIN SHARES (See Instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.9%**

14.

TYPE OF REPORTING PERSON (See Instructions)

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SCHEDULE 13D

NAME OF REPORTING PERSONS

Apax Maple 1 Sàrl

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

Luxembourg

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

10,325,428*

SOLE DISPOSITIVE POWER

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,325,428*

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o

CERTAIN SHARES (See Instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.9%**

14.

TYPE OF REPORTING PERSON (See Instructions)

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* Beneficial ownership of the common shares of Hub International Limited (the “Common Shares”) referred to herein is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Shares as a result of the Voting Agreement described in Items 3 and 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

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SCHEDULE 13D

NAME OF REPORTING PERSONS

Apax Europe Maple S.A.r.l

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

Luxembourg

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

10,325,428*

SOLE DISPOSITIVE POWER

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,325,428*

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o

CERTAIN SHARES (See Instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.9%**

14.

TYPE OF REPORTING PERSON (See Instructions)

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of such Common Shares as a result of the Voting Agreement described in Items 3 and 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

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SCHEDULE 13D

NAME OF REPORTING PERSONS

Apax Europe VII Investments Sàrl

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

Luxembourg

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

10,325,428*

SOLE DISPOSITIVE POWER

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,325,428*

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o

CERTAIN SHARES (See Instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.9%**

14.

TYPE OF REPORTING PERSON (See Instructions)

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SCHEDULE 13D

NAME OF REPORTING PERSONS

Apax Europe VII Bridge Holdco Ltd

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

10,325,428*

SOLE DISPOSITIVE POWER

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,325,428*

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o

CERTAIN SHARES (See Instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.9%**

14.

TYPE OF REPORTING PERSON (See Instructions)

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SCHEDULE 13D

NAME OF REPORTING PERSONS

Apax Partners Worldwide LLP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

10,325,428*

SOLE DISPOSITIVE POWER

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,325,428*

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o

CERTAIN SHARES (See Instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.9%**

14.

TYPE OF REPORTING PERSON (See Instructions)

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SCHEDULE 13D

NAME OF REPORTING PERSONS

Apax US VII, L.P.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

10,325,428*

SOLE DISPOSITIVE POWER

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,325,428*

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o

CERTAIN SHARES (See Instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.9%**

14.

TYPE OF REPORTING PERSON (See Instructions)

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SCHEDULE 13D

NAME OF REPORTING PERSONS

Apax US VII GP, L.P.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

10,325,428*

SOLE DISPOSITIVE POWER

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,325,428*

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o

CERTAIN SHARES (See Instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.9%**

14.

TYPE OF REPORTING PERSON (See Instructions)

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SCHEDULE 13D

NAME OF REPORTING PERSONS

Apax US VII GP, Ltd.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

10,325,428*

SOLE DISPOSITIVE POWER

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,325,428*

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o

CERTAIN SHARES (See Instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.9%**

14.

TYPE OF REPORTING PERSON (See Instructions)

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SCHEDULE 13D

NAME OF REPORTING PERSONS

Morgan Stanley*

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) x

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

10,325,428**

SOLE DISPOSITIVE POWER

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,325,428 **

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o

CERTAIN SHARES (See Instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.9%***

14.

TYPE OF REPORTING PERSON (See Instructions)

* In accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this Statement (as defined below) reflects the securities beneficially owned by certain operating units (collectively, the "MS Reporting

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*** The calculation of the percentage is based on 39,842,229 Common Shares being issued and outstanding as of February 25, 2007, which number is based on the representations made by Hub International Limited in the Arrangement Agreement described in Items 3 and 4 hereof.

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SCHEDULE 13D

NAME OF REPORTING PERSONS

Morgan Stanley Principal Investments, Inc.*

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) x

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

10,325,428**

SOLE DISPOSITIVE POWER

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,325,428**

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o

CERTAIN SHARES (See Instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.9%***

14.

TYPE OF REPORTING PERSON (See Instructions)

Units") of Morgan Stanley and its subsidiaries and affiliates (collectively,

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"MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

** Beneficial ownership of the common shares of Hub International Limited (the “Common Shares”) referred to herein is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Shares as a result of the Voting Agreement described in Items 3 and 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

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Item 1. Security and Issuer.

This Statement on Schedule 13D (the “Statement”) relates to the common shares (the “Common Shares”) of Hub International Limited, a Canadian corporation (the “Company”). The principal executive offices of the Company are located at 55 East Jackson Blvd., Chicago, IL 60604.

Item 2. Identity and Background.

This Statement is being filed jointly by the following (each a “Reporting Person” and collectively, the “Reporting Persons”): (i) Maple Tree Acquisition Corporation, a British Columbia company (“Maple Tree”), (ii) 0783521 B.C. Ltd., a British Columbia company (“0783521 B.C.”), which is the sole shareholder of Maple Tree, (iii) Apax Maple 2 Sàrl, a Luxembourg société à responsabilité limitée (“Maple 2”), which is the sole shareholder of 0783521 B.C., (iv) Apax Maple 1 Sàrl, a Luxembourg société à responsabilité limitée (“Maple 1”), which is the sole shareholder of Maple 2, (v) APAX EUROPE MAPLE S.A.R.L., a Luxembourg société à responsabilité limitée (“Europe Maple”), which is the sole shareholder of Maple 1, (vi) Apax Europe VII Investments Sàrl, a Luxembourg société à responsabilité limitée (“Europe VII Investments”), which is the sole shareholder of Europe Maple, (vii) Apax Europe VII Bridge Holdco Ltd, a United Kingdom private company limited by shares (“Bridge Holdco”), which is the sole shareholder of Europe VII Investments, (viii) Apax Partners Worldwide LLP, a United Kingdom limited liability partnership (“Apax Worldwide”), which is the sole shareholder of Bridge Holdco, (ix) Apax US VII, L.P., a Cayman Islands exempted limited partnership (“US VII”), (x) Apax US VII GP, L.P., a Cayman Islands exempted limited partnership (“US VII GP”), which is the general partner of US VII, (xi) Apax US VII GP, Ltd., a Cayman Islands exempted company (“US VII Ltd.”), which is the general partner of US VII GP, (xii) Morgan Stanley, a Delaware corporation, and (xiii) Morgan Stanley Principal Investments, Inc., a Delaware corporation and a wholly-owned subsidiary of Morgan Stanley (“MSPI”).

Adrian Beecroft, Stephen Grabiner, Martin Halusa, John Megrue and Michael Phillips are members of the Executive Committee (the “Executive Committee”) of Apax Worldwide (the “Executive Committee Members”). The Executive Committee of Apax Worldwide has the power and authority to carry out the powers, objectives and purposes of Apax Worldwide.

Maple Tree has been formed solely for the purpose of entering into the Arrangement Agreement (as defined below) and consummating the transactions described therein. 0783521 B.C. owns outstanding equity securities of Maple Tree and does not engage in any other business. Maple 2 owns outstanding equity securities of 0783521 B.C. and does not engage in any other business. Maple 1 owns outstanding equity securities of Maple 2 and does not engage in any other business. Europe Maple owns outstanding equity securities of Maple 1 and does not engage in any other business. The principal business of Europe VII Investments is to make investments in, buy, sell, hold, pledge and assign securities. Bridge Holdco is the sole shareholder of Europe VII Investments and does not engage in any other business. The principal business of Apax Worldwide is to serve as an investment advisor. The principal business of US VII is to make investments in, buy, sell, hold, pledge and assign securities. The principal

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business of US VII GP is to be the general partner of US VII. The principal business of US VII Ltd. is to be the general partner of US VII GP. Morgan Stanley is a leading global financial services firm providing a wide range of investment banking, securities, investment management, wealth management and credit services. The firm’s employees service clients worldwide, including corporations, governments, institutions, and individuals from more than 600 offices in 30 countries. MSPI is a Morgan Stanley capital investment vehicle.

