STEPAN CO — Director's Dealing 2011

Feb 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2011-02-14

Reporting Person: Servatius Gregory (VP of Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-14	Common Stock	M	2000	—	Acquired	19947.576	Direct
2011-02-14	Common Stock	A	2000	—	Acquired	21947.576	Direct
2011-02-15	Common Stock	J	16.7669	—	Acquired	21964.3429	Direct
2011-02-15	Common Stock	J	48.9886	—	Acquired	22013.3315	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-14	Performance Shares	$	M	2000	Disposed		Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	370190	Indirect

Footnotes

F1: Amount reported reflects vesting of 2,000 performance shares on Table II. Upon vesting, total shares delivered to Reporting Person also includes an additional 2,000 shares due to achievement of certain financial targets by December 31, 2010.

F2: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2010.

F3: Number of common stock shares acquired with dividend purchase to reporting person's account on February 15, 2011, under the Employee Stock Ownership Plan (ESOP) established by Stepan Company.

F4: Number of common stock shares acquired with dividend purchase to reporting person's account on February 15, 2011, under the Employee Stock Ownership Plan II (ESOP II) established by Stepan Company.