FIRST AMENDMENT OF THE STEPAN COMPANY MANAGEMENT INCENTIVE PLAN

Exhibit 10.1

FIRST AMENDMENT

OF THE

STEPAN COMPANY MANAGEMENT INCENTIVE PLAN

(As Amended and Restated

Effective as of January 1, 2005)

WHEREAS , Stepan Company (the "Company") has established and maintains the Stepan Company Management Incentive Plan, as Amended and Restated effective as of January 1, 2005, (the "Plan"); and

WHEREAS , the Company reserved the right to amend the Plan in Section 7.1 by action of its Committee;

NOW, THEREFORE, BE IT RESOLVED , that the Plan is amended, effective as of January 1, 2008, in the following particulars effective as of the date set forth herein:

1.          By deleting Section 7.1 of the Plan and inserting in lieu thereof the following:

"7.1       Amendment and Termination . The Board of Directors may from time to time amend the Plan in such respects as it deems advisable and may terminate the Plan at any time; provided, however, that no such amendment or termination shall adversely affect any right or obligation with respect to any Award theretofore made under the Plan or cause any amount deferred pu