Pursuant to letter agreements dated as of February 25, 2007 (the “Equity Commitment Letters”) each of US VII, Europe VII Investments and MSPI has committed (subject to the terms and conditions set forth in its respective Equity Commitment Letter) to purchase equity securities of Maple Tree for purposes of funding the Arrangement, as defined below. Pursuant to a letter agreement dated as of February 25, 2007 (the “Letter Agreement”) among MSPI, US VII and Apax Worldwide (together, “Apax”), the parties thereto have agreed to certain terms relating to the investment in, and governance of, Maple Tree. The Letter Agreement contemplates that concurrently with or prior to the closing of the transactions contemplated by the Arrangement Agreement (as defined below), Apax and MSPI shall enter into a shareholders agreement pursuant to which MSPI shall have the right to appoint one member of the board of directors of Maple Tree and Apax shall have the right to appoint the remaining members of the board of directors of Maple Tree.

Based on the foregoing and the transactions and relationships described herein, the Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The filing of this Statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group.

The principal place of business and principal office of Maple Tree, 0783521 B.C., US VII, US VII GP, and US VII Ltd is 153 East 53rd Street, 53rd floor, New York, New York 10022. The principal place of business and principal office of Maple 2, Maple 1, Europe Maple and Europe VII Investments is 41, boulevard Prince Henri, L-1724 Luxembourg. The principal place of business and principal office of Bridge Holdco and Apax Worldwide is 15 Portland Place, London W1B 1PT, United Kingdom. The principal place of business and principal office of Morgan Stanley and MSPI is 1585 Broadway, New York, New York, 10036.

The name, citizenship, business address and the present principal occupation or employment (and the name and principal business and address of any organization in which such employment is conducted) of each director or executive officer of the Reporting Persons, and if applicable, of each person controlling the Reporting Persons (and of each executive officer and director thereof) is set forth on Schedule A.

Except as set forth on Schedule B, during the last five years, neither the Reporting Persons nor, to the knowledge of any Reporting Person, any other person or entity referred to in this Item 2 (including those listed on Schedule A hereto): (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such

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proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Reference is made to the Voting Agreement, dated as of February 25, 2007 (the “Voting Agreement”), by and between Fairfax Holdings Limited, a Canadian corporation (“Fairfax”), and Maple Tree.

In connection with the Arrangement Agreement described in Item 4, as a condition to the willingness of Maple Tree to enter into the Arrangement Agreement and in order to induce Maple Tree to enter into the Arrangement Agreement, Fairfax entered into the Voting Agreement with Maple Tree. By reason of Fairfax and Maple Tree entering into the Voting Agreement, Maple Tree may be deemed to have acquired beneficial ownership of the Common Shares that are the subject of the Voting Agreement. By virtue of their direct and indirect ownership of Maple Tree’s capital stock or the Equity Commitment Letters, the Reporting Persons may be deemed to have acquired beneficial ownership of the Common Shares that are the subject of the Voting Agreement. Each of the Reporting Persons, however, disclaims any such beneficial ownership.

The Reporting Persons have not paid any consideration to Fairfax in connection with the execution and delivery of the Voting Agreement.

Maple Tree anticipates that it will fund the transactions contemplated by the Arrangement Agreement through a combination of debt and equity financing.

For a more detailed description of the Voting Agreement, see Item 4 below, which description is incorporated herein by reference in response to this Item 3.

Item 4. Purpose of Transaction.

Arrangement Agreement

On February 25, 2007, the Company entered into an Arrangement Agreement (the “Arrangement Agreement”) to be acquired by Maple Tree. Certain members of the Company’s senior management team (collectively, the “Rollover Shareholders”), have agreed in principle to exchange a portion of their Common Shares and stock options to purchase Common Shares (“Company Options”) for shares and options of Maple Tree or an affiliate thereof.

Under the terms of the Arrangement Agreement, Maple Tree will acquire all of the outstanding Common Shares, other than certain Common Shares held by Rollover Shareholders, pursuant to a Plan of Arrangement (the “Arrangement”) under the Canada Business Corporations Act (the “CBCA”). At the effective time of the Arrangement (the “Effective Time”), each Common Share, other than any Common Shares exchanged by the Rollover Shareholders or by

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shareholders who properly exercise dissent rights under the CBCA (“Dissenting Shareholders”), will be deemed to be transferred to Maple Tree in consideration for the right to receive a cash payment from the Company in the amount equal to US$40.00, without interest. Each Company Option that has not been exercised prior to the date of the Effective Time, other than Company Options exchanged by Rollover Shareholders, will be cancelled by the Company in consideration for the right to receive a cash payment from the Company in an amount equal to the difference between US$40.00 and the exercise price of such Company Option, less any amounts the Company is required to withhold for taxes. Each of the Company’s restricted share units (“Company RSUs”) that by its terms accelerates at the Effective Time will be cancelled in consideration for the right to receive a cash payment from the Company in the amount equal to US$40.00, less any amounts the Company is required to withhold for taxes. Each Company RSU that does not by its terms accelerate at the Effective Time will remain in effect, with appropriate adjustments determined by the Company pursuant to the terms of the Company’s equity incentive plan under which such Company RSU was issued, and will vest in accordance with its terms, unless the Company and Maple Tree determine on or prior to the Effective Date to accelerate the vesting of such Company RSU. Common Shares held by Dissenting Shareholders will be deemed to be transferred to Maple Tree at the Effective Time in consideration for the right to receive an amount determined and payable in accordance with the provisions of the CBCA.

Consummation of the Arrangement is subject to approval of the Arrangement by the Company’s shareholders, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Competition Act (Canada) and the Investment Canada Act and other customary closing conditions.

Voting Agreement

As noted in Item 3 above, in connection with the Arrangement Agreement, as a condition to the willingness of Maple Tree to enter into the Arrangement Agreement and in order to induce Maple Tree to enter into the Arrangement Agreement, on February 25, 2007, Maple Tree and Fairfax entered into the Voting Agreement. Pursuant to the Voting Agreement, Fairfax agreed that during the period commencing on February 25, 2007 and ending immediately prior to the termination of the Voting Agreement in accordance with its terms (the “Voting Period”), at any meeting of the shareholders of the Company, however called, or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought from the shareholders of the Company in respect of the transactions contemplated by the Arrangement Agreement or a Company Acquisition Proposal (as defined below), Fairfax shall, and shall cause its subsidiaries to, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Securities (as defined below) to be counted as present thereat for the purpose of establishing a quorum and (ii) vote (or cause to be voted) in person or by proxy the Covered Securities in favor of the Arrangement Resolution (as defined below), the Arrangement, the Plan of Arrangement and the transactions contemplated by the Arrangement Agreement and Plan of Arrangement and (iii) vote (or cause to be voted) the Covered Securities against (A) any extraordinary corporate transaction (other than the Arrangement), such as a merger, consolidation, arrangement,

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amalgamation, business combination, tender or exchange offer, takeover bid, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Arrangement), any other Company Acquisition Proposal or any action that would delay, prevent or frustrate the Arrangement, and (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Arrangement Agreement.

“Arrangement Resolution” means the special resolution (to, among other things, authorize, approve and adopt the Arrangement), substantially in the form attached to the Arrangement Agreement, to be submitted by the Company to the shareholders of the Company for approval.

“Company Acquisition Proposal” means any inquiry, proposal or offer from any Person or “group” (within the meaning of Section 13(d)(3) of the Unites States Securities Act of 1934, as amended) other than Parent or its affiliates relating to any direct or indirect acquisition or purchase, in a single transaction or series of related transactions, of a business that constitutes 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole, or 20% or more of any class or series of Company Securities, any tender offer, take-over bid or exchange offer that if consummated would result in any person or “group” beneficially owning 20% or more of any class or series of Company Securities, or any amalgamation, merger, plan of arrangement, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any subsidiary or subsidiaries of the Company whose business constitutes 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole).

