STEPAN CO — Director's Dealing 2011

Feb 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2010-03-15

Reporting Person: Servatius Gregory (VP of Human Resources)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-15	Share Units	$	A	11.538	Acquired		Common Stock (11.538)	Direct
2010-06-15	Share Units	$	A	8.831	Acquired		Common Stock (8.831)	Direct
2010-09-15	Share Units	$	A	10.406	Acquired		Common Stock (10.406)	Direct
2010-12-15	Share Units	$	A	8.938	Acquired		Common Stock (8.938)	Direct
2011-02-17	Share Units	$	A	242.748	Acquired		Common Stock (242.748)	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 pursuant 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.

F5: Reflects acquisition of Share Units under the Plan, generally payable at end of employment, unless otherwise elected.

F6: Price reported is the price of Common Stock on the date the Share Units are credited to the participant's account pursuant to Plan provisions.