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: WOOD ROBERT JOHN (V.P. & General Manager)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-14	Common Stock	M	3500	—	Acquired	15842.6894	Direct
2011-02-14	Common Stock	A	3500	—	Acquired	19342.6894	Direct
2011-02-14	Common Stock	F	2202	—	Disposed	17140.6894	Direct
2011-02-15	Common Stock	J	17.3272	—	Acquired	17158.0166	Direct
2011-02-15	Common Stock	J	51.5352	—	Acquired	17209.5518	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-14	Performance Shares	$	M	3500	Disposed		Common Stock (3500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	550	Indirect

Footnotes

F1: Amount reported reflects vesting of 3,500 performance shares on Table II. Upon vesting, total shares delivered to reporting person also includes an additional 3,500 shares due to achievement of certain financial targets by December 31, 2010. Also, 2,202 shares were disposed of for taxes as allowed under the plan.

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.