STEPAN CO — Director's Dealing 2010

Feb 18, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2010-02-16

Reporting Person: WOOD ROBERT JOHN (V.P. & General Manager)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-16	Common Stock	M	2000	$21.75	Acquired	9332.2924	Direct
2010-02-17	Common Stock	M	3500	—	Acquired	12832.2924	Direct
2010-02-17	Common Stock	A	3500	—	Acquired	16332.2924	Direct
2010-02-17	Common Stock	F	2151	—	Disposed	14181.2924	Direct
2010-02-18	Common Stock	J	17.8286	—	Acquired	14199.1210	Direct
2010-02-18	Common Stock	J	53.0745	—	Acquired	14252.1955	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-16	Employee Stock Option	$21.75	M	2000	Disposed	2010-05-08	Common Stock (2000)	Direct
2010-02-17	Performance Shares	$	M	3500	Disposed		Common Stock (3500)	Direct
2010-02-17	Management Incentive Plan	$	J	283.451	Acquired	1988-08-08	Common Stock (283.451)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	600	Indirect

Footnotes

F1: Amount reported reflects vesting of 3,500 performance shares on Table II. Upon vesting, total shares delivered to Reporting Person also includes an additional 3,500 shares due to achievement of certain financial targets by December 31, 2009. Also, 2,151 shares were disposed of for taxes as allowed under the plan.

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 (ESOP) established by Stepan Company.

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 II (ESOP II) established by Stepan Company.

F4: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2009.

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 deferrred compensation into accounts pursuant to Plan provisions.