STEPAN CO — Director's Dealing 2010

Feb 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2010-02-17

Reporting Person: HURLBUTT JAMES E (V.P. & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-17	Common Stock	M	2000	—	Acquired	6494.4451	Direct
2010-02-17	Common Stock	A	2000	—	Acquired	8494.4451	Direct
2010-02-17	Common Stock	F	1268	—	Disposed	7226.4451	Direct
2010-02-18	Common Stock	J	9.8461	—	Acquired	7236.2912	Direct
2010-02-18	Common Stock	J	24.1651	—	Acquired	7260.4563	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-17	Performance Shares	$	M	2000	Disposed		Common Stock (2000)	Direct
2010-02-17	Management Incentive Plan	$	J	174.765	Acquired	1988-08-08	Common Stock (174.765)	Direct

Footnotes

F1: Amount reported reflects vesting of 2,000 performance shares on Table II. Upon vesting, total shares delivered to reporting person also includes an additional 2,000 shares due to achievement of certain financial targets by December 31, 2009. Also, 1,268 shares were disposed of for taxes as allowed under the plan.

F2: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2009.

F3: Number of common stock shares acquired with dividend purchase to reporting person's account on February 18, 2010, under the Employee Stock Ownership Plan (ESOP) established by Stepan Company.

F4: Number of common stock shares acquired with dividend purchase to reporting person's account on February 18, 2010, under the Employee Stock Ownership Plan II (ESOP II) established by Stepan Company.

F5: 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.