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STEPAN CO Director's Dealing 2009

Feb 20, 2009

32175_dirs_2009-02-20_88f3e819-9107-4aba-bcf1-bdfbb820be7b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: ZOGLIO ANTHONY J (Vice President - Supply Chain)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-02-18 Common Stock J 8.8902 Acquired 9618.0668 Direct
2009-02-18 Common Stock M 3500 Acquired 13118.0668 Direct
2009-02-18 Common Stock A 2450 Acquired 15568.0668 Direct
2009-02-18 Common Stock F 1753 Disposed 13815.0668 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
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: 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, 1,753 shares were disposed of for taxes as allowed under the plan.

F3: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2008.