FORM 10-K IMPERIAL OIL LIMITED

Item 11. Executive Compensation.
Directors’ compensation
Directors’ fees are paid only to nonemployee directors. For 2004, nonemployee directors were paid an
annual retainer of $35,000 and 1,000 restricted stock units for their services as directors, plus an annual
retainer of $4,500 for each committee on which they served, an additional $5,000 for serving as chair of
a committee and $2,000 for each board and board committee meeting attended. The restricted stock units
issued to nonemployee directors have the same features as the restricted stock units for selected key
employees described on pages 38 and 39.
Starting in 1999, the nonemployee directors have been able to receive all or part of their directors’ fees in
the form of deferred share units for nonemployee directors. The purpose of the deferred share unit plan for
nonemployee directors is to provide them with additional motivation to promote sustained improvement in the
Company’s business performance and shareholder value by allowing them to have all or part of their
directors’ fees tied to the future growth in value of the Company’s common shares. This plan is described
on page 38.
While serving as directors in 2004, the aggregate cash remuneration paid to nonemployee directors,
as a group, was $324,875, and they received an additional 4,167 deferred share units for nonemployee
directors, as a group, based on an aggregate of $265,625 of cash remuneration elected to be received
as deferred share units. The nonemployee directors, as a group, received an additional 289 deferred share
units granted as the equivalent to the cash dividend paid on Company shares during 2004 for previously
granted deferred share units. In addition, the nonemployee directors received 5,000 restricted stock units.
Senior executive compensation
Summary compensation table
The following table shows the compensation for the chief executive officer and the four other
senior executives of the Company who were serving as senior executives at the end of 2004 and the
compensation for K.C. Williams who was a senior executive of the Company until July 31, 2004. This
information includes the dollar value of base salaries, cash bonus awards, and units of other long term
incentive compensation and certain other compensation.
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