STEPAN CO — Director's Dealing 2009

Apr 3, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2009-04-01

Reporting Person: POTTER ROBERT G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-01	Directors Deferred Compensation Plan	$27.30	J	23	Acquired	1988-08-08	Common Stock (23)	Direct
2009-04-01	Stock Awards	$27.30	J	18	Acquired	1988-08-08	Common Stock (18)	Direct

Footnotes

F1: Prior amounts were all previously reported as one total under the Directors Deferred Compensation Plan. Amounts are now being reported as two separate amounts to reflect that these securities are beneficially owned by the reporting person in either the Directors Deferred Compensation Plan or as Stock Awards. On April 1, 2009, 23 shares were added to the reporting person's Directors Deferred Compensation Plan account as per the provisions in the Stepan Company Directors Deferred Compensation Plan Amended and Restated as of January 1, 2005.

F2: Prior amounts were all previously reported as one total under the Directors Deferred Compensation Plan. Amounts are now being reported as two separate amounts to reflect that these securities are beneficially owned by the reporting person in either the Directors Deferred Compensation Plan or as Stock Awards. On April 1, 2009, 18 shares were added as dividends to the reporting person's account. All shares shall be paid to the reporting person upon termination of service on the Board of Directors and shall be paid only in shares of Stepan Company Common Stock.