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STEPAN CO Director's Dealing 2011

Feb 16, 2011

32175_dirs_2011-02-16_7bda9317-addc-4d3d-a4f8-450ed5988b66.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Wynn H Edward (VP, Gen'l Counsel & Secretary)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-14 Common Stock M 2000 Acquired 4147.8267 Direct
2011-02-14 Common Stock A 2000 Acquired 6147.8267 Direct
2011-02-15 Common Stock J 4.4450 Acquired 6152.2717 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

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 II (ESOP II) established by Stepan Company.