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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-15	Share Units	$	A	184.66	Acquired		Common Stock (184.66)	Direct
2010-06-15	Share Units	$	A	141.338	Acquired		Common Stock (141.338)	Direct
2010-09-15	Share Units	$	A	166.553	Acquired		Common Stock (166.553)	Direct
2010-12-15	Share Units	$	A	143.056	Acquired		Common Stock (143.056)	Direct
2011-02-17	Share Units	$	A	1921.821	Acquired		Common Stock (1921.821)	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.