- Proxy Statement (definitive) (DEF 14A)

Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percent of Class

State Farm Mutual Automobile Insurance Company
and related entities

One State Farm Plaza

Bloomington, IL 61710

14,081,987 (1)

The Vanguard Group, Inc.

100 Vanguard Boulevard

Malvern, PA 19355

7,333,678 (2)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

SIGMA-ALDRICH CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

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Form, Schedule or Registration Statement No.:

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(4)

Date Filed:

LOGO

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

AND PROXY STATEMENT

TO BE HELD MAY 1, 2012

TABLE OF CONTENTS


		Page



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			III

2012 PROXY STATEMENT SUMMARY			IV

INFORMATION ABOUT VOTING			1

INFORMATION ABOUT PROPOSALS			4

I. ELECTION OF DIRECTORS			5

BOARD OF DIRECTORS NOMINEES, QUALIFICATIONS AND DIVERSITY			5

DIRECTORS MEETINGS AND COMMITTEES			9

BOARD LEADERSHIP STRUCTURE			11

BOARD RISK OVERSIGHT			11

COMPENSATION RISK ASSESSMENT			12

DIRECTOR COMPENSATION			12

SHAREHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS			14

SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL BENEFICIAL OWNERS			14

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			16

EQUITY COMPENSATION PLAN INFORMATION			16

II. RATIFICATION OF APPOINTMENT OF KPMG AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2012			18

REPORT OF AUDIT COMMITTEE			18

AUDIT FIRM FEE SUMMARY			19

COMPENSATION DISCUSSION AND ANALYSIS			20

COMPENSATION COMMITTEE REPORT			33

INFORMATION CONCERNING EXECUTIVE COMPENSATION			34

III. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			49

RELATED PARTY DISCLOSURE			50

VOTE REQUIRED; OTHER MATTERS			51

SHAREHOLDER PROPOSALS			52

LOGO

Sigma-Aldrich Corporation

3050 Spruce Street

St. Louis, Missouri 63103

Telephone: (314) 771-5765

March 12, 2012

Re: Annual Meeting of Shareholders

Dear Fellow Shareholders:

I am pleased to invite you to join us for the Sigma-Aldrich Corporation Annual Meeting of Shareholders to be held on Tuesday, May 1, 2012, at 11:00 a.m., Central Daylight Time, at the Sigma-Aldrich Life Science and High Technology Center, 2909 Laclede Avenue, St. Louis, Missouri 63103. A live, listen-only audio webcast of the meeting will be available at www.sigmaaldrich.com under “ Corporate – Investor Relations .” Details about the annual meeting, nominees for election to the Board of Directors and other matters to be acted on at the annual meeting are presented in the notice and proxy statement that follow.

It is important that your shares be represented at the annual meeting, regardless of the number of shares you hold and whether or not you plan to attend the meeting in person. Accordingly, please exercise your right to vote by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials you received for the meeting or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described in the proxy statement.

On behalf of your Sigma-Aldrich Board of Directors and Management, it is my pleasure to express our appreciation for your continued support.

Sincerely,

LOGO

Rakesh Sachdev

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held May 1, 2012

NOTICE IS HEREBY GIVEN that the Sigma-Aldrich Corporation 2012 Annual Meeting of Shareholders will be held at the Sigma-Aldrich Life Science and High Technology Center, 2909 Laclede Avenue, St. Louis, Missouri 63103, on Tuesday, May 1, 2012 at 11:00 a.m., Central Daylight Time, for the following purposes:

To elect nine directors;

To ratify the appointment of KPMG LLP as Sigma-Aldrich Corporation’s independent registered public accountant for 2012;

To hold an advisory vote to approve named executive officer compensation; and

To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.

Only shareholders of record as of the close of business on March 2, 2012 are entitled to notice of, and to vote at, the meeting and any adjournments thereof.

We are pleased once again to take advantage of U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to their shareholders primarily over the Internet. We believe this process helps to expedite shareholders’ receipt of proxy materials, lower the costs of the meeting and conserve natural resources. On or about March 12, 2012, we mailed to our shareholders a notice containing instructions on how to access our 2012 Proxy Statement and 2011 Annual Report to Shareholders and how to vote. The notice also included instructions on how to receive a paper copy of the proxy materials, including the meeting notice, 2012 Proxy Statement and proxy/voting instruction card.

