Exhibit (10)(iii)(A)(7)

GRAPHIC

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Imperial Oil Limited

RESTRICTED  STOCK UNIT  PLAN

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1.    Plan Purpose:

The purpose of the Restricted Stock Unit Plan (the "Plan") is to provide an incentive to selected key employees and to nonemployee directors to promote optimum
individual contribution to sustained improvement in the Company's business performance and shareholder value, and to motivate them to remain with the Company, its wholly owned subsidiaries or a
Designated Employer, as these terms are defined in clause 4 of this Plan document.

2.    Description of Units:

This incentive is provided by the grant of Restricted Stock Units ("RSU"), which give the Plan participant the right, subject to the terms and conditions herein,
to receive from the Company, upon exercise in the prescribed manner, an amount in respect of each RSU, which is equal to the Exercise Price, as defined in clause 4.

3.    Eligibility and Awards:

RSU's will be granted only to key employees and to nonemployee directors of the Company or to key employees of a Designated Employer, as defined in
clause 4. Frequency and level of awards to individual participants will be determined by the Company. Individual awards under this plan will not necessarily be granted annually. The entitlement
to the formula amounts of benefits in clause 2 and clause 6 arises from services rendered from the Grant Date to the date of payment.

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4.    Definitions:

In this Plan document, except where the context otherwise indicates, the following definitions apply:



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5.    Vesting of Units:

Subject to the restrictions in clause 7 or the deferral of exercise in clause 8, the total RSU's granted under a particular Grant Instrument
vest and become exercisable in accordance with the following schedule:



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6.    Dividend Equivalents:

The Company will pay the Grantee cash with respect to each unexercised RSU granted to the Grantee corresponding in amount and timing to the cash dividend that is
paid by the Company on a common share of the Company.

7.    Restrictions on Exercise:



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8.    Method and Deferral of Exercise:

The RSU's will be exercised by the Company in accordance with clauses 5 and 7, provided however, the Company may, at its discretion, defer the
exercise of any RSU's to a later date in the event that a ban on trading, imposed by the Company or applicable law, in common shares of the Company by a director of the Company or an employee of the
Company, its wholly owned subsidiaries or a Designated Employer is in effect on the exercise dates described in clauses 5 and 7.

9.    Method of Payment:



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10.  Repayments:

Notwithstanding the exercise of an RSU by the Grantee, in the event any of the situations described in sub-clause 7(f)(ii) are applicable to the
Grantee, the Company, at its discretion, may require the Grantee to repay to the Company any cash payments resulting from the exercise of that RSU during a period up to 180 days prior to
termination of the Grantee's Continued Employment.

11.  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, the
Company, in its discretion, may make appropriate adjustments in the calculation of the amount payable per RSU, and an adjustment by the Company shall be conclusive as to the amount payable per RSU and
shall be final and binding upon all persons.

12.  Other:



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Imperial
Oil Limited
December, 2002

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PRIVATE

Exhibit (10)(iii)(A)(7)

IMPERIAL OIL LIMITED  2002 RESTRICTED STOCK UNITS  Grant Date: December 31, 2002

|                
|----------------
|Name of Grantee:
|Grant No:       
|                

|                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The following is a summary of the provisions of the Restricted Stock Unit Plan. In all cases, the text of the Plan will govern in the event of any discrepancy, inconsistency or omission between this Grant Instrument and the Plan text.
|1.                                                                                                                                                                                                                                         | GRANT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                           | The Company hereby grants to you, as of the date hereof, the number of 2002 Restricted Stock Units ("RSU") as set out above, subject to the terms and conditions of the Restricted Stock Unit Plan.                                                                                                                                                                                                                                                                                                                                                               
|2.                                                                                                                                                                                                                                         | 2002 RSU                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                           | Each 2002 RSU granted to you gives you the conditional right to receive from the Company, upon exercise, an amount equal to the Exercise Price.                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.                                                                                                                                                                                                                                         | DIVIDEND EQUIVALENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                           | The Company will pay to you cash with respect to each unexercised 2002 RSU corresponding in amount and timing to the cash dividend that is paid by the Company on a common share of the Company.                                                                                                                                                                                                                                                                                                                                                                  
|4.                                                                                                                                                                                                                                         | DEFINITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                           | In this summary the following definitions apply:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                           | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | "Company" means Imperial Oil Limited.                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                           | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | "Exercise Price" means the closing price of common shares of the Company on the Toronto Stock Exchange on the Exercise Date.                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                           | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | "Exercise Date" means the day on which the RSU is exercised by the Company as prescribed in the Plan text.                                                                                                                                                                                                                                                                              
|5.                                                                                                                                                                                                                                         | DATES EXERCISED                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                           | Subject to the expiry, forfeiture and deferral of exercise provisions summarized under clauses 7 and 8 of the Plan document, the 2002 RSU's granted to you will be exercised by the Company on the following basis:                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | No 2002 RSU's will be exercised before December 31, 2005.                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 50% of the 2002 RSU's will be exercised on December 31, 2005.                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The remaining 50% of the 2002 RSU's will be exercised on December 31, 2009.                                                                                                                                                                                                                                                                                                             
|6.                                                                                                                                                                                                                                         | EXPIRY AND FORFEITURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                           | This RSU grant shall expire or be forfeited at the earliest of the following times:                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                           | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | On termination of employment from the Company or an affiliate of the Company (as defined in the Plan text), other than by reason of retirement on or after December 31, 2005, or other than by reason of death or disability on or after
December 31, 2002.                                                                                                                             
|                                                                                                                                                                                                                                           | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The Company believes that you intend to terminate employment with the Company or if during employment with the Company or during the 24 months after the termination of your employment you, without the written consent of the Company, were engaged
in any business that was in competition with the Company or otherwise engaged in any activity that was detrimental to the Company.
|7.                                                                                                                                                                                                                                         | ASSIGNMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                           | No right created by the grant of a 2002 RSU can be pledged in any circumstance, nor can it be assigned and any attempt to do so may result in forfeiture of the grant.                                                                                                                                                                                                                                                                                                                                                                                            
|8.                                                                                                                                                                                                                                         | REPAYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                           | In the event that this award is exercised, in whole or in part, and during employment with the Company or during the period of 24 months after the termination of your employment you, without the written consent of the Company, were engaged in
any business that was in competition with the Company or otherwise engaged in any activity that was detrimental to the Company, the Company may require payment to the Company, for that part of the award exercised during the 180 day period prior
to the date of termination of employment with the Company.

