STEPAN CO — Director's Dealing 2012

May 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-05-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-29	Common Stock	M	700	$36.92	Acquired	7262.1656	Direct
2012-05-29	Common Stock	S	700	$91.920	Disposed	6562.1656	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-29	Employee Stock Option (Right to Buy)	$36.92	M	700	Disposed	2017-02-09	Common Stock (700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	547.906	Indirect

Footnotes

F1: Transaction completed pursuant to a 10b5-1 trading plan.