“Company Securities” means (i) shares of capital stock or other voting securities of the Company; (ii) securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company or its subsidiaries, other than outstanding options to acquire Common Shares; (iii) outstanding options to acquire Common Shares or other rights or options to acquire from the Company or its subsidiaries, or obligations of the Company or its subsidiaries to issue, any shares of capital stock, voting securities or securities convertible into or exchangeable for shares of capital stock or voting securities of the Company or such subsidiary, as the case may be; or (iv) equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights.

“Covered Securities” means the Common Shares of which Fairfax has beneficial ownership (within the meaning provided in Rule 13d-3 promulgated under the Unites States Securities Act of 1934, as amended), over which Fairfax has investment authority and of which Fairfax has the power to vote and dispose, together with any additional Common Shares and/or other securities directly or indirectly convertible into or exercisable or exchangeable for Common Shares and/or other voting securities of the Company, the beneficial ownership of which is acquired by Fairfax during the Voting Period.

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In connection with its performance under the Voting Agreement, Fairfax undertook that: (i) if so requested by Maple Tree, it shall, no later than five days prior to the date of the meeting of the Company’s shareholders to be held for the purpose of obtaining the approval of the Arrangement (the “Company Meeting”), deliver or cause to be delivered by its subsidiaries to the Company, with a copy to Maple Tree concurrently, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favor of the Arrangement and, if necessary, to vote against any Company Acquisition Proposal (other than the Arrangement); (ii) such proxy or proxies shall name such individuals as may be designated by Maple Tree; and (iii) such proxy or proxies will not be revoked (and Fairfax shall cause its subsidiaries that own Covered Securities not to revoke) without the written consent of Maple Tree, unless the Voting Agreement is terminated in accordance with its terms. Fairfax also revoked (on its behalf and on behalf of its subsidiaries that own Covered Securities) any and all previous proxies granted that may conflict or be inconsistent with the matters set forth in the Voting Agreement and Fairfax agreed not to, directly or indirectly, grant (or cause or permit any such subsidiary to grant) any proxy or power of attorney with respect to the matters set forth in the Voting Agreement.

Other than pursuant to the terms of the Voting Agreement or the Plan of Arrangement, without the prior written consent of Maple Tree, during the Voting Period, Fairfax has agreed to not, directly or indirectly, or cause or permit any Subsidiary of the Shareholder to, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Covered Securities or (ii) sell, pledge, assign, transfer, encumber or otherwise dispose of (including by merger, consolidation or otherwise by operation of law), or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect assignment, transfer, encumbrance or other disposition of (including by merger, consolidation or otherwise by operation of law) any Covered Securities.

Except as otherwise provided in the Voting Agreement, Fairfax has agreed (on behalf of itself and its representatives): (i) to immediately cease or cause to be terminated any existing solicitation by Fairfax with any persons which could reasonably be expected to lead to any Company Acquisition Proposal; and (ii) not to, directly or indirectly, through any officer, director, employee, representative, advisor or agent, make, solicit, initiate, facilitate, entertain, encourage or promote any inquiries or proposals regarding, constituting or that may reasonably be expected to lead to a Company Acquisition Proposal or a change of control of the Company or would or could, in any case, result in the sale or other disposition of all or substantially all of the assets of the Company.

Notwithstanding anything to the contrary contained in the Voting Agreement, in no event shall the provisions of the Voting Agreement (i) restrict the actions of any individual serving on the Board of Directors of the Company, regardless of whether such individual is also an officer, director, employee or other representative of Fairfax or (ii) restrict any action taken by the Company, or by Fairfax at the request of the Company, to make, solicit, initiate, facilitate, entertain, encourage or promote any Company Acquisition Proposal in accordance with the terms of the Voting Agreement.

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Following the consummation of the Arrangement, Maple Tree will have the ability to effect changes to the Company’s Articles of Incorporation, By-laws and board of directors.

Following the consummation of the Arrangement, Maple Tree intends that the Common Shares will be delisted from New York Stock Exchange and the Toronto Stock Exchange and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act.

The foregoing summaries of the Arrangement Agreement and Voting Agreement are qualified in their entirety by reference to these agreements. A copy of the Voting Agreement is an exhibit hereto and a copy of the Arrangement Agreement was filed with the Securities and Exchange Commission on February 27, 2007, as Exhibit 2.1 to the Company’s Form 8-K, which in incorporated herein by reference as an exhibit hereto.

Item 5. Interest in Securities of the Issuer.

(a)

Pursuant to the Voting Agreement, the Reporting Persons may be deemed to beneficially own 10,325,428 Common Shares, which represents approximately 25.9% of the outstanding Common Shares. The calculation of such percentage is based on 39,842,229 Common Shares being issued and outstanding as of February 25, 2007, which number is based on the representations made by the Company in the Arrangement Agreement. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the Common Shares referred to herein for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

As members of the Executive Committee of Apax Worldwide, the Executive Committee Members may be deemed to beneficially own the securities subject to the Voting Agreements. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Executive Committee Members that he is the beneficial owner of any of the Common Shares referred to herein for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

To the knowledge of the Reporting Persons, none of the persons listed on Schedule A beneficially owns any Common Shares.

(b)

Pursuant to the Voting Agreements, all of the Reporting Persons may be deemed to have shared power to vote 10,325,428 Common Shares beneficially owned by Fairfax.

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(c)

Except for the Arrangement Agreement and the Voting Agreement, and the transactions contemplated by those agreements, none of the Reporting Persons nor, to the knowledge of any of the Reporting Persons, any other person or entity referred to in Item 2 (including those listed on Schedule A hereto), has effected any transaction in Common Shares during the past sixty days.

(d)

To the knowledge of any of the Reporting Persons, except for Fairfax and its subsidiaries, no other person possesses any right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Covered Securities.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except for the arrangements described in Items 3, 4 or 5 of this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or, to the knowledge of any of the Reporting Persons, any other person or entity referred to in Item 2 (including those listed on Schedule A hereto), or between such persons and any other person, with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

A.	Joint Filing Undertaking dated as of March 7, 2007 by and among Maple Tree, 0783521 B.C., Maple 2, Maple 1, Europe Maple, Europe VII Investments, Bridge Holdco, Apax Worldwide, US VII, US VII GP, US VII Ltd., Morgan Stanley and MSPI.

B.	Arrangement Agreement dated as of February 25, 2007 by and between the Company and Maple Tree.

C.	Voting Agreement dated as of February 25, 2007 by and between Fairfax and Maple Tree.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: March 7, 2007

MAPLE TREE ACQUISITION CORPORATION

By:

/s/ William Logan

Name: William Logan

Title: Treasurer

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0783521 B.C. Ltd.

By:

/s/ William Logan

Name: William Logan

Title: Treasurer

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	APAX MAPLE 2 SÀRL
	By:	/s/ Geoffrey Henry
	Name: Geoffrey Henry Title: Class A Director
	By:	/s/ Stephen Kempen
	Name: Stephen Kempen Title: Class B Director

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	APAX MAPLE 1 SÀRL
	By:	/s/ Geoffrey Henry
	Name: Geoffrey Henry Title: Class A Director
	By:	/s/ Stephen Kempen
	Name: Stephen Kempen Title: Class B Director

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	APAX EUROPE MAPLE S.A.R.L.
	By:	/s/ Geoffrey Henry
	Name: Geoffrey Henry Title: Class A Director
	By:	/s/ Stephen Kempen
	Name: Stephen Kempen Title: Class B Director

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	APAX EUROPE VII INVESTMENTS SÁRL By: Apax Partners Europe Managers Ltd., its manager
	By:	/s/ Peter Englander
	Name: Peter Englander Title: Director
	By:	/s/ Adrian Beecroft
	Name: Adrian Beecroft Title: Director

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APAX EUROPE VII BRIDGE HOLDCO LTD.

By:

/s/ Stephen Tilton

Name: Stephen Tilton

Title: Authorized Signatory

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	APAX PARTNERS WORLDWIDE LLP
	By:	/s/ Paul Fitzsimons
	Name: Paul Fitzsimons Title: Member
	By:	/s/ Andrew Barrett
	Name: Andrew Barrett Title: Member

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APAX US VII, L.P.

