STEPAN CO — Director's Dealing 2011

Feb 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2011-02-22

Reporting Person: STEPAN F QUINN JR (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-22	Common Stock	J	32942	—	Disposed	337248	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	59363.6266	Direct
Common Stock	3749	Indirect
Common Stock	55712	Direct
Common Stock	37488	Indirect
Common Stock	16486	Indirect
Common Stock	21312	Indirect
Common Stock	30257	Indirect
Common Stock	1200	Indirect

Footnotes

F1: On February 22, 2011, 32,942 shares of Stepan Company Common Stock were transferred from the Stepan Company Pension Plan to the Employee Stock Ownership Plan II (ESOP II) established by Stepan Company. The reporting person is a member of the Plan Committee of Stepan Company which has oversight responsibility over investments of funds for employee benefit programs.

F2: Joint Tenancy with Spouse.

F3: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.