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: PACHOLEC FRANK (Vice President R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-18	Common Stock	J	4.1082	—	Acquired	12154.6192	Direct
2009-02-18	Common Stock	M	2000	—	Acquired	14154.6192	Direct
2009-02-18	Common Stock	A	1400	—	Acquired	15554.6192	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-18	Performance Shares	$	M	2000	Disposed		Common Stock (2000)	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 II (ESOP II) established by Stepan Company.

F2: Amount reported reflects vesting of 2,000 performance shares on Table II. Upon vesting, total shares delivered to Reporting Person also includes an additional 1,400 shares due to achievement of certain financial targets by December 31, 2008.

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