By Order of the Board of Directors,

LOGO

George L. Miller

Senior Vice President, General Counsel and Secretary

March 12, 2012

Your vote is important. You may vote in any one of the following ways:

Use the Internet website shown on the Notice of Internet Availability or proxy/voting instruction card (if included).

Use the toll-free telephone number shown on the proxy/voting instruction card.

Mark, sign, date and promptly return the proxy/voting instruction card (if included) in the postage-paid envelope.

Shareholders who attend the meeting may revoke their proxies and vote in person if they desire.

iii

2012 Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully, before voting.

Annual Meeting of Shareholders


^Ÿ Time and Date		11:00 A.M. Central Daylight Time, May 1, 2012
^Ÿ Place		Sigma-Aldrich Life Science and High Technology Center
		2909 Laclede Avenue
		St. Louis, Missouri 63103
^Ÿ Record Date		March 2, 2012
^Ÿ Voting		Shareowners as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.
^Ÿ Admission		No admission card or proof of share ownership is required. All shareholders of record are encouraged to attend the annual meeting.

Meeting Agenda

^Ÿ	Election of nine directors

^Ÿ	Ratification of appointment of KPMG as independent registered public accountant for 2012

^Ÿ	Advisory vote to approve named executive officer compensation

^Ÿ	Transact other business that may properly come before the annual meeting

Voting Matters/Proposals


Matter/Proposal	Board Vote Recommendation	Page Reference (for more detail)
Election of Directors	FOR EACH DIRECTOR NOMINEE	5
Ratification of Appointment of KPMG as Independent Registered Public Accountant for 2012	FOR	18
Advisory Vote to Approve Named Executive Officer Compensation	FOR	49

Board Nominees

The following table provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes cast.


Name	Occupation	Experience / Qualification	Committee Memberships	Other Public Company Boards
Rebecca M. Bergman Age 55 Director since 2008 Independent	Ÿ Vice President, New Therapies and Diagnostics, Cardiac Rhythm Disease Management, Medtronic, Inc.	Ÿ Scientific background Ÿ Research experience Ÿ Operations experience Ÿ Industry experience	Ÿ Audit Ÿ Science & Technology
George M. Church, Ph.D. Age 57 Director since 2009 Independent	Ÿ Professor of Genetics, Harvard Medical School Ÿ Director, Center for Computational Genetics	Ÿ Scientific background Ÿ Industry experience Ÿ Research experience Ÿ Technology awareness	Ÿ Corporate Governance Ÿ Science & Technology
W. Lee McCollum Age 62 Director since 2001 Independent	Ÿ Retired Ÿ Former Executive Vice President and CFO, S.C. Johnson & Son, Inc.	Ÿ Financial expert Ÿ CFO experience Ÿ Public company director experience Ÿ International experience Ÿ M&A experience Ÿ Operations experience	Ÿ Audit (Chair)	Ÿ Johnson Outdoors Inc.
Avi M. Nash Age 59 Director since 2005 Independent	Ÿ Founder and Managing Director, Avi Nash LLC Ÿ Former partner, Goldman Sachs & Co.	Ÿ Financial expert Ÿ Industry experience Ÿ M&A experience Ÿ International experience	Ÿ Audit


