STEPAN CO — Director's Dealing 2009

Feb 21, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2009-02-18

Reporting Person: STEPAN F QUINN JR (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-18	Common Stock	J	23.7403	—	Acquired	54632.3892	Direct
2009-02-18	Common Stock	J	72.5074	—	Acquired	54704.8966	Direct
2009-02-18	Common Stock	M	5000	—	Acquired	59704.8966	Direct
2009-02-18	Common Stock	A	3500	—	Acquired	63204.8966	Direct
2009-02-19	Common Stock	G	10450	—	Disposed	6884	Indirect
2009-02-19	Common Stock	G	10450	—	Acquired	10450	Indirect
2009-02-20	Common Stock	G	10000	—	Disposed	0	Indirect
2009-02-20	Common Stock	G	10000	—	Acquired	20450	Indirect
2009-02-20	Common Stock	G	2865	—	Disposed	60339.8966	Direct
2009-02-20	Common Stock	G	2865	—	Acquired	2865	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-18	Management Incentive Plan	$	J	2478.474	Acquired	1988-08-08	Common Stock (2478.474)	Direct
2009-02-18	Performance Shares	$	M	5000	Disposed		Common Stock (5000)	Direct

Footnotes

F1: Number of common stock shares acquired with dividend purchase to reporting person's account on February 18, 2009, under the Employee Stock Ownership Plan (ESOP) established by Stepan Company.

F2: 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.

F3: Amount reported reflects vesting of 5,000 performance shares on Table II. Upon vesting, total shares delivered to Reporting Person also includes an additional 3,500 shares due to achievement of certain financial targets by December 31, 2008.

F4: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2008.

F5: Number of common stock shares acquired with dividend purchase to reporting person's account on February 18, 2009, under the Employee Stock Ownership Plan II (ESOP II) established by Stepan Company.

F6: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.