<DOCUMENT>
<TYPE>EX-10.(L)
<SEQUENCE>3
<FILENAME>dex10l.txt
<DESCRIPTION>SCHLUMBERGER STOCK AND DEFERRAL PLAN
<TEXT>
<PAGE>

                                                                   Exhibit 10(l)

                              SCHLUMBERGER LIMITED
                             STOCK AND DEFERRAL PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                    (As Established Effective April 19, 2001)

                                    ARTICLE I
                        PURPOSES OF PLAN AND DEFINITIONS

     1.1  Purpose. Schlumberger Limited established this Stock and Deferral Plan
          -------
for Non-Employee Directors (the "Plan") for the purpose of providing
non-employee directors of the Company with regular grants of restricted shares
of the common stock of the Company and the opportunity to defer a portion of
their compensation, in order to provide greater incentives for those Directors
to attain and maintain the highest standards of performance, to attract and
retain Directors of outstanding competence and ability, to stimulate the active
interest of such persons in the development and financial success of the
Company, to further the identity of interests of such Directors with those of
the Company's stockholders generally, and to reward such Directors for
outstanding performance. The Plan has been established effective April 19, 2001.

     1.2  Definitions.
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     "Annual Director Award Date" means the last day of the calendar month
following the date of the first Board meeting following the regular annual
shareholders meeting of the Company.

     "Board of Directors" or "Board" means the Board of Directors of the
Company.

     "Committee" means such committee as is designated by the Board to
administer the Plan in accordance with Article II.

     "Common Stock" means the Common Stock, par value $.01 per share, of the
Company.

     "Company" means Schlumberger Limited.

     "Determination Date" means the date on which delivery of a Participant's
deferred Stock Awards is made or commences, as determined in accordance with
Section 5.1.

     "Director" means an individual who is serving as a member of the Board.

     "Effective Date" means April 19, 2001.

     "Eligible Director" means each Director who is not an employee of the
Company or of any of its subsidiaries.

     "Participant" means an Eligible Director who elects to participate in the
Plan or is otherwise credited with Stock Units pursuant to Article III.

     "Stock Account" means the bookkeeping account maintained for each
Participant to record certain amounts deferred by the Participant in accordance
with Article IV hereof.

     "Stock Award" means an award of shares of Common Stock pursuant to Article
III.

     "Stock Unit" means a unit equal to one share of Common Stock utilized for
the purpose of tracking deferrals under Article IV.

<PAGE>

                                   ARTICLE II
                           ADMINISTRATION OF THE PLAN

     2.1  Committee. This Plan shall be administered by the Committee.
          ---------

     2.2  Committee's Powers. Subject to the provisions hereof, the Committee
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shall have full and exclusive power and authority to administer this Plan and to
take all actions which are specifically contemplated hereby or are necessary or
appropriate in connection with the administration hereof. The Committee shall
also have full and exclusive power to interpret this Plan and to adopt such
rules, regulations, and guidelines for carrying out this Plan as it may deem
necessary or proper, all of which powers shall be exercised in the best
interests of the Company and in keeping with the objectives of this Plan. The
Committee shall also have the full and exclusive power to adopt rules,
procedures, guidelines and sub-plans to this Plan relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures in foreign jurisdictions. The Committee may, in its
discretion, determine the eligibility of individuals to participate herein,
determine the amount of Stock Awards a Participant may elect to defer, or waive
any restriction or other provision of this Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in this Plan in the
manner and to the extent the Committee deems necessary or desirable to carry it
into effect.

     2.3  Committee Determinations Conclusive. Any decision of the Committee in
          -----------------------------------
the interpretation and administration of this Plan shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned.

     2.4  Committee Liability. No member of the Committee or officer of the
          -------------------
Company to whom the Committee has delegated authority in accordance with the
provisions of Section 2.5 of this Plan shall be liable for anything done or
omitted to be done by him or her, by any member of the Committee or by an
officer of the Company in connection with the performance of any duties under
this Plan, except for his or her own willful misconduct or as expressly provided
by statute.

     2.5  Delegation of Authority. The Committee may delegate to the Chief
          -----------------------
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions or limitations as the Committee may
establish.

                                   ARTICLE III
                                  STOCK AWARDS

     3.1  Shares Available. There shall be available for Stock Award, during the
          ----------------
term of this Plan an aggregate of 25,000 shares of Common Stock, which shall be
made available from treasury shares of the Company.

     3.2  Initial Grant. On July 1, 2001, each Eligible Director shall be
          -------------
granted 500 shares of Common Stock. Directors who do not defer this award
pursuant to Section 4.1 will be treated as shareholders with respect to such
shares as of the grant date.

