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: WOOD ROBERT JOHN (V.P. & General Manager)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-18	Common Stock	J	23.3127	—	Acquired	5742.2775	Direct
2009-02-18	Common Stock	J	82.1128	—	Acquired	5824.3903	Direct
2009-02-18	Common Stock	M	3500	—	Acquired	9324.3903	Direct
2009-02-18	Common Stock	A	2450	—	Acquired	11774.3903	Direct
2009-02-18	Common Stock	F	1836	—	Disposed	9938.3903	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-18	Management Incentive Plan	$	J	275.469	Acquired	1988-08-08	Common Stock (275.469)	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: 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, 1,836 shares were disposed of for taxes as allowed under the plan.

F5: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2008.