By: Apax US VII GP, L.P., its general partner

By: Apax US VII GP, Ltd., its general partner

By:

/s/ Peter Jeton

Name: Peter Jeton

Title: Authorized Signatory

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APAX US VII GP, L.P.

By: Apax US VII GP, Ltd., its general partner

By:

/s/ Peter Jeton

Name: Peter Jeton

Title: Authorized Signatory

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APAX US VII GP, Ltd.

By:

/s/ Peter Jeton

Name: Peter Jeton

Title: Authorized Signatory

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MORGAN STANLEY

By:

/s/ Dennine Bullard

Name: Dennine Bullard

Title: Authorized Signatory

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MORGAN STANLEY PRINCIPAL INVESTMENTS, INC.

By:

/s/ Edgar A. Sabounghi

Name: Edgar A. Sabounghi

Title: Vice President

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Schedule A

Set forth below is the name, citizenship, business address and the present principal occupation or employment (and the name and principal business and address of any organization in which such employment is conducted) of each director or executive officer of the Reporting Persons, and if applicable, of each person controlling the Reporting Persons (and of each executive officer and director thereof).

Name	Citizenship	Business Address	Present Principal Occupation or Employment
Paul Adrian Barlow Beecroft	United Kingdom	15 Portland Place, London W1B 1PT, United Kingdom	Partner and Executive Committee Member of Apax Partners Worldwide LLP
Martin Christoph Halusa	Austria	15 Portland Place, London W1B 1PT, United Kingdom	Partner and Executive Committee Member of Apax Partners Worldwide LLP
Nico Hansen	Germany	153 East 53rd Street 53rd Floor New York, NY 10022	Partner of Apax Partners, L.P., Vice President of 0783587 B.C. Ltd., Vice President of Maple Tree Acquisition Corporation
Geoffrey Henry	Belgium	41 boulevard Prince Henri, L-1724 Luxembourg	Chartered accountant, Class A Director/Manager of Apax Europe VII Investments Sárl, APAX EUROPE MAPLE S.A.R.L., Apax Maple 1 Sárl, Apax Maple 2 Sárl
Stephen Grabiner	United Kingdom	15 Portland Place, London W1B 1PT, United Kingdom	Partner and Executive Committee Member of Apax Partners Worldwide LLP
Stephen Green	United Kingdom	15 Portland Place, London W1B 1PT, United Kingdom	Partner of Apax Partners Worldwide LLP, Director and President of 0783587 B.C. Ltd., Director and President of Maple Tree Acquisition Corporation
Peter Jeton	United States	153 East 53rd Street 53rd Floor, New York NY 10022	Partner of Apax Partners, L.P., Chief Operating Officer of Apax US VII GP, Ltd.
Stephen Kempen	United Kingdom and South Africa	15 Portland Place, London W1B 1PT, United Kingdom	Director of Funds Administration of Apax Partners Worldwide LLP, Class B Director/Manager of Apax Europe VII Investments Sárl, APAX EUROPE MAPLE S.A.R.L., Apax Maple 1 Sárl, Apax Maple 2 Sárl
William Logan	United States	153 East 53rd Street 53rd Floor, New York NY 10022	Partner of Apax Partners, L.P., Director and Treasurer of 0783587 B.C. Ltd., Director and Treasurer of Maple Tree Acquisition Corporation
Liz Long	United Kingdom	15 Portland Place, London W1B 1PT, United Kingdom	Compliance Officer of Apax Partners Worldwide LLP, Director of Apax Europe VII Bridge Holdco Ltd

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John F. Megrue	United States	153 East 53rd Street 53rd Floor, New York NY 10022	CEO of Apax Partners, L.P., Executive Committee Member of Apax Partners Worldwide LLP, Director of Apax US VII GP, Ltd.
Stef Oostvogels	Luxembourg	20, Avenue Monterey, L-2163 Luxembourg	Partner of Oostvogels Pfister Roemers (law firm), Class A Director/Manager of Apax Europe VII Investments Sárl, APAX EUROPE MAPLE S.A.R.L., Apax Maple 1 Sárl, Apax Maple 2 Sárl
Michael Robert Phillips	United States and Canada	15 Portland Place, London W1B 1PT, United Kingdom	Partner and Executive Committee Member of Apax Partners Worldwide LLP
Stephen Tilton	United Kingdom	15 Portland Place, London W1B 1PT, United Kingdom	Compliance Officer of Apax Partners Worldwide LLP, Director of Apax Europe VII Bridge Holdco Ltd
Mitch Truwit	United States	153 East 53rd Street 53rd Floor, New York NY 10022	Partner of Apax Partners, L.P., Director and Secretary of 0783587 B.C. Ltd., Director and Secretary of Maple Tree Acquisition Corporation,
David Williams	United Kingdom	15 Portland Place, London W1B 1PT, United Kingdom	Partner of Apax Partners Worldwide LLP, Class B Director/Manager of Apax Europe VII Investments Sárl, APAX EUROPE MAPLE S.A.R.L., Apax Maple 1 Sárl, Apax Maple 2 Sárl

Morgan Stanley

The business address of each of the directors or executive officers is that of Morgan Stanley at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Morgan Stanley and each individual is a United States citizen.

Name	Title
*John J. Mack	Chairman of the Board and Chief Executive Officer
*Roy J. Bostock	Chairman of the Partnership for a Drug-Free America
*Erskine B. Bowles	President of the University of North Carolina
*Howard J. Davies¹	Director, The London School of Economics and Political Science
*C. Robert Kidder	Chairman and Chief Executive Officer, 3 Stone Advisors LLC

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*Donald T. Nicolaisen	Director
*Charles H. Noski	Director
*Hutham S. Olayan	President, Chief Executive Officer and Director of Olayan America Corporation
*Charles E. Phillips, Jr.	President and Director of Oracle Corporation
*O. Griffith Sexton	Adjunct professor of finance at Columbia Business School
*Laura D’Andrea Tyson	Professor of Economics and Business (since January 2007) at the Walter A. Haas School of Business at the University of California, Berkeley
*Klaus Zumwinkel²	Chairman of the Board of Management of Deutsche Post AG
Zoe Cruz	Co-President
Gary G. Lynch	Chief Legal Officer
Eileen K. Murray	Head of Global Operations and Technology
Thomas R. Nides	Executive Vice President and Chief Administrative Officer and Secretary
Robert W. Scully	Co-President
David H. Sidwell	Executive Vice President and Chief Financial Officer

¹ Howard Davies is an English citizen

² Klaus Zumwinkel is a German citizen

*Director

Morgan Stanley Principal Investments, Inc.

The business address of each of the directors or executive officers is that of Morgan Stanley Principal Investments, Inc. is that of Morgan Stanley Principal Investments, Inc. at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each

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occupation set forth opposite an individual’s name refers to Morgan Stanley Principal Investments, Inc., and each individual is a United States citizen.

Name	Title
Thomas E. Doster*	Managing Director of Morgan Stanley, the business address of which is the same as that of Morgan Stanley Principal Investments, Inc.
Edgar A. Sabounghi*	Managing Director of Morgan Stanley, the business address of which is the same as that of Morgan Stanley Principal Investments, Inc.
Michael J. Petrick	President
David Bersh	Vice President
James E. Bolin	Vice President
Thomas E. Doster	Vice President
Edgar Legaspi	Vice President
Louis A. Palladino, Jr.	Vice President
Edgar A. Sabounghi	Vice President
Bruce R. Sandberg	Vice President
Elliot Tannenbaum	Vice President
Martin M. Cohen	Secretary
Charlene R. Herzer	Assistant Secretary
Susan M. Krause	Assistant Secretary
VACANCY	Treasurer
Jacqueline T. Brody	Assistant Treasurer
Kathleen C. McNally-Reynolds	Assistant Treasurer

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Schedule B

Unless the context otherwise requires, for purposes of this Schedule B only, the term “Morgan Stanley” means Morgan Stanley and its consolidated subsidiaries.

