STEPAN CO — Director's Dealing 2011

Jun 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2011-06-15

Reporting Person: VENEGONI JOHN V (VP/GM Surfactants)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-15	Share Units	$	A	51.270	Acquired		Common Stock (51.270)	Direct

Footnotes

F1: Share Units are acquired under the Management Incentive Plan Amended and Restated as of January 1, 2010 ("Plan"), 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.

F2: Share Units convert on a one-for-one basis into Common Stock.

F3: Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the Plan, generally payable at end of employment, unless otherwise elected.

F4: Price reported is the price of Common Stock on the date the dividend equivalents are payable pursuant to a dividend equivalent feature of the Plan.