COMMON SHARE UNDERWRITING AGREEMENT

May 21, 2003

Methanex Corporation
1800 200 Burrard Street
Vancouver, British Columbia
V6C 3M1

- and -

Nova Chemicals Corporation
645 Seventh Avenue S.W.
P.O. Box 2518, Station M
Calgary, Alberta
T2P 5C6

- and -

Nova Petrochemicals Ltd.
c/o Nova Chemicals Corporation
645 Seventh Avenue S.W.
P.O. Box 2518, Station M
Calgary, Alberta
T2P 5C6

Ladies and Gentlemen:

     We understand that Nova Petrochemicals Ltd., a corporation incorporated under the laws of Alberta (NPL), a subsidiary of Nova Chemicals Corporation, a corporation incorporated under the laws of Alberta (NOVA) (collectively the Selling Shareholders), proposes to sell to the underwriters named in Schedule A hereto (the Underwriters) 37,946,876 common shares in the capital of Methanex Corporation (the Common Shares), a corporation continued under the laws of Canada (the Company). The Common Shares to be sold by the Selling Shareholders are referred to herein as the Offered Shares.

     The Company shall, under the applicable laws of the Qualifying Provinces (as hereinafter defined), (i) as soon as possible and in any event by 3:15 p.m. (Toronto time) on May 21, 2003, prepare and file, and (ii) as soon as possible and in any event by 4:30 p.m. (Toronto time) on May 21, 2003, obtain an MRRS Decision Document dated the date of filing issued by the Reviewing Authority (as hereinafter defined), in its capacity as principal regulator pursuant to NP 43-201 evidencing that a receipt

has been issued by the securities regulatory authorities (the Qualifying Authorities) in each province of Canada (the Qualifying Provinces) in respect of, in each case, a preliminary short form prospectus of the Company relating to the Offered Shares, including the documents incorporated by reference in the English and French languages, as applicable (the Canadian Preliminary Prospectus), and other related documents in respect of the proposed distribution of the Offered Shares. The Company has identified the British Columbia Securities Commission (the Reviewing Authority) as its principal regulator in respect of the proposed distribution of the Offered Shares. The Company shall also, immediately after the filing of the Canadian Preliminary Prospectus, but in any event no later than 3:15 p.m. (Toronto time) on May 21, 2003, prepare and file pursuant to the multi-jurisdictional disclosure system with the United States Securities and Exchange Commission (the Commission) a registration statement on Form F-10 covering the registration of the Offered Shares under the United States Securities Act of 1933, as amended, and the applicable rules and regulations thereunder adopted by the Commission (the Act), including the Canadian Preliminary Prospectus in the English language (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission) (the U.S. Preliminary Prospectus). Such registration statement on Form F-10, including the exhibits thereto and the documents incorporated by reference therein, as amended at the time it becomes effective, is herein called the Registration Statement.

     The Company shall, under the applicable laws of the Qualifying Provinces, (i) as soon as possible after any comments of the Qualifying Authorities have been satisfied and in any event by 4:00 p.m. (Toronto time) on May 29, 2003 (or in any case, by such later date or dates as may be determined by the Underwriters in their sole discretion), prepare and file, and (ii) as soon as possible and in any event by 4:30 p.m. (Toronto time) on May 29, 2003, obtain an MRRS Decision Document dated the date of filing issued by the Reviewing Authority, in its capacity as principal regulator pursuant to NP 43-201, evidencing that a receipt has been issued by the Qualifying Authorities in each Qualifying Province in respect of, in each case, a final short form prospectus of the Company relating to the Offered Shares, including the documents incorporated by reference in the English and French languages, as applicable (the Canadian Final Prospectus), and other related documents in respect of the proposed distribution of the Offered Shares. The Company shall also, immediately after the filing of the Canadian Final Prospectus but no later than 4:00 p.m. (Toronto time) on May 29, 2003 (or in any case, by such later date or dates as may be determined by the Underwriters in their sole discretion), prepare and file pursuant to the multi-jurisdictional disclosure system with the Commission, an amendment to the Registration Statement, including the Canadian Final Prospectus in the English language (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the

2

Commission) and shall use its best efforts to cause the Registration Statement to become effective under the Act.

     The Company shall prepare and file with the Commission an Appointment of Agent for Service of Process and Undertaking for the Company on Form F-X in conjunction with the initial filing of the Registration Statement (the Company Form F-X).

     Any reference herein to the Canadian Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Canadian Securities Laws which were filed under Canadian Securities Laws on or before the date of such prospectus; any reference herein to the Registration Statement, the U.S. Preliminary Prospectus or the U.S. Prospectus, shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 4 of Form F-10 which were filed under the Exchange Act (as hereinafter defined) on or before the Effective Time of such registration statement or the date of such preliminary prospectus or prospectus, as the case may be; any reference herein to the Prospectuses shall be deemed to refer to and include each of the Canadian Prospectus, the U.S. Preliminary Prospectus and the U.S. Prospectus and any reference herein to the terms amend, amendment or supplement with respect to any of the Prospectuses, as the case may be, shall be deemed to refer to and include all documents deemed to be incorporated by reference therein, the filing of any document under Canadian Securities Laws or the Exchange Act that are filed after the date of the Prospectuses or after their respective Effective Time, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 20 hereof.

1.

Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter and each Selling Shareholder as set forth below in this Section 1.

(a)

The Company meets the general eligibility requirements for use of a short form prospectus under National Instrument 44-101 and for use of Form F-10 under the Act. At the time the Registration Statement becomes effective, an MRRS Decision Document will have been obtained from the Reviewing Authority evidencing the issuance by the Qualifying Authorities of a receipt for the Canadian Final Prospectus and no order suspending the distribution of the Offered Shares will have been issued by any Qualifying Authority, any stock exchange in Canada or any court and no proceedings for that purpose will have been instituted or will be pending or, to the knowledge of the Company, will be contemplated by any Qualifying Authority, and any request on the part of any Qualifying Authority for additional information will have been complied with. As of the Closing Time, the

 

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