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STEPAN CO Director's Dealing 2008

Aug 13, 2008

32175_dirs_2008-08-12_91c3eaa7-f071-48cf-b45d-32d1fd572133.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2008-08-08

Reporting Person: HURLBUTT JAMES E (VP & Chief Financial Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-08-08 Common Stock S 719.3376 Disposed 4897.9061 Direct
2008-08-08 Common Stock S 1311.2313 Disposed 3586.6748 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-08-08 5-1/2% Convertible Preferred Stock $ S 293.8255 Disposed Common Stock (335.4752) Direct

Footnotes

F1: On August 8, 2008, 719.3376 shares of common stock were sold in the Stepan Company Employee Stock Ownership Plan, pursuant to provisions of the Plan.

F2: On August 8, 2008, 1,311.2313 shares of common stock were sold in the Stepan Company Employee Stock Ownership Plan II, pursuant to provisions of the Plan. Also, on August 8, 2008, Reporting Person sold 293.8255 shares of preferred stock at $52.65 per share, pursuant to provisions of the Plan, which converted to common stock equals 335.4752 shares. The preferred stock conversion rate is 1.14175 shares of common stock for each share of preferred stock.

F3: Not Applicable.