In April 2003, Morgan Stanley & Co. Incorporated (“MS&Co.”), along with nine other financial services firms operating in the U.S., reached a settlement with the Securities and Exchange Commission (“SEC”), the New York State Attorney General’s Office, the New York Stock Exchange (“NYSE”), the National Association of Securities Dealers, Inc. (“NASD”), and the North American Securities Administrators Association (on behalf of state securities regulators) to resolve their investigations relating to alleged research conflicts of interest. Without admitting or denying allegations with respect to violations of certain rules of the NYSE and NASD relating to investment research activities (there were no allegations of fraud or federal securities law violations made against MS&Co.), Morgan Stanley agreed, among other things, to (1) pay $25 million as a penalty, (2) pay $25 million as disgorgement of commissions and other monies, (3) provide $75 million over five years to make available independent third-party research to clients and (4) be permanently enjoined from violating certain rules of the NYSE and NASD relating to investment research activities.

In November 2003, Morgan Stanley DW Inc. (“MSDWI”) consented, without admitting or denying the findings, to an entry of an order (the “Order”) that resolved the SEC’s and NASD’s investigations into certain practices relating to MSDWI’s offer and sale of certain mutual funds from January 1, 2000 to the date of the Order. Pursuant to the Order, MSDWI was ordered to (1) cease and desist from committing any violations and any future violations of Section 17(a)(2) of the Securities Act of 1933, as amended, and Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (2) distribute for the benefit of certain customers who purchased funds through MSDWI pursuant to marketing arrangements between MSDWI and certain mutual fund complexes the amount of $50 million and (3) make certain disclosures and take certain other actions with respect to proprietary mutual funds.

In November 2004, Morgan Stanley reached a settlement with the SEC to resolve an informal accounting investigation by executing an offer of settlement and agreeing to entry of a cease-and desist order. The SEC found that Morgan Stanley valued certain impaired aircraft in its aircraft leasing business in late 2001, late 2002 and early 2003, and certain bonds in its high-yield bond portfolio in late 2000, in a manner that did not comply with generally accepted accounting principles, and thus violated financial reporting, recordkeeping and internal control provisions of the federal securities laws. The resolution did not involve any restatement of past financial statements, any monetary penalty or any allegation of fraud.

In December 2004, MS&Co. and MSDWI reached a settlement with the NYSE under which Morgan Stanley executed two stipulations of facts and consent to penalty. The first stipulation was with respect to Morgan Stanley’s failure to comply with certain prospectus delivery requirements, operational deficiencies and other matters, and

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included a fine of $13 million. The second stipulation was with respect to employee defalcations, and included a fine of $6 million.

In January 2005, the SEC announced a settlement with MS&Co. and Goldman Sachs & Co. resolving the SEC’s investigation relating to initial public offering (“IPO”) allocation practices. The SEC filed a settled civil injunction action in the United States District Court for the District of Columbia against MS&Co. relating to the allocation of stock to institutional customers in IPOs underwritten during 1999 and 2000. Under the terms of the settlement, Morgan Stanley agreed, without admitting or denying the allegations, to the entry of a judgment enjoining it from violating Rule 101 of Regulation M and the payment of a $40 million civil penalty. The court approved the settlement on February 4, 2005. The complaint alleges that MS&Co. violated Rule 101 of Regulation M by attempting to induce certain customers who received allocations of IPOs to place purchase orders for additional shares in the aftermarket.

In May 2006, MS&Co. reached a settlement with the SEC, NYSE and NASD relating to its production of email in the research analyst and IPO investigations from December 2000 through at least July 2005. The complaint alleges that Morgan Stanley did not timely produce emails in response to requests in those matters because it did not diligently search for back-up tapes containing responsive emails until 2005, and because it over-wrote back-up tapes potentially containing responsive email until at least December 2002. Without admitting or denying the allegations of the complaint, Morgan Stanley consented to (1) a permanent injunction barring future violations of §17(b) of the Exchange Act (which requires, among other things, that Morgan Stanley respond promptly to SEC subpoenas and requests) and the relevant regulations promulgated thereunder and (2) the payment of a $15 million civil penalty, $5 million of which will be paid to NASD and the NYSE.

In addition, MS&Co. and MSDWI have been involved in a number of civil proceedings which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violation of federal or state securities laws. Each of these proceedings was settled by MS&Co. and MSDWI consenting to the entry of an order without admitting or denying the allegations in the complaint. All of such proceedings are reported and summarized in the MS&Co. Form BD and the MSDWI Form BD filed with the SEC, which descriptions are hereby incorporated by reference.

Page 55 of 68

Exhibit A

JOINT FILING UNDERTAKING

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.

The execution and filing of this agreement shall not be construed as an admission that the below-named parties are a group, or have agreed to act as a group.

Dated: March 7, 2007

MAPLE TREE ACQUISITION CORPORATION

By:

/s/ William Logan

Name: William Logan

Title: Treasurer

Page 56 of 68

0783521 B.C. Ltd.

By:

/s/ William Logan

Name: William Logan

Title: Treasurer

Page 57 of 68

	APAX MAPLE 2 SÀRL
	By:	/s/ Geoffrey Henry
	Name: Geoffrey Henry Title: Class A Director
	By:	/s/ Stephen Kempen
	Name: Stephen Kempen Title: Class B Director

Page 58 of 68

	APAX MAPLE 1 SÀRL
	By:	/s/ Geoffrey Henry
	Name: Geoffrey Henry Title: Class A Director
	By:	/s/ Stephen Kempen
	Name: Stephen Kempen Title: Class B Director

Page 59 of 68

	APAX EUROPE MAPLE S.A.R.L.
	By:	/s/ Geoffrey Henry
	Name: Geoffrey Henry Title: Class A Director
	By:	/s/ Stephen Kempen
	Name: Stephen Kempen Title: Class B Director

Page 60 of 68

	APAX EUROPE VII INVESTMENTS SÀRL By: Apax Partners Europe Managers Ltd., its manager
	By:	/s/ Peter Englander
	Name: Peter Englander Title: Director
	By:	/s/ Adrian Beecroft
	Name: Adrian Beecroft Title: Director

Page 61 of 68

APAX EUROPE VII BRIDGE HOLDCO LTD.

By:

/s/ Stephen Tilton

Name: Stephen Tilton

Title: Authorized Signatory

Page 62 of 68

	APAX PARTNERS WORLDWIDE LLP
	By:	/s/ Paul Fitzsimons
	Name: Paul Fitzsimons Title: Member
	By:	/s/ Andrew Barrett
	Name: Andrew Barrett Title: Member

Page 63 of 68

APAX US VII, L.P.

By: Apax US VII GP, L.P., its general partner

By: Apax US VII GP, Ltd., its general partner

By:

/s/ Peter Jeton

Name: Peter Jeton

Title: Authorized Signatory

Page 64 of 68

APAX US VII GP, L.P.

By: Apax US VII GP, Ltd., its general partner

By:

/s/ Peter Jeton

Name: Peter Jeton

Title: Authorized Signatory

Page 65 of 68

APAX US VII GP, Ltd.

By:

/s/ Peter Jeton

Name: Peter Jeton

Title: Authorized Signatory

Page 66 of 68

MORGAN STANLEY

By:

/s/ Dennine Bullard

Name: Dennine Bullard

Title: Authorized Signatory

Page 67 of 68

MORGAN STANLEY PRINCIPAL INVESTMENTS, INC.

By:

/s/ Edgar A. Sabounghi

Name: Edgar A. Sabounghi

Title: Vice President

Page 68 of 68

EX-99 2 mapletree2-23votingagt.htm MAPLE TREE VOTING AGREEMENT

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”), dated as of February 25, 2007 is made by and between Fairfax Financial Holdings Limited, a Canadian corporation (the “Shareholder”), and Maple Tree Acquisition Corporation, a company incorporated under the laws of British Columbia (“Parent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Arrangement Agreement (as defined below).

