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STEPAN CO Director's Dealing 2010

Feb 19, 2010

32175_dirs_2010-02-19_f22fea13-2752-4909-8b19-7effa1e6f0d7.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: 2010-02-17

Reporting Person: PACHOLEC FRANK (Vice President R&D)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-02-17 Common Stock M 2000 Acquired 17730.7943 Direct
2010-02-17 Common Stock A 2000 Acquired 19730.7943 Direct
2010-02-18 Common Stock J 4.0094 Acquired 19734.8037 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

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.

F2: 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.

F3: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2009.