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Exhibit 99.1 RESTRICTED STOCK UNIT PLAN  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, on the first
Exercise Date, as defined in clause 4, 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 and on the last Exercise Date to receive from the Company, upon
exercise in the prescribed manner, Common Shares, as defined in clause 4, or to elect to
receive a cash amount in respect of each RSU, which is equal to the Exercise Price.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 past services rendered from the
Grant Date to the date of vesting of the RSU.4.
    
    Definitions:In this Plan document, except where the context otherwise indicates, the following
definitions apply:  (a)
    
    Company means Imperial Oil Limited.(b)
    
    Common Share means a common share in the capital of the Company.(c)
    
    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.(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)
    
    Exercise Date means, in respect of an RSU being exercised pursuant to
clause 8, the dates on which the RSU is vested, the date of death of a Grantee or
the date of deferral of exercise, as applicable.(f)
    
    Exercise Price for a particular RSU means the closing price of Common
Shares of the Company on the Toronto Stock Exchange on the Exercise Date, or if there




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  is no closing price on the Exercise Date, the last preceding closing price on the
Toronto Stock Exchange.(g)
    
    Grant Date means the date specified in the Grant Instrument that an RSU is
granted under the Plan.(h)
    
    Grant Instrument means the document given by the Company to an employee and
nonemployee director governing a grant of Restricted Stock Units.(i)
    
    Grantee means the recipient of a Grant Instrument.(j)
    
    Dividend Equivalents means cash payments pursuant to clause 6 corresponding
in amount and timing to the cash dividend that is paid by the Company on a Common
Share of the Company.(j)
    
    Legal Representatives means a Grantees executors or administrators.  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:  (a)
    
    50% of the RSUs will be exercised on the third anniversary following the
Grant Date; and(b)
    
    the remaining 50% of the RSUs will be exercised on the seventh anniversary
following the Grant date.  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:  (a)
    
    No RSU will be exercised other than in accordance with the provisions of
clauses 5, 7 and 8.(b)
    
    Except as provided hereinafter, an RSU will be exercised only during
Continued Employment.(c)
    
    In case the Grantee becomes entitled on or after the Grant Date to payment of
extended disability benefits under the Companys extended disability benefit plan,
the RSUs or the balance remaining will be exercised in accordance with the
provisions of clause 5.(d)
    
    In case of death of the Grantee, the unexercised RSUs will be exercised by
the Company as of the date of death and paid to the Grantees Legal Representatives.(e)
    
    In case the Grantees Continued Employment terminates on or before the
seventh anniversary of the Grant 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 RSUs will not be forfeited.




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  (f)
    
    Notwithstanding anything to the contrary in this Plan, the Company, at its
discretion, may determine that the Grantees RSUs, or the balance remaining, are
forfeited and are not exercisable as a consequence of any of the following situations:  (i)
    
    the Company believes that the Grantee intends to terminate
Continued Employment and sub-clauses 7(c), 7(d) and 7(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.  (g)
    
    Except as provided in sub-clauses 7(c), 7(d), and 7(e), the RSUs, or the
balance remaining, if not forfeited earlier, will be forfeited and will not be
exercisable after the last day of Continued Employment.(h)
    
    Notwithstanding any other provision of this clause 7, the Company may
determine that a Grantees RSUs will not be forfeited in whole or in part after the
cessation of Continued Employment.  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.
    
    Issue of Common Shares  (a)
    
    One Common Share will be issued by the Company for each RSU that is exercised
on the last Exercise Date unless the Grantee notifies the Company, in such manner and
within such period of time as may be determined by the Company from time-to-time, that
the Grantee elects to receive a cash payment for the RSUs equal to the Exercise Price
for each RSU exercised.(b)
    
    The aggregate number of Common Shares that may be issued pursuant to the
exercise of RSUs shall not exceed 3.5 million Common Shares.  10.
    