RECITALS:

WHEREAS, concurrently herewith, Parent and Hub International Limited, a Canadian corporation (the “Company”), are entering into an Arrangement Agreement dated as of the date hereof (the “Arrangement Agreement”), providing for the acquisition by Parent of all of the issued and outstanding common shares (the “Shares”) of the Company pursuant to a plan of arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act (the “CBCA”) upon the terms and subject to the conditions set forth in the Arrangement Agreement.

WHEREAS, as of the date hereof, the Shareholder beneficially owns (within the meaning provided in Rule 13d-3 promulgated under the United States Securities Exchange Act of 1934, as amended), and has investment authority over, and the power to vote and dispose of, the number of Shares set forth opposite the Shareholder’s name on Schedule A hereto (the “Owned Shares”, and together with any additional shares and/or other securities directly or indirectly convertible into or exercisable or exchangeable for Shares and/or other voting securities of the Company, the beneficial ownership of which is acquired by such Shareholder during the period from and including the date hereof through and immediately prior to the termination of this Agreement in accordance with its terms, the “Covered Securities”).

WHEREAS, as a condition to the willingness of Parent to enter into the Arrangement Agreement, Parent has required that the Shareholder agree, and in order to induce Parent to enter into the Arrangement Agreement, the Shareholder has agreed, to enter into this Agreement with respect to (a) the Covered Securities and (b) certain other matters as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE 1

VOTING AGREEMENT

1.1.

Voting Agreement

The Shareholder hereby agrees that during the Voting Period (as defined below), at any meeting of the shareholders of the Company, however called, or at any adjournment or postponement thereof or in any other circumstances upon which a vote,

consent or other approval (including by written consent) is sought from the shareholders of the Company in respect of the transactions contemplated by the Arrangement Agreement or a Company Acquisition Proposal, the Shareholder shall, and shall cause its Subsidiaries to, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Securities to be counted as present thereat for the purpose of establishing a quorum and (ii) vote (or cause to be voted) in person or by proxy the Covered Securities in favor of the Arrangement Resolution, the Arrangement, the Plan of Arrangement and the transactions contemplated by the Arrangement Agreement and Plan of Arrangement and (iii) vote (or cause to be voted) the Covered Securities against (A) any extraordinary corporate transaction (other than the Arrangement), such as a merger, consolidation, arrangement, amalgamation, business combination, tender or exchange offer, takeover bid, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its Subsidiaries (other than pursuant to the Arrangement), any other Company Acquisition Proposal or any action that would delay, prevent or frustrate the Arrangement, and (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Arrangement Agreement. For the purposes of this Agreement, “Voting Period” shall mean the period commencing on the date hereof and ending immediately prior to the termination of this Agreement in accordance with its terms.

1.2.

Proxy

Shareholder undertakes that: (i) if so requested by the Parent, it shall, no later than five days prior to the date of the Company Meeting, deliver or cause to be delivered by its Subsidiaries to the Company, with a copy to Parent concurrently, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favor of the Arrangement and, if necessary, to vote against any Company Acquisition Proposal (other than the Arrangement); (ii) such proxy or proxies shall name such individuals as may be designated by Parent; and (iii) such proxy or proxies will not be revoked (and the Shareholder shall cause it Subsidiaries that own Covered Securities not to revoke) without the written consent of Parent, unless this Agreement is terminated in accordance with its terms. The Shareholder hereby revokes (on its behalf and on behalf of its Subsidiaries that own Covered Securities) any and all previous proxies granted that may conflict or be inconsistent with the matters set forth in Agreement and the Shareholder agrees not to, directly or indirectly, grant (or cause or permit any such Subsidiary to grant) any proxy or power of attorney with respect to the matters set forth in this Agreement.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES

OF THE SHAREHOLDER

The Shareholder hereby represents and warrants to Parent as follows:

2.1.

Valid Existence

The Shareholder is duly organized, validly subsisting under the laws of the jurisdiction of its incorporation.

2.2.

Authority Relative To This Agreement

The Shareholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by the Shareholder and constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms.

2.3.

No Conflict

(a)

The execution and delivery of this Agreement by the Shareholder do not, the performance of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, (i) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Shareholder or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under contract to which the Shareholder is a party.

(b)

The execution and delivery of this Agreement by the Shareholder do not, and the performance of its obligations under this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court or arbitrator or any governmental entity, agency or official, except for applicable requirements of the United States Securities Exchange Act of 1934, as amended.

2.4.

Ownership Of Shares

As of the date hereof, the Shareholder is the beneficial owner (within the meaning provided in Rule 13d-3 promulgated under the United States Securities Exchange Act of 1934, as amended) of the Owned Shares set forth opposite the Shareholder’s name on Schedule A hereto, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements, options, rights of first offer or refusal and any other encumbrances or arrangements whatsoever with respect to the ownership, transfer or other voting of the Owned Shares, other than as created by this Agreement. Shareholder does not beneficially own or exercise control or direction over, directly or indirectly, any securities of the Company except as set out in Schedule A hereto. Other than as provided in this Agreement, Shareholder is not, and no Subsidiary of the Shareholder that owns any Covered Securities is, currently obligated to grant and

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none of them has granted or has outstanding, any proxy in respect of any of the Owned Shares and none of them has entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to the Owned Shares. None of the Owned Shares held by the Shareholder or any such Subsidiary is the subject of any commitment, undertaking or agreement, the terms of which would affect in any way the ability of such Shareholder or any such Subsidiary to perform its, his or her obligations as set out in this Agreement or, once acquired by Parent, affect the ability of Parent to vote or otherwise enjoy full rights of ownership thereof. As of the date hereof, no proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Covered Securities. None of the Shareholder or any Subsidiary of the Shareholder that owns any Owned Securities has appointed or granted any proxy inconsistent with this Agreement with respect to the Covered Securities. All Owned Shares are owned directly by Shareholder, or indirectly through Subsidiaries of Shareholder as set forth on Schedule A hereto.

2.5.

Shareholder Has Adequate Information

The Shareholder is a sophisticated investor with respect to the Covered Securities and has independently and without reliance upon Parent and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. As of the date hereof, the Shareholder has full knowledge of and access to information concerning the Company and its Shares. Any factors peculiar to the Shareholder, including non-financial factors, that were considered relevant by the Shareholder in assessing the consideration offered under the Arrangement did not have the effect of reducing the consideration that would otherwise have been considered acceptable by the Shareholder. The Shareholder acknowledges that, unless and until this Agreement is terminated in accordance with its terms, the agreements contained herein with respect to the Covered Securities by the Shareholder are irrevocable.

2.6.

Reliance

The Shareholder understands and acknowledges that Parent is entering into the Arrangement Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement.

ARTICLE 3

COVENANTS OF THE SHAREHOLDER

The Shareholder hereby covenants and agrees as follows:

3.1.

No Transfer

Other than pursuant to the terms of this Agreement or the Plan of Arrangement, without the prior written consent of Parent, during the Voting Period, the Shareholder hereby agrees to not, directly or indirectly, or cause or permit any Subsidiary of the Shareholder to, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Covered Securities or (ii) sell, pledge,

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assign, transfer, encumber or otherwise dispose of (including by merger, consolidation or otherwise by operation of law), or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect assignment, transfer, encumbrance or other disposition of (including by merger, consolidation or otherwise by operation of law) any Covered Securities. Promptly following the date hereof, Shareholder (or the appropriate Subsidiaries of Shareholder that own Covered Securities) and Parent shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that, unless and until this Agreement is terminated in accordance with its terms, the Owned Shares may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of Parent or except in accordance with the terms and conditions of this Agreement. If any Covered Securities are acquired after the date hereof by the Shareholder or a Subsidiary thereof, the foregoing instructions shall be delivered upon acquisition of such Covered Securities.

3.2.

Dissent Rights

Shareholder covenants that it will not (and will not permit or cause any Subsidiary thereof to) exercise any rights of dissent provided under the Arrangement, any applicable laws (including the Canadian Business Corporations Act) or otherwise in connection with the approval of the Arrangement or any other corporate transaction considered at the Company Meeting.

