Exhibit 1.1

CANADA

FORM OF UNDERWRITING AGREEMENT

[ ]

New York, New York

To the Representatives named

in Schedule I hereto of the

Underwriters named in

Schedule II hereto

Ladies and Gentlemen:

Her Majesty in right of Canada, as represented by the Minister of Finance (“Canada”), proposes to sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its bonds identified in Schedule II hereto (the “Securities”), to be issued pursuant to a Fiscal Agency Agreement (the “Fiscal Agency Agreement”) to be dated [_] between Canada and the banking institution named therein, as Fiscal Agent (the “Fiscal Agent”). The Securities to be sold in the United States, as certified by the Underwriters in a report relating to distribution of primary allotment substantially in the form of Schedule III hereto, are referred to herein as the “Registered Securities” and all other Securities are referred to herein as the “Offshore Securities”