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

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PRIVATE

Exhibit (10)(iii)(A)(7)

IMPERIAL OIL LIMITED  RESTRICTED STOCK UNITS  Grant Date: December 31, 2002

|                
|----------------
|Name of Grantee:
|Grant No:       
|                

|                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The following is a summary of the provisions of the Restricted Stock Unit Plan. In all cases, the text of the Plan will govern in the event of any discrepancy, inconsistency or omission between this Grant Instrument and the Plan text.
|1.                                                                                                                                                                                                                                         | GRANT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                           | The Company hereby grants to you, as of the date hereof, the number of 2002 Restricted Stock Units ("RSU") as set out above, subject to the terms and conditions of the Restricted Stock Unit Plan.                                                                                                                                                                                                                                                                                                                                                                                              
|2.                                                                                                                                                                                                                                         | 2002 RSU                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                           | Each 2002 RSU granted to you gives you the conditional right to receive from the Company, upon exercise, an amount equal to the Exercise Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.                                                                                                                                                                                                                                         | DIVIDEND EQUIVALENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                           | The Company will pay to you cash with respect to each unexercised 2002 RSU corresponding in amount and timing to the cash dividend that is paid by the Company on a common share of the Company.                                                                                                                                                                                                                                                                                                                                                                                                 
|4.                                                                                                                                                                                                                                         | DEFINITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                           | In this summary the following definitions apply:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                           | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | "Company" means Imperial Oil Limited.                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                           | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | "Exercise Price" means the closing price of common shares of the Company on the Toronto Stock Exchange on the Exercise Date.                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                           | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | "Exercise Date" means the day on which the RSU is exercised by the Company as prescribed in the Plan text.                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                           | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | "Continued Employment" means continued employment after the RSU Grant Date with any one or more of the Company, its wholly owned subsidiaries or a Designated Employer, and for nonemployee directors means the period of time while serving as a director
of Imperial Oil Limited.                                                                                                                         
|5.                                                                                                                                                                                                                                         | DATES EXERCISED                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                           | Subject to the expiry, forfeiture and deferral of exercise provisions summarized under clauses 7 and 8 of the Plan document, the 2002 RSU's granted to you will be exercised by the Company on the following basis:                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | No 2002 RSU's will be exercised before December 31, 2005.                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 50% of the 2002 RSU's will be exercised on December 31, 2005.                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The remaining 50% of the 2002 RSU's will be exercised on December 31, 2009.                                                                                                                                                                                                                                                                                                                                 
|6.                                                                                                                                                                                                                                         | EXPIRY AND FORFEITURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                           | This RSU grant shall expire or be forfeited at the earliest of the following times:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                           | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | On termination of employment from the Company or an affiliate of the Company (as defined in the Plan text), other than by reason of retirement on or after December 31, 2005, or other than by reason of death or disability on or after
December 31, 2002.                                                                                                                                                 
|                                                                                                                                                                                                                                           | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Company believes that you intend to terminate continued employment with the Company or if during employment with the Company or during the 24 months after the termination of your continued employment you, without the written consent of the
Company, were engaged in any business that was in competition with the Company or otherwise engaged in any activity that was detrimental to the Company.
|7.                                                                                                                                                                                                                                         | ASSIGNMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                           | No right created by the grant of a 2002 RSU can be pledged in any circumstance, nor can it be assigned and any attempt to do so may result in forfeiture of the grant.                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.                                                                                                                                                                                                                                         | REPAYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                           | In the event that this award is exercised, in whole or in part, and during continued employment with the Company or during the period of 24 months after the termination of your continued employment you, without the written consent of the Company,
 were engaged in any business that was in competition with the Company or otherwise engaged in any activity that was detrimental to the Company, the Company may require payment to the Company, for that part of the award exercised during the
180 day period prior to the date of termination of continued employment with the Company.

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

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