Name	Occupation	Experience / Qualification	Committee Memberships	Other Public Company Boards
Steven M. Paul, M.D. Age 61 Director since 2006 Independent	Ÿ Director, Appel Alzheimer’s Disease Research Institute Ÿ Professor of Neurology (Neuroscience), Psychiatry and Pharmacology, Weill Cornell Medical College of Cornell University Ÿ Former Executive Vice President for Science and Technology and President of Lilly Research Laboratories, Eli Lilly and Company	Ÿ Scientific background Ÿ Industry experience Ÿ Research experience Ÿ Public company director experience Ÿ Operations experience	Ÿ Compensation Ÿ Science & Technology (Chair)	Ÿ Alnylam Pharmaceuticals, Inc.
J. Pedro Reinhard Age 66 Director since 2001 Independent	Ÿ President, Reinhard & Associates Ÿ Former Executive Vice President, Director and CFO, The Dow Chemical Company	Ÿ Financial expert Ÿ CFO experience Ÿ Public company director experience Ÿ International experience Ÿ M&A experience Ÿ Operations experience Ÿ Industry experience	Ÿ Compensation Ÿ Corporate Governance (Chair)	Ÿ Colgate Palmolive Co. Ÿ Royal Bank of Canada
Rakesh Sachdev Age 56 Director since 2010	Ÿ President and CEO, Sigma-Aldrich Corporation	Ÿ CFO experience Ÿ CEO experience Ÿ Public company director experience Ÿ Industry experience Ÿ International experience Ÿ M&A experience Ÿ Operations experience Ÿ Marketing/sales experience		Ÿ Regal-Beloit Corporation
D. Dean Spatz Age 67 Director since 1994 Independent	Ÿ CEO, Watasso Ventures Ÿ Former Chairman and CEO, Osmonics, Inc.	Ÿ CEO experience Ÿ Public company director experience Ÿ Industry experience Ÿ Scientific background Ÿ Operations experience Ÿ M&A experience	Ÿ Compensation (Chair) Ÿ Corporate Governance
Barrett A. Toan Age 64 Director since 2001 Independent	Ÿ Chairman, Sigma-Aldrich Corporation Ÿ Former Chairman and CEO, Express Scripts, Inc.	Ÿ CEO experience Ÿ Public company director experience Ÿ Operations experience Ÿ M&A experience	Ÿ Compensation Ÿ Corporate Governance

Attendance – Each director nominee, all of whom are current directors, attended at least 75% of the Board meetings and committee meetings on which he or she sat held in 2011. All directors attended the Company’s 2011 Annual Meeting of Shareholders.

Retirement – Dr. David R. Harvey is retiring from the Board at the annual meeting due to his attainment of the Board’s mandatory retirement age as set forth in the Company’s By-laws and Corporate Governance Guidelines.

Independent Registered Public Accountant

As a matter of good corporate governance, we are asking our shareholders to ratify the selection of KPMG as our independent registered public accountant for 2012. Set forth below is summary information with respect to KPMG’s fees for services provided in 2011 and 2010.


Type of Fees	2011 ($)	2010 ($)
Audit Fees	2,622,000	2,544,000
Audit-Related Fees	85,000	55,000
Tax Fees	47,000	46,000
All Other Fees	–	–
Total	2,754,000	2,645,000

Advisory Vote to Approve Named Executive Officer Compensation

We are asking shareholders to approve on an advisory basis the compensation of our named executive officers. The Board recommends a FOR vote because it believes our executive compensation program is effective in achieving our overall goal of enhancing shareholder value by rewarding executives for sustained financial and operating performance, aligning executives’ long-term interests with those of shareholders and motivating executives to remain with us for long and productive careers.

Executive Compensation Elements


Type	Form	Attributes
Cash	• Base salary	• Reviewed annually
Cash	• Annual incentive compensation	• Performance-based
Equity	• Stock options	• Vest 1/3 per year while employed
	• Performance Shares	• Three-year performance period with two quantitative performance measures
	• Restricted stock units	• Time-based vesting conditioned on continued employment; used for retention and special circumstances
Retirement	• Pension	• Three-year vesting, payable in lump sum or as annuity
	• Supplemental executive retirement plan	• Vests 50% after five years of service and 10% annually thereafter until fully vested
	• 401(k) retirement savings plan	• Company contributions cliff vest after three years of continuous employment
	• Deferred compensation plan	• Participation at discretion of employee and based primarily on employee contributions
Other	• Perquisites	• Automobile allowance

Other Key Compensation Program Features

• Change-in-control agreements maintain best practice features (e.g., double-trigger change-in-control definition, severance less than three times base salary and target bonus, no tax gross-up, no enhanced welfare or retirement benefits)

• Pay-for-performance philosophy

• Annual and long-term incentive compensation metrics

• Limited perquisites

• Comprehensive compensation clawback policy on all incentive compensation

• Share ownership requirement

• No tax gross-ups

• Compensation risk assessment

• Pay positioning philosophy and mix of base salary and annual and long-term incentive compensation

2011 Performance Highlights

•	Operating income was $647M, an increase of $96M or 17.4% compared to 2010.