3.3.

Notification

Shareholder agrees that it will promptly notify Parent in writing upon any representation or warranty of it contained in this Agreement becoming untrue in any material respect or upon an obligation of Shareholder or any Subsidiary thereof not being complied with in any material respect.

3.4.

Public Announcement

Shareholder shall consult with Parent before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of Parent, except as may be required by law.

3.5.

Additional Shares

Shareholder shall as promptly as practicable notify Parent of the number of any new Covered Securities acquired by the Shareholder or any Subsidiary thereof, if any, after the date hereof. Any such shares shall be subject to the terms of this Agreement as though beneficially owned by the Shareholder on the date hereof.

3.6.

Further Assurances

Subject to Section 3.8(b)(ii), the Shareholder hereby agrees to use its (and to cause its Subsidiaries to use their) commercially reasonable efforts to take, or cause to be

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taken, all actions, and to do, or cause to be done, and to assist and cooperate with the Company and Parent in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner possible, the Arrangement and the other transactions contemplated by the Arrangement Agreement and the Plan of Arrangement, and to carry out the intents and purposes of this Agreement. Subject to Section 3.8(b)(ii), the Shareholder agrees that it shall not enter into any agreement or understanding or make any commitment with any person that would violate any provision or agreement contained in this Agreement.

3.7.

Post Transaction Ownership

(a) Shareholder does not own directly or indirectly any shares, partnership interests, loans, indebtedness or options to acquire the foregoing (each of the foregoing an “Investment”) in Apax Partners, L.P. (“Sponsor 1”), Morgan Stanley Principal Investments, Inc. (“Sponsor 2”), or of the persons listed on Schedule “B-1” in respect of Sponsor 1 and Schedule “B-2” in respect of Sponsor 2 attached hereto (those persons identified on Schedule B-1 and Schedule B-2 together, the “Sponsor Related Parties”).

(b) From and after the date hereof, and for a period of 24 months following the Effective Date, Shareholder shall, and Shareholder shall cause any person to whom the Shareholder is “related” (within the meaning of subsection 251(2) of the Income Tax Act (Canada) the “ITA” as it currently reads) and in respect of which the Shareholder owns, directly or indirectly, a majority of the voting shares (such “related” person being a “Related Person”) to use commercially reasonable efforts not to (A) own, purchase or acquire, directly or indirectly an Investment in any of Parent, any of Parent's Subsidiaries listed on Schedule “C” attached hereto, Sponsor 1, Sponsor 2, or the Sponsor Related Parties or (B) make any Investment in an Affiliate of Parent that has made a direct or indirect Investment in Parent provided that such Affiliate has been identified by Parent in written notice (the “Notice”) to the attention of Shareholder received at least four weeks prior to the date on which the Shareholder or a Related Person otherwise intended to make the Investment in such Affiliate.

(c) Notwithstanding section 3.7(b), it is acknowledged and agreed that an investment in the securities of a corporation any class of which are listed on a stock exchange or otherwise publicly traded (excluding, for a period of 12 months following the Effective Date, the acquisition of shares of Morgan Stanley by the persons listed in Schedule “D”) will be permitted and shall not be treated as a contravention of section 3.7(b).

(d) Shareholder has no knowledge that a Related Person owns or has the intention as of the date hereof to acquire shares of Morgan Stanley.

(e) An investment in an Affiliate of Parent will not be treated as a breach of section 3.7(a) and (b) if the investment was made prior to actual receipt of the Notice, or an investment was made in a Person that was not an Affiliate of Parent at the time of investment and the Person subsequently merged, amalgamated or combined with a Person that was or became identified in a Notice.

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(f) This representation and covenant will be of no force or effect if an advance tax ruling is not issued to Parent by Canada Revenue Agency in respect of paragraph 88(1)(d) of the ITA other than for breach of section 3.7.

(g) The Parent covenants that it will advise the Shareholder of the status of the advance ruling application on a timely basis.

(h) Parent agrees that if it makes a payment to any person for providing the same or similar representation and covenant as received in this section 3.7, it shall forthwith make a payment to the Shareholder on a proportionate basis that its direct or indirect ownership of Shares bears to that direct or indirect ownership of Shares by the other person that received the payment.

3.8.

Non-Solicitation

(a)

Shareholder covenants and agrees (on behalf of itself and its Representatives):

(i) to immediately cease or cause to be terminated any existing solicitation by the Shareholder with any Persons which could reasonably be expected to lead to any Company Acquisition Proposal;

(ii) not to, directly or indirectly, through any officer, director, employee, representative, advisor or agent, make, solicit, initiate, facilitate, entertain, encourage or promote any inquiries or proposals regarding, constituting or that may reasonably be expected to lead to a Company Acquisition Proposal or a change of control of the Company or would or could, in any case, result in the sale or other disposition of all or substantially all of the assets of the Company, provided however, that this should not prevent an employee or officer of Shareholder or any Subsidiary thereof if a director or officer of the Company to fulfill his or her fiduciary obligations.

(b) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, in no event shall the provisions of this Agreement:

(i) restrict (or be deemed to restrict or otherwise apply to) the actions of any individual serving on the Board of Directors of the Company, regardless of whether such individual is also an officer, director, employee or other representative of the Shareholder;

(ii) restrict (or be deemed to restrict or otherwise apply to) any action taken by the Company, or by the Shareholder at the request of the Company, to make, solicit, initiate, facilitate, entertain, encourage or promote any Company Acquisition Proposal in accordance with Section 6.4 of the Arrangement Agreement.

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ARTICLE 4

MISCELLANEOUS

4.1.

Termination

This Agreement shall terminate upon the earlier to occur of (i) the Effective Time or (ii) the termination of the Arrangement Agreement in accordance with its terms. Upon termination of this Agreement pursuant to this Section 4.1, this Agreement and all of the provisions of this Agreement will then be null and void and have no further force and effect and all other rights and liabilities of the parties hereunder will terminate without any liability of any party to any other party; provided, however, that Section 3.7 shall survive for a period of 24 months after the Effective Date. Notwithstanding anything to the contrary contained in this Agreement, the Shareholder’s liability for money damages for any breach of any provision of this Agreement shall not exceed US$5.0 million in the aggregate, provided the foregoing is not intended to limit Parent's rights to seek equitable remedies as contemplated by Section 4.11 other than with respect to Section 3.7

4.2.

Intentionally Omitted

4.3.

Fees And Expenses

All costs and expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement shall be paid by the party incurring such costs and expenses.

4.4.

Notices

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (a) on the date of delivery if delivered personally, (b) on the first business day following the date of dispatch if delivered by a nationally recognized next-day courier service, (c) on the fifth business day following the date of mailing if delivered by registered or certified mail (postage prepaid, return receipt requested) or (d) if sent by facsimile transmission, when transmitted and receipt is confirmed. All notices hereunder shall be delivered to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4.4):

if to Parent, to it:
	c/o Apax US VII, L.P. c/o Apax Partners, LP 153 East 53rd Street, 53rd Floor New York, New York 10022
	Attention:	Mitch Truwit William Logan
	Fax: 646-349-3314

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and
Apax Europe VII Investments Sàrl c/o Apax Partners, Ltd. 15 Portland Place, London, W1B 1PT
Attention:	Stephen Kempen
Fax: 44-20-7666-6441
with a copy (which shall not constitute notice) to:

Ropes & Gray LLP One International Place Boston, MA 02110-2624
Attention:	Daniel S. Evans Christopher W. Rile
Fax: 617-951-7000
and to:

Stikeman Elliott LLP 1155 René-Lévesque Blvd. West 40th Floor Montréal, Quebec H3B 3V2
Attention:	Stephen Kempen
Fax: 514-397-3222
and:
c/o Morgan Stanley Principal Investments, Inc. 1585 Broadway New York, New York 10036
Attention:	Thomas E. Doster
Fax: 212-507-4257

with a copy (which shall not constitute notice) to:

Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004
Attention:	Mitchell S. Eitel
	Brian E. Hamilton
Fax 212-558-3588

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if to the Shareholder:

Fairfax Financial Holdings Limited

95 Wellington Street West

Suite 800

Toronto, Ontario

M5J 2N7

Attention:

Paul Rivett

Additionally, any notice delivered to any party hereto shall also be given to the Company in accordance with this Section 4.4 at:

If to the Company, to it at:

Hub International Limited

55 East Jackson Boulevard

Chicago, IL 60604

Attention:

W. Kirk James

Fax: 312-279-4981

with a copy (which shall not constitute notice) to:

Shearman & Sterling LLP

Commerce Court West

Suite 4405, P.O. Box 247

Toronto, ON M5L 1E8

Attention:

Christopher J. Cummings

Adam M. Givertz

Fax: 416-360-2958

4.5.