     3.3  Annual Grants. In addition, on each Annual Director Award Date, each
          -------------
Eligible Director shall automatically be granted an additional Stock Award in
the form of 500 shares of Common Stock on such date. Directors who do not defer
this award pursuant to Section 4.1 will be treated as shareholders with respect
to such shares as of the grant date.

                                   ARTICLE IV
                         DEFERRAL ELECTION AND ACCOUNTS

     4.1  Deferral Election. A Director who would otherwise be subject to U.S.
          -----------------
Federal tax with respect to a Stock Award under this Plan, or in other cases at
the discretion of the Committee, may irrevocably elect to defer the receipt of
all or part of a Stock Award by submitting a Deferral Election in the manner
specified by the Committee. The Deferral Election (i) shall specify the number
of shares of Common Stock the receipt of which the Participant elects to

<PAGE>

defer, (ii) shall designate the period of deferral among the choices provided in
Section 5.1, and (iii) may not be revoked or modified without the prior written
approval of the Committee.

     4.2  Timing of Elections. For initial grants of Stock Awards pursuant to
          -------------------
Section 3.1, Deferral Elections must be completed no later than May 31, 2001.
For annual grants of Stock Awards pursuant to Section 3.3, Deferral Elections
must be made no later than the last day of the calendar year preceding the
Annual Director Award Date. For newly appointed directors, Deferral Elections
must be completed no later than the date 15 days after commencement of services
as a Director. The Committee shall be authorized to adopt such other rules and
limitations as it shall determine are necessary or appropriate with respect to
the timing of elections to defer Stock Awards under the Plan.

     4.3  Establishment of Accounts. The Company shall also set up an
          -------------------------
appropriate record (hereinafter called the "Stock Account") which will from time
to time reflect the name of each Participant and the number of Stock Units and,
if applicable, dividend equivalents credited to such Participant pursuant to
Section 4.4.

     4.4  Crediting of Deferred Stock Awards. Any Stock Awards deferred pursuant
          ----------------------------------
to a Deferral Election as described in Section 4.1 shall be credited to the
Participant's Stock Account as of the date the shares would otherwise have been
delivered pursuant to Article III in the form of a number of Stock Units equal
to the number of shares of Common Stock deferred. No interest will be credited
to a Participant's Stock Account with respect to any Stock Units. In the event
that a dividend is paid on Common Stock during the period of deferral designated
by the Participant, an amount equivalent to the amount of the dividend will be
credited to the Participant's Stock Account and the accumulated amount will be
paid out without interest at the end of the period of deferral.

     4.5  Adjustments.
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     (a)  Exercise of Corporate Powers. The existence of this Plan and any
          ----------------------------
outstanding Stock Units credited hereunder shall not affect in any manner the
right or power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Company or its business or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock (whether or not such issue is prior to, on a parity with or junior to the
existing Common Stock) or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding of any kind, whether or not of a character similar
to that of the acts or proceedings enumerated above.

     (b)  Recapitalizations, Reorganizations and Other Activities. In the event
          -------------------------------------------------------
of any subdivision or consolidation of outstanding shares of either class of
Common Stock, declaration of a dividend payable in shares of either class of
Common Stock or other stock split, then (i) the number of Stock Units relating
to such class of Common Stock; (ii) the appropriate fair market value and other
price determinations for such Stock Units; and (iii) the number of shares
designated in Sections 3.1 and 3.3 of this Plan shall each be proportionately
adjusted by the Board to reflect such transaction. In the event of any other
recapitalization or capital reorganization of the Company, any consolidation or
merger of the Company with another corporation or entity, the adoption by the
Company of any plan of exchange affecting any class of Common Stock or any
distribution to holders of any class of Common Stock of securities or property
(other than normal cash dividends or dividends payable in Common Stock), the
Board shall make appropriate adjustments to (i) the number of Stock Units
relating to such class of Common Stock; (ii) the appropriate fair market value
and other price determinations for such Stock Units; and (iii) the number of
shares designated in Sections 3.1 and 3.3 of this Plan to give effect to such
transaction; provided that such adjustments shall only be such as are necessary
to preserve, without increasing, the value of such items. In the event of a
corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Board shall be authorized to issue or assume
units by means of substitution of new units, as appropriate, for previously
issued units or an assumption of previously issued units as part of such
adjustment.

