STEPAN CO — Director's Dealing 2008

Feb 22, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2008-02-21

Reporting Person: STEPAN F QUINN (Director, Chairman, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-21	Management Incentive Plan	$	J	4942.903	Acquired	1988-08-08	Common Stock (4942.903)	Direct

Footnotes

F1: Management Incentive Plan Amended and Restated as of January 1, 2005 ("Plan"), a 16b-3 Plan, is a nonqualified deferred compensation plan which allows Plan participants to elect to defer all or a portion of their deferred compensation into accounts pursuant to Plan provisions.