Prospectus excerpt:  This prospectus qualifies the distribution of 6,000,000 Non-Cumulative Redeemable Class 1 Preferred Shares Series C (the ""Preferred Shares Series C'') in the capital of HSBC Bank Canada (also referred to as the ""Bank'') (the ""Offering''). Non-cumulative preferential cash dividends on the Preferred Shares Series C, if, as and when declared, will be payable quarterly on the last day of March, June, September and December of each year commencing on June 30, 2005. Such dividends will be payable on the Preferred Shares Series C at a quarterly rate of $0.318750 per share (or 5.10% per annum based on the initial oÅering price of $25.00). The initial dividend, if, as and when declared, will be payable on June 30, 2005 in the amount of $0.252198 per share, based upon an anticipated closing date of April 19, 2005.

The Preferred Shares Series C will not be redeemable by the Bank prior to June 30, 2010. Subject to obtaining the consents of the Superintendent of Financial Institutions (Canada) (the ""Superintendent''), the Financial Services Authority (United Kingdom) (the ""FSA'') and the Board of Governors of the Federal Reserve System (United States) (the ""Federal Reserve''), the Bank may, at its option, and without the consent of holders of the Preferred Shares Series C, redeem for cash the Preferred Shares Series C on or after June 30, 2010, in whole or in part, at a price of $26.00 per share if redeemed during the 12 months commencing June 30, 2010, $25.75 per share if redeemed during the 12 months commencing June 30, 2011, $25.50 per share if redeemed during the 12 months commencing June 30, 2012, $25.25 per share if redeemed during the 12 months commencing June 30, 2013, and $25.00 per share commencing June 30, 2014 and thereafter, in each case together with declared and unpaid dividends thereon to the date Ñxed for redemption. See ""Details of the Offering -Certain Provisions of the Preferred Shares Series C''.