<PAGE>

                                    ARTICLE V
                           DELIVERY OF DEFERRED SHARES

     5.1  Period of Deferral. A Participant may elect that delivery of Stock
          ------------------
Awards credited to the Participant under the Plan be made or commence at (a) a
date that is one year following the date of the termination of the Participant's
status as a Director of the Company, or (b) the date of the termination of the
Participant's status as a Director of the Company (either of such dates elected
by the Participant to be known as the "Determination Date"). Delivery of shares
will be made within 60 days after the Determination Date.

     5.2  Delivery of Deferred Stock Awards. As of the Determination Date, the
          ---------------------------------
aggregate number of Stock Units and, if applicable, dividend equivalents
credited to a Participant's Stock Account as of such Determination Date shall be
calculated. A Participant shall receive delivery of a number of shares of Common
Stock equal to the aggregate number of Stock Units and a cash payment equal to
the amount of the aggregate dividend equivalents.

     5.3  Death Prior to Payment. In the event that a Participant dies prior to
          ----------------------
delivery of all shares and funds deliverable pursuant to the Plan, any remaining
shares shall be delivered to the Participant's estate within 60 days following
the Company's notification of the Participant's death.

     5.4  Delivery to Minors and Incompetents. To the extent allowed under
          -----------------------------------
applicable law, should the Participant become incompetent, the Company shall be
authorized to deliver shares and funds deliverable pursuant to the Plan to a
guardian or legal representative of such incompetent, or directly to such
incompetent, whichever manner the Committee shall determine in its sole
discretion.

                                   ARTICLE VI
                                  MISCELLANEOUS

     6.1  Unfunded Plan. Nothing contained herein shall be deemed to create a
          -------------
trust of any kind or create any fiduciary relationship. This Plan shall be
unfunded. To the extent that a Participant acquires a right to receive delivery
of shares from the Company under the Plan, such right shall not be greater than
the right of any unsecured general creditor of the Company and such right shall
be an unsecured claim against the general assets of the Company. Although
bookkeeping accounts may be established with respect to Participants, any such
accounts shall be used merely as a bookkeeping convenience. The Company shall
not be required to segregate any assets that may at any time be represented by
stock or rights thereto, nor shall this Plan be construed as providing for such
segregation, nor shall the Company, the Board or the Committee be deemed to be a
trustee of any stock or rights thereto to be granted under this Plan. Any
liability or obligation of the Company to any Participant with respect to stock
or rights thereto under this Plan shall be based solely upon any contractual
obligations that may be created by this Plan, and no such liability or
obligation of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. Neither the Company nor the Board
nor the Committee shall be required to give any security or bond for the
performance of any obligation that may be created by this Plan.

     6.2  Title to Funds Remains with Company. Amounts credited to each
          -----------------------------------
Participant's Stock Account shall not be specifically set aside or otherwise
segregated, but will be combined with corporate assets. Title to such amounts
will remain with the Company and the Company's only obligation will be to make
timely delivery to Participants in accordance with the Plan.

     6.3  Statement of Account. A statement will be furnished to each
          --------------------
Participant annually on such date as may be determined by the Committee stating
the balance of Stock Account as of a recent date designated by the Committee.

     6.4  Assignability. Except as provided in Section 5.3, no right to receive
          -------------
delivery of shares hereunder shall be transferable or assignable by a
Participant except by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the U.S. Internal Revenue
Code of 1986 or Title I of the Employee Retirement Income Security Act of

<PAGE>

1974, as amended, or the rules thereunder. Any attempted assignment of any
benefit under this Plan in violation of this Section 6.4 shall be null and void.

     6.5  Amendment, Modification, Suspension or Termination. The Board may
          --------------------------------------------------
amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law, except that no amendment, modification or termination shall, without the
consent of the Participant, impair the rights of any Participant to the number
of Stock Units credited to such Participant's Stock Account as of the date of
such amendment, modification or termination. The Board may at any time and from
time to time delegate to the Committee any or all of this authority under this
Section 6.5.

     6.6  Governing Law. This Plan and all determinations made and actions taken
          -------------
pursuant hereto, to the extent not otherwise governed by mandatory provisions of
the Code or the securities laws of the United States, shall be governed by and
construed in accordance with the laws of the State of New York.

     6.7  Tax and Social Insurance. Participants are responsible for any and all
          ------------------------
tax or social insurance due on Stock Awards or Stock Units under this Plan.
Participants shall pay or make arrangements to satisfy all withholding
obligations of the Company related to this Plan. The Company has the authority
to satisfy any withholding obligations from funds or shares of Common Stock
deliverable pursuant to this Plan or other cash compensation due a Participant,
if applicable.

                                        SCHLUMBERGER LIMITED




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