    Method of Payment:  (a)
    
    The issue of share certificates or the cash payment of the benefit arising on the
exercise of an RSU will normally be made as soon as practicable after the Exercise Date.(b)
    
    Cash payment of the Dividend Equivalents described in clause 6 will be made
as soon as practicable after the Company pays a dividend on the Common Shares of the
Company.(c)
    
    Payments will be reduced by any amount required to be withheld by any
government authority.




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  11.
    
    Repayments:Notwithstanding the exercise of an RSU by the Company, 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 pay to the Company a cash amount equal to the
Exercise Price for each RSU exercised during a period up to 180 days prior to termination
of the Grantees Continued Employment.12.
    
    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 number of Common Shares to be issued
and the calculation of the cash 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.13.
    
    Other:  (a)
    
    An RSU award does not carry any benefits associated with the Companys
benefit plans.(b)
    
    No right created by the granting of an RSU can be pledged in any
circumstance, nor can it be assigned. Any attempt to pledge or assign may, in the
discretion of the Company, result in forfeiture of the rights created herein.(c)
    
    A Restricted Stock Unit means a unit equivalent in value to a Common Share of
the Company, credited by means of a book entry on the Companys books.(d)
    
    Under no circumstances shall the RSUs be considered Common Shares or other
securities of the Company, nor shall they entitle any Grantee to exercise voting
rights or any other rights attaching to the ownership of the Common Shares or other
securities of the Company, nor shall any grantee be considered the owner of the Common
Shares by virtue of the award of the RSUs.(e)
    
    The Company will determine conclusively all questions arising in the
administration or interpretation of this Plan and such a determination shall be final
and binding upon all persons.(f)
    
    The Companys obligation to issue Common Shares in accordance with the Plan
is subject to compliance with applicable securities laws and the rules and regulations
of applicable securities regulatory authorities and stock exchanges regarding the
issuance and distribution of such Common Shares and to the listing of such additional
Common Shares on any stock exchange on which the Common Shares are then listed. Imperial Oil Limited
December, 2004




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EXHIBIT 99.1 IMPERIAL OIL LIMITED
2004 RESTRICTED STOCK UNITS
Grant Date: December 31, 2004 Name of Grantee:
    
    Number of Units:Grant No:
    
    Empl. 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.
    
    GRANTThe Company hereby grants to you, as of the date hereof, the number of 2004 Restricted Stock
Units (RSU) as set out above, subject to the terms and conditions of the Restricted Stock
Unit Plan.2.
    
    2004 RSUEach 2004 RSU granted to you gives you the conditional right to receive from the Company, upon
exercise, (a)
    
    for the 50% of the RSUs exercised on December 31, 2007, an amount equal to the Exercise
Price, and(b)
    
    for the 50% of the RSUs exercised on December 31, 2011, a common share in the capital of
the Company, or if you notify the Company, in such manner and within such period of time as may
be determined by the Company from time-to-time, an amount equal to the Exercise Price.  3.
    
    DIVIDEND EQUIVALENTSThe Company will pay to you cash with respect to each unexercised 2004 RSU corresponding in
amount and timing to the cash dividend that is paid by the Company on a common share of the
Company.4.
    
    DEFINITIONSIn 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 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 EXERCISEDSubject to the expiry, forfeiture and deferral of exercise provisions summarized under clauses 7
and 8 of the Plan document, the 2004 RSUs granted to you will be exercised by the Company on the
following basis: 
    
    No 2004 RSUs will be exercised before December 31, 2007.
    
    50% of the 2004 RSUs will be exercised on December 31, 2007.
    
    The remaining 50% of the 2004 RSUs will be exercised on December 31, 2011.  6.
    
    EXPIRY AND FORFEITUREThis RSU grant shall expire or be forfeited at the earliest of the following times: (a)
    
    On termination of Continued Employment other than by reason of death or disability on or
after December 31, 2004.(b)
    
    The Company believes that you intend to terminate Continued Employment or if during
Continued Employment 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.
    
    ASSIGNMENTNo right created by the grant of a 2004 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.
    
    REPAYMENTIn 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.  IMPERIAL OIL LIMITED
 (SIGNATURE)  Chairman, President and Chief Executive Officer