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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  



	a)
	"Company"
means Imperial Oil Limited, its wholly owned subsidiaries and partnerships.



	b)
	"Continued
Employment" means continued employment after the IEBU Grant Date with any one or more of the Company or a Designated Employer.



	c)
	"Cumulative
basic net earnings per common share" means the published net earnings per outstanding common share per quarter, accumulated each quarter starting with the first full
quarter following the Grant Date.



	d)
	"Designated
Employer" means an employer which is an affiliate of the Company and which is designated as such for the purposes of this Plan by the Company.



	e)
	"Grant
Date" means the date specified in the Grant Instrument that an IEBU is granted under the Plan.



	f)
	"Grant
Instrument" means the document given by the Company to an employee governing a grant of IEBUs.



	g)
	"Grantee"
means the recipient of a Grant Instrument.



	h)
	"Legal
Representatives" means a Grantee's executors or administrators, a Transferee, or the executors or administrators of a Transferee.



	i)
	"Maximum
Settlement Value per IEBU" means the maximum cumulative basic net earnings per common share specified by the Company in the Grant Instrument that can be attributable to the
applicable IEBU.



	j)
	"Settlement
Date" means the earlier of the fifth anniversary of the Grant Date or the date of publication of the Company's quarterly earnings statements which bring the cumulative
basic net earnings per common share as initially published, commencing with the first full quarter following the Grant Date and including the last full quarter preceding the fifth anniversary of the
Grant Date to an amount at least equal to the Maximum Settlement Value per IEBU specified in the Grant Instrument.



	k)
	"Transferee"
means a person to whom the Grantee's executors or administrators transfer all or some of the IEBUs. 



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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  



	a)
	No
IEBUs will be payable prior to the Settlement Date.



	b)
	Except
as provided hereinafter, IEBUs will be forfeited and will not be payable in case the Grantee's Continued Employment terminates.



	c)
	In
case the Grantee becomes entitled on or before the Settlement Date, to payment of extended disability benefits under the Company's extended disability benefit plan, the Grantee
shall continue to have the right to receive cash payment of IEBUs or, in case of death after entitlement as foresaid, by the Grantee's Legal Representatives.



	d)
	In
case the Grantee dies during Continued Employment on or before the Settlement Date, cash payment of IEBUs will be made to the Grantee's Legal Representatives on the Settlement Date.



	e)
	In
case the Grantee's Continued Employment terminates on or before the Settlement Date and the Grantee becomes entitled to an annuity under section 2 of the Company's retirement
plan (or the provision in any plan or plans of the Company substituted thereof), the Company shall determine, at its discretion, whether the Grantee's IEBUs will not be forfeited.



	f)
	Notwithstanding
anything to the contrary in this Plan, the Company, at its discretion, may determine that the Grantee's IEBUs are forfeited and are not payable as a consequence of any
of the following situations:



	(i)
	the
Company believes that the Grantee intends to terminate Continued Employment and sub-clauses 6(c), 6(d), and 6(e) would not
be applicable, or



	(ii)
	during
Continued Employment or during the period of 24 months after the termination of the Grantee's Continued Employment, the Grantee, without
the written consent of the Company, directly or indirectly is employed in, or as principal, agent, partner or otherwise engages in any business that is in competition with the Company, as determined
by the Company, or otherwise engages in any activity that is detrimental to the Company, as determined by the Company. 







7.    Method of Payment  



	a)
	Cash
payment of the benefit from IEBUs will normally be made as soon as possible after the Settlement Date.



	b)
	In
the discretion of the Company, payment may be deferred as specified by the Grantee based on options for such deferral provided to the Grantee by the Company.



	c)
	Payments
will be reduced by any amount required to be withheld by any government authority. 




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  



	a)
	No
right created by the granting of IEBUs can be pledged in any circumstance, nor can it be assigned except in the case of death. Any attempt to pledge or assign may, in the discretion
of the Company, result in forfeiture of the rights created herein.



	b)
	The
Company will determine conclusively all questions arising in the administration or interpretation of this Plan and such determination shall be final and binding upon all persons. 



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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.


	1.
	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. 



	2.
	SETTLEMENT DATE AND DEFERRED PAYMENTS  



The
Settlement Date of these IEBUs shall be the earlier of the fifth anniversary of the Grant Date, or the date of publication of the Company's quarterly earnings statements which bring the cumulative
basic net earnings per common share as initially published commencing with the first full quarter following the Grant Date to an amount at least equal to the Maximum Settlement Value per IEBU
specified above; provided, however, in the discretion of the Company, payment may be deferred as specified by the Grantee based on options for such deferral provided to the Grantee by the Company. 



	3.
	ASSIGNMENT  



No
right created by the granting of an IEBU can be pledged in any circumstance, nor can it be assigned except in the case of death. Any attempt to pledge or assign may, in the discretion of the
Company, result in forfeiture of the rights created herein. 



	 	 	IMPERIAL OIL LIMITED
	

 	

 	
/s/ T. J. Hearn
	

 	

 	

Chairman, President and

Chief Executive Officer




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