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STEPAN CO Director's Dealing 2009

Feb 20, 2009

32175_dirs_2009-02-20_ea025fb2-de1e-477c-a053-f76339e86be1.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: STEPAN F QUINN (Director, Chairman, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-02-18 Common Stock J 96.477 Acquired 300621.114 Direct
2009-02-18 Common Stock J 1174.167 Acquired 301795.281 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-02-18 Management Incentive Plan $ J 3829.282 Acquired 1988-08-08 Common Stock (3829.282) 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 purusant to Plan provisions.