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<TYPE>EX-4
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<FILENAME>v96282orexv4.txt
<DESCRIPTION>EXHIBIT 4
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                                                                       EXHIBIT 4

                              METHANEX CORPORATION

                             STOCK OPTION PLAN 2002

A.       THE PLAN

         The Stock Option Plan 2002 ("Plan") is the amended and restated stock
option plan of Methanex Corporation ("Corporation"), reflecting amendments to
and including March 1, 2002, of the prior Incentive Stock Option Plan. The Plan
for key employees and directors of the Corporation and its wholly owned
subsidiaries to purchase unissued common shares ("Shares") of the Corporation is
hereby established on the terms and conditions hereinafter set out.

B.       PURPOSE

         The purpose of the Plan is to develop the interest of key employees and
directors of the Corporation in growth and development by providing them with
the opportunity through options on Shares to acquire an increased financial
interest in the Corporation.

C.       GRANT OF OPTIONS

         The Board of Directors of the Corporation may from time to time in its
discretion grant to officers, directors and other employees of the Corporation
and its subsidiaries, who in each case must be full-time employees or directors
of the Corporation or a subsidiary and who, in the opinion of the Board of
Directors, are key employees or directors, an option to acquire all or any part
of an allotment of Shares of the Corporation upon and subject to such terms,
conditions and limitations as are herein contained and otherwise as the Board of
Directors may from time to time determine with respect to each option.

         The maximum number of Shares that may be issued from and after May 24,
2000 pursuant to options granted pursuant to this Plan is 17,000,000. The
maximum number of Shares which may be reserved for issuance to, or covered by
any option granted to, any person shall not exceed the lower of 5% of the
outstanding issue or the maximum number permitted by the applicable securities
laws and regulations of Canada or of the United States or any political
subdivision of either, and the by-laws, rules and regulations of any stock
exchange or other trading facility upon which the Shares are listed or traded,
as the case may be.

D.       EXERCISE PRICE

         The price of the Shares, upon exercise of each option granted under the
Plan, shall be a price fixed for such option by the Board of Directors, but such
price shall be not less than the fair market value of the Shares on the date the
option is granted. The fair market value for this purpose shall be deemed to be
the US Dollar equivalent of the closing price at which board lots of the
Corporation's Shares were traded on the Toronto Stock Exchange on the day
preceding
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the date on which the option is granted or if no board lots are traded on such
day then the US Dollar equivalent of the closing price at which board lots were
traded on the most recent day upon which at least one board lot was traded on
such Exchange. The "US Dollar equivalent of the closing price" shall be
determined using the US Dollar/Canadian Dollar Daily Noon Rate as published by
the Bank of Canada on the same day that the closing price is established.

E.       TERM

         The Shares identified in the option may be purchased at such time or
times after the option is granted as may be determined by the Board of
Directors.

         Each option, unless sooner terminated in accordance with the terms,
conditions and limitations of the option, shall expire on a date ("Expiry Date")
not later than ten years from the day the option was granted, which date shall
be fixed by the Board of Directors, except that, subject to the right of the
Board of Directors, in its discretion, to determine that a particular option may
be exercisable during different periods, in respect of a different amount or
portion of shares or in a different manner:

    (a) in the case of the death of an optionee prior to the Expiry Date, the
        option will be exercisable by the legal representative of such optionee,
        or by the person or persons to whom the optionee's rights under the
        option pass by will or the laws of devolution or distribution and
        descent, prior to the earlier of (i) the date which is one year from the
        date of death of such optionee (or such shorter or longer period as may
        be determined by the Board of Directors at the time of grant of the
        option), and (ii) the Expiry Date;

    (b) if the optionee ceases, for any reason other than death, to be a
        director, officer or employee of the Corporation or a director, officer
        or employee of a subsidiary of the Corporation prior to the Expiry Date,
        the option will be exercisable by the optionee prior to the earlier of
        (i) the date which is one year from the date such optionee so ceases to
        be a director, officer or employee of the Corporation or a director,
        officer or employee of any subsidiary of the Corporation, or such
        shorter or longer period as the Board of Directors may, in its
        discretion, determine and (ii) the Expiry Date.

         The retirement of any optionee who is a director of the Corporation or
any subsidiary at any general meeting of the Corporation or such subsidiary as
required by the constating documents of the Corporation or the subsidiary, as
the case may be, will not result in the termination of the option granted to
such optionee provided that such optionee is re-elected at such meeting as a
director of the Corporation or of such subsidiary, as the case may be.

         A change in the duties or position of an optionee or the transfer of
such optionee from a position with the Corporation to a position with a
subsidiary of the Corporation, or vice versa, will not trigger the termination
of such optionee's option, provided such optionee remains
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a director, officer or employee of the Corporation or a director, officer or
employee of any subsidiary of the Corporation.

         Shares subject to an option which is not exercised or which is
cancelled shall become available for subsequent options under the Plan.

F.       ISSUE OF SHARES

         No person shall have any of the rights of a shareholder in respect of
any Shares under an option until such shares have been paid for in full and
issued to such person.

G.       TRANSFERABILITY

         No option shall be transferable or assignable otherwise than by will or
the laws of succession and distribution.

H.       ALTERATION OF NUMBER OF SHARES SUBJECT TO THE PLAN

         The number of Shares subject to the Plan shall be increased or
decreased proportionately in the event of the subdivision or consolidation of
such Shares of the Corporation, and in any such event a corresponding adjustment
shall be made changing the number of shares deliverable upon the exercise of any
option theretofore granted without change in the total price applicable to the
unexercised portion of the option, but with a corresponding adjustment in the
price for each share covered by the option. In the event that the Corporation is
reorganized or merged or consolidated or amalgamated with another corporation,
appropriate provisions shall be made for the continuance of the options
outstanding under the Plan and to prevent their dilution or enlargement.

I.       ADMINISTRATION

         Within the limitations set forth in the Plan, the Board of Directors,
or any Committee of the Board to which such authority shall be delegated by the
Board, is authorized to provide for the grant and exercise of options on such
terms (which may vary as between options) as it shall determine. All decisions
and interpretations made by the Board of Directors, or any such committee, shall
be binding and conclusive on the Corporation and all employees eligible to
participate in the Plan.

J.       AMENDMENT AND TERMINATION

         The Board of Directors may at any time terminate the Plan with respect
to any Shares not at the time subject to option, and the Board of Directors may
at any time amend any of the provisions of the Plan subject to obtaining any
required approval of the appropriate stock exchange or other regulatory
authority but any such amendment may not, without the consent of the optionee,
adversely affect or impair any option previously granted to an optionee under
the Plan.

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