Compensation Committee

Committee Membership

The Compensation Committee of the Board of Directors of Schlumberger shall consist of at least three Directors. The members of the Committee and its Chair shall be appointed by the Board, upon the recommendation of the Nominating and Governance Committee, and may be removed by the Board at its discretion. All members of the Committee shall, in the Board's judgment, meet the applicable independence requirements of the New York Stock Exchange ("NYSE"), and all other applicable laws and regulations.

The Committee's Purpose

The purposes of the Committee are to assist the Board in discharging its responsibilities with regard to executive compensation, periodically review Non-Executive Director's compensation, oversee the general compensation philosophy of Schlumberger, serve as the administrative Committee under Schlumberger's stock plans, and report on executive compensation to the Company's stockholders.

Committee Authority and Responsibilities

The authority and responsibilities of the Compensation Committee are:

1. To review and approve the objectives, evaluate the performance, and review and recommend the compensation of Schlumberger's Chief Executive Officer to the full Board meeting in an executive session of independent directors. The Committee bases its recommendations regarding CEO compensation on:
   
   CEO performance in light of those objectives,
   Schlumberger financial and business performance, and relative shareholder returns,
   the CEO's compensation in prior years, and
   the Company's objective to be competitive with comparable peer group companies.
   
2. To review and approve the evaluation process and compensation structure for the Company's executive officers and to approve their annual compensation, including salary, annual cash incentive and long-term initiatives.
   
3. To select appropriate peer groups against which the Company's executive compensation is compared.
   
4. To review incentive compensation and equity based plans, and to advise management and the Board on the design and structure of Schlumberger's compensation and benefits programs and policies, and to recommend changes to the Board, as needed.
   
5. To administer and make awards under Schlumberger's stock option plans, and to review and approve annual stock allocation under those plans.
   
6. To monitor trends and best practices in Director compensation and stock ownership guidelines and recommend changes to the Board as it deems appropriate in accordance with the Corporate Governance Guidelines.
   
7. To monitor and review the Company's overall compensation and benefits program design to ensure continued competitiveness and consistency with established Company compensation philosophy, corporate strategy and objectives and alignment with shareholder interests.
   
8. To review and make recommendations to the Board regarding people-related strategies and initiatives, such as recruitment, retention and diversity management.
   
9. To establish stock ownership guidelines for executive officers and other key position holders.
   
10. To review and discuss with the Company's management the Compensation Discussion and Analysis (CD&A) to be included in the Company's annual proxy statement to shareholders.
    
11. To submit a Compensation Committee Report recommending to the Board that the CD&A be included in the proxy.

Committee Meetings, Support, Delegation and Evaluation

The Compensation Committee shall meet at least four times a year, or more often as circumstances require, keep minutes of its proceeding and report regularly to the Board.

The Compensation Committee may invite to its meetings any director, officer of the Company or such other person as it deems appropriate to assist it in performing its responsibilities, and has the authority to retain independent compensation or other consultants to assist it in its responsibilities, and to approve related fees and other retention provisions. Non Compensation Committee directors may attend Committee meetings and participate to the extent permitted by applicable law and regulation.

The Compensation Committee may delegate specific responsibilities to one or more individual Committee members to the extent permitted by law, regulation, NYSE Listing Standards and the Articles of Incorporation of the Company.

The Compensation Committee shall conduct and present to the Board an annual performance evaluation of the Committee. The Committee shall review annually the adequacy of this charter and recommend any changes that it deems appropriate to the Board for approval.

Revised January 29, 2008