Intentionally Omitted

4.6.

Entire Agreement; Assignment

This Agreement and the Arrangement Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent may assign all or any of their rights and obligations hereunder to an Affiliate if such Affiliate is also the assignee of the rights and obligations of the Parent under the Arrangement Agreement, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

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4.7.

Amendment

This Agreement may be amended by the parties at any time prior to the Effective Time, but only with the consent of the Company, which consent shall not be unreasonably withheld. Subject to the preceding sentence, this Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

4.8.

Waiver

At any time prior to the Effective Time, any party hereto may (a) extend the time for the performance of any obligation or other act of any other party hereto, (b) waive any inaccuracy in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any agreement of any other party or any condition to its own obligations contained herein, provided that the Shareholder may not waive compliance with, or any condition under, the Arrangement Agreement. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby. The failure of any party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

4.9.

Parties in Interest

This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

4.10.

Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

4.11.

Specific Performance; Submission To Jurisdiction

The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the United States District Court for the Southern District of the State of New York or, if such court does not have jurisdiction over the subject matter of such proceeding or if such jurisdiction is not available, in the state courts located within New York, New York, this being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the United States District Court for the Southern District of the State of New York and the state courts located within New York, New York in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny

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or defeat such personal jurisdiction by motion or other request for leave from such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the United States District Court for the Southern District of the State of New York or the state courts located within New York, New York and (iv) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 4.4. Each party hereto hereby agrees that, to the fullest extent permitted by Law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 4.4 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, this provision shall not apply to any breach of Section 3.7., for which Shareholder shall be liable only for money damages in accordance with Section 4.1 hereof.

4.12.

Waiver of Jury Trial

Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 4.12.

4.13.

Headings

The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

4.14.

Counterparts

This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

4.15.

Further Assurances

From time to time, at the request of another party and without further consideration, each party hereto shall take such reasonable further action as may reasonably be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parent and the Shareholder have caused this Agreement to be duly executed on the date hereof.

	MAPLE TREE ACQUISITION CORPORATION

	By:	/s/ Mitch Truwit
	Name: Mitch Truwit Title: Secretary

	By:	/s/ Stephen Green
	Name: Stephen Green Title: President

	FAIRFAX FINANCIAL HOLDINGS LIMITED

	By:	/s/ Brad Martin
	Name: Brad Martin Title: Vice President

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Schedule A

Shareholder	Beneficial Ownership of the Owned Shares
Fairfax Financial Holdings Limited	10,325,428 Shares

Shareholder	Record Ownership of the Owned Shares
Fairfax Financial Holdings Limited	257,875 Shares
Markel Insurance Company of Canada (“Markel”)*	1,532,151 Shares
Federated Insurance Company of Canada (“Federated”)	579,740 Shares
Lombard General Insurance Company of Canada (“Lombard”)	2,695,376 Shares
Clearwater Insurance Corp. (“Clearwater”)**	5,260,286 Shares

* Markel, Federated and Lombard are wholly-owned subs of Northbridge Financial Corporation, a TSX listed company which is a majority-owned (equity and voting) by the Shareholder.

** Clearwater is a wholly-owned subsidiary of Odyssey Re Holdings Corp., a NYSE listed company which is majority-owned (equity and voting) by the Shareholder.

Schedule B-1

Apax US VII, L.P.

Apax Europe VII -A, L.P.

Apax Europe VII-A (ERISA Feeder), L.P.

Apax Europe VII-A (Feeder), L.P.

Apax Europe VII-B, L.P.

Apax Europe VII-1, L.P

Apax Europe VII Investments Sàrl

Schedule B-2

Morgan Stanley

Morgan Stanley Principal Investments, Inc.

SCHEDULE C

1.	798676 Alberta Ltd.

2.	805977 Alberta Ltd.

3.	ABCO Insurance Underwriters, Inc.

4.	ABCO Premium Finance, Inc.

5.	American Coverage Administrators, Inc.

6.	Assurances Réal Guérin Inc.

7.	Beacon Underwriting Ltd.

8.	Blade Premium Finance Company, Inc.

9.	Brewer & Lord LLC

10.	Brewer & Lord Insurance Advisers, Inc.

11.	Burnham Stewart Reinsurance Ltd.

12.	Claims Administration Corporation

13.	Chartier, Moisan & Associés Inc.

14.	Coburn Insurance Agency, Inc.

15.	Cross Border Underwriting Services Inc.

16.	eBenefits Group, LLC

17.	Ernst-Roy Hobbs Inc.

18.	Gecko Reinsurance Company, Ltd

19.	Gestion Christian Chartier Ltée

20.	HILP 2 LLC

21.	HILP 3 LLC

22.	HILP 4 LLC

23.	HILP 5 LLC

24.	HILP 6 LLC

25.	HILP 7 LLC

26.	HILP 8 LLC

27.	HILP 10 LLC

28.	HILP 11 LLC

29.	HILP 12 LLC

30.	HILP 13 LLC

31.	HILP 14 LLC

32.	HILP 15 LLC

33.	Hub-BHJ Insurance, Inc.

34.	Hub Capital Inc.

35.	Hub Financial Inc.

36.	Hub Hungary Liquidity Management Limited Liability Company

37.	Hub Insurance Partners

38.	Hub International (Brentwood) Ltd.

39.	Hub International (Richmond Auto Mall) Ltd

40.	Hub International Barton Limited

41.	Hub International Florida, Inc.

42.	Hub International Group Northeast Inc.

43.	Hub International Gulf South Limited

44.	Hub International Inc.

45.	Hub International Limited Partnership

46.	Hub International Midwest Limited

47.	Hub International New England II, LLC

48.	Hub International New England III, LLC

49.	Hub International New England, LLC

50.	Hub International Northeast Limited

51.	Hub International Northwest LLC

52.	Hub International of California Insurance Services, Inc.

53.	Hub International Ontario Limited

54.	Hub International Partners Limited

55.	Hub International Pennsylvania LLC

56.	Hub International Personal Insurance Ltd.

57.	Hub International Quebec Limited

58.	Hub International Southwest Agency Limited

59.	Hub International Transportation Insurance Services Inc.

60.	Hub International TOS Limited

61.	Hub U.S. Holdings, Inc.

62.	Hub-BHJ Insurance, Inc.

63.	Impact Select Group, Inc.

64.	Louis A. Lorange, Inc.

65.	MBA/BIG Management Partners L.L.C.

66.	National Premium Finance Company

67.	Park Brokerage, Ltd.

68.	Pension Services, Inc.

69.	Program Brokerage Corporation

70.	Satellite Acquisition Corporation

71.	Société De Gestion Pierre C. Paquette Inc.

72.	Spectrum Financial Services, Inc.

73.	Talbot Agency of Arizona, Inc.

74.	Talbot Financial Corporation

75.	Talbot Northern New Mexico Insurance Agency, Inc.

76.	THB Intermediaries, Inc.

77.	The Feitelberg Company LLC

78.	The Feitelberg Company of Rhode Island, Inc.

79.	The Wholesale Insurance Group Inc.

Schedule D

Fairfax Financial Holdings Limited

Clearwater Insurance Company

Markel Insurance Company of Canada

Lombard General Insurance Company of Canada

Federated Insurance Company of Canada

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