Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective October 20, 2008, the Board of Directors ("Board") of Stepan Company ("Stepan") adopted the Performance Award Deferred Compensation Plan (Effective January 1, 2008) (the "Plan"). The Plan allows Participants to defer receipt of all or a portion of certain incentive compensation payments until their employment with Stepan terminates in accordance with the provisions of the Plan. Such deferral is available for such incentive compensation payments made pursuant to Stepan's 2000 Stock Option Plan, 2006 Incentive Compensation Plan or other similar and approved long-term incentive plans as allowed under the Plan. Deferred payments to a Participant may be received in a single lump sum or certain annual installments after such termination.

The descriptions of the Plan in this report are a summary of the Plan and are qualified in their entirety by the terms of the Plan. A copy of the Plan is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective October 21, 2008, the Board approved an amendment to the Amended and Restated Bylaws of Stepan Company ("Bylaws").

Article X of the Bylaws was amended to mandate indemnification and advancement of expenses to current and former directors and officers. Previously, the Bylaws mandated indemnification of current and former directors and officers and advancement of expenses only to current directors and officers, but allowed advancement of expenses to former directors and officers at the discretion of the Board. No other changes were made to the Bylaws. A copy of the Bylaws, as amended, is attached as Exhibit 3(ii) hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number - 10.1
Description - Performance Award Deferred Compensation Plan (Effective January 1, 2008)

Exhibit Number - 3(ii)
Description - Amended and Restated By-Laws of Stepan Company (Amended as of October 21, 2008)

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