Prospectus excerpt:  This amended and restated prospectus supplement (the “Prospectus Supplement”) to the short form base shelf prospectus (the“Prospectus”) of HSBC Bank Canada (the “Bank”) dated March 27, 2007 amends and restates the prospectus supplement of the Bank dated March 24, 2009 (the “Original Prospectus Supplement”). The Prospectus Supplement supercedes the Original Prospectus Supplement in its entirety. The offering under this Prospectus Supplement consists of 7,000,000 Non-Cumulative 5-Year Rate Reset Class 1 Preferred Shares Series E (the “Series E Shares”). The holders of the Series E Shares will be entitled to receive fixed quarterly non-cumulative preferential cash dividends, if, as and when declared by the board of directors of the Bank (the “Board of Directors”), for the initial period from and including the closing date of this offering to but excluding June 30, 2014 (the “Initial Fixed Rate Period”), payable on the last day of March, June, September and December in each year (each three-month period ending on the last day of each such month, a “Quarter”), at a per annum rate of 6.60% per share, or $0.4125 per share per Quarter. Based on the anticipated closing date of this offering of April 8, 2009, the first dividend per Series E Share, if, as and when declared, will be payable on June 30, 2009 in respect of the period from and including April 8, 2009 to but excluding June 30, 2009, in the amount of $0.3762 per share. See “Details of the Offering”.

For each five-year period after the Initial Fixed Rate Period (each a “Subsequent Fixed Rate Period”), the holders of the Series E Shares will be entitled to receive fixed quarterly non-cumulative preferential cash dividends, if, as and when declared by the Board of Directors, payable on the last day of March, June, September and December in each year in an amount per share per annum determined by multiplying the Annual Fixed Dividend Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period will be determined by the Bank on the Fixed Rate Calculation Date (as defined herein) and will be equal to the sum of the Government of Canada Yield (as defined herein) on the Fixed Rate Calculation Date plus 4.85%. See “Details of the Offering”.