PRIVATE

Exhibit (10)(iii)(A)(5)

Imperial Oil Limited Earnings Bonus Unit Plan

1.    Plan Purpose

The purpose of the Imperial Oil Limited Earnings Bonus Unit Plan (the "Plan") is to provide an incentive to selected employees to promote individual contribution
to sustained improvement to the Company's business performance and shareholder value, as evidenced by growth in the basic net earnings per common share of the Company, and to motivate them to remain
with the Company.

2.    Description of Award

This incentive is provided by the grant of Imperial Oil Limited Earnings Bonus Units ("IEBUs"), which gives the Grantee the right, subject to the terms and
conditions herein, to receive a cash payment from the Company equal to the Maximum Settlement Value per IEBU, when the cumulative basic net earnings per common share of the Company reach at least the
Maximum Settlement Value per IEBU prior to the fifth anniversary of the Grant Date, or equal to the cumulative basic net earnings per common share ending on the last full quarter that precedes the
fifth anniversary of the Grant Date if the cumulative basic net earnings per common share do not reach the Maximum Settlement Value per IEBU.

3.    Eligibility and Awards

IEBUs will only be granted to employees of the Company or a Designated Employer. Frequency and number of units to individual participants will be determined by the
Company. Individual awards under this Plan will not necessarily be granted annually.

4.    Definitions



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PRIVATE

5.    Vesting of Units

The IEBUs vest immediately, subject to the restrictions in clauses 6 and 8.

6.    Restrictions on Payment



7.    Method of Payment



8.    Significant Changes

In the case of any subdivision, consolidation, or reclassification of the shares of the Company or other relevant change in the capitalization of the Company or a
change in the accounting principles applicable to the Company's financial statements, the Company, in its discretion, may make appropriate adjustments in the calculation of the amount payable per
IEBU, and an adjustment by the Company shall be conclusive as to the amount payable per IEBU and shall be final and binding upon all persons.

9.    Other



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PRIVATE

Exhibit (10)(iii)(A)(5)

|IMPERIAL OIL LIMITED
EARNINGS BONUS UNIT AWARD |  | 2002
|---------------------------------------------- |  | ----

Name of Grantee:
Number of IEBUs:
Maximum Settlement Value per IEBU: $3.00
Maximum Settlement Value of Award: $

Grant Date: Nov. 20, 2002
IEBU No:
Empl. No:


This IMPERIAL EARNINGS BONUS UNIT (IEBU) AWARD is granted by Imperial Oil Limited (the "Company") effective November 20, 2002, (the "Grant Date"). This
Award is subject to the provisions herein stated and the Imperial Oil Limited Earnings Bonus Unit Plan (the "Plan") and is granted on the conditions that Grantee accepts such provisions. This Grant
Instrument incorporates by reference the provisions of the Plan, as it may be amended from time to time, including without limitation the definitions of terms used in this Grant Instrument and defined
in the Plan.







| |  | IMPERIAL OIL LIMITED                           
| |  | -----------------------------------------------
| |  | /s/ T. J. Hearn                                
| |  | Chairman, President and
Chief Executive Officer

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