STEPAN CO — Director's Dealing 2009

Feb 20, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: VENEGONI JOHN V (VP/GM Surfactants)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-18	Common Stock	J	22.7004	—	Acquired	6284.4131	Direct
2009-02-18	Common Stock	J	69.8902	—	Acquired	6354.3033	Direct
2009-02-18	Common Stock	M	3500	—	Acquired	9854.3033	Direct
2009-02-18	Common Stock	A	2450	—	Acquired	12304.3033	Direct
2009-02-18	Common Stock	F	1880	—	Disposed	10424.3033	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-18	Management Incentive Plan	$	J	252.098	Acquired	1988-08-08	Common Stock (252.098)	Direct
2009-02-18	Performance Shares	$	M	3500	Disposed		Common Stock (3500)	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: 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.

F3: 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.

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

F5: Amount reported reflects vesting of 3,500 performance shares on Table II. Upon vesting, total shares delivered to Reporting Person also includes an additional 2,450 shares due to achievement of certain financial targets by December 31, 2008. Also, 1,880 shares were disposed of for taxes as allowed under the plan.