•	Diluted earnings per share (EPS) was $3.72, an increase of $0.60 or 19% compared to 2010.

•	Free cash flow was $391M. Free cash flow was calculated as net cash provided by operating activities of $495M less capital expenditures of $104M.

•	Sales were $2,505M, an increase of $234M or 10.3% compared to 2010. Excluding the impact of changes in foreign currency exchange rates and acquisitions, which increased sales by 3.7% and 1.7%, respectively, sales increased organically by 4.9% year over year.

2011 Compensation Summary

Set forth below is the 2011 compensation for each of our named executive officers as determined under U.S. Securities and Exchange Commission (“SEC”) rules. The SEC’s calculation of total compensation (reflected in the “ Total ” column) includes several items that are driven by accounting and actuarial assumptions which are not necessarily reflective of compensation actually realized by the named executive officers in 2011.


Name and Principal Position	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Rakesh Sachdev President and CEO		700,000		63,800		1,032,462		1,116,896		886,200		9,397		106,774		3,915,529
Kirk A. Richter Vice President, Treasurer and Interim CFO		290,000		—		147,586		159,581		220,284		71,101		46,372		934,924
Franklin D. Wicks Executive Vice President and President, Research		393,231		—		722,067		372,298		281,338		80,626		50,202		1,899,762
Gilles A. Cottier Executive Vice President and President, SAFC		338,615		—		690,592		372,299		310,088		31,781		46,587		1,789,962
David A. Smoller Chief Scientific Officer		309,231		—		319,450		345,729		203,298		17,515		45,949		1,241,172

2013 Annual Meeting of Shareholders

Deadline for shareholder proposals – November 12, 2012.

vii

SIGMA-ALDRICH CORPORATION

PROXY STATEMENT

For Annual Meeting of Shareholders to be held May 1, 2012

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Sigma-Aldrich Corporation (the “Company,” “we,” “our” or “us”) for use at the Company’s 2012 Annual Meeting of Shareholders to be held at the Sigma-Aldrich Life Science and High Technology Center, 2909 Laclede Avenue, St. Louis, Missouri 63103, at 11:00 A.M. Central Daylight Time, on Tuesday, May 1, 2012, and any adjournments or postponements thereof (the “Meeting”).

INFORMATION ABOUT VOTING

Who can attend and vote at the Meeting?

Shareholders of record as of the close of business on March 2, 2012 (the “Record Date”) are entitled to attend and vote at the Meeting. As of the close of business on the Record Date, there were a total of 120,833,169 shares of the Company’s common stock, par value $1.00 per share (“Common Stock”), outstanding and entitled to vote (“Outstanding Shares”). Each share of Common Stock is entitled to one vote on all matters to be voted on at the Meeting, including the election of directors, and can be voted only if the shareholder of record is present to vote or is represented by proxy. The proxy/voting instruction card accessible online or provided with this proxy statement indicates the number of shares of Common Stock you own and are entitled to vote at the Meeting.

If your shares of Common Stock are held for you as the beneficial owner through a broker, trustee or other nominee (such as a bank) in “street name,” rather than held directly in your name, you may not attend and vote these shares in person at the Meeting unless you obtain a “legal proxy” from the broker, trustee or other nominee holding your shares, giving you the right to vote the shares at the Meeting.

What constitutes a quorum at the Meeting?

The presence at the Meeting, in person or represented by proxy, of the holders of a majority of Outstanding Shares will constitute a quorum for purposes of the Meeting. For purposes of determining whether a quorum exists, proxies received but marked “abstain” and so-called “broker non-votes” (described below) will be counted as present.

Did the Company utilize the SEC’s notice and access proxy rules for delivery of the voting materials this year?

Yes. Under SEC rules, we are furnishing proxy materials to our shareholders primarily via the Internet instead of mailing printed copies of those materials to each shareholder.

On or about March 12, 2012, we mailed to each of our shareholders a Notice of Internet Availability (the “Notice”) containing instructions on how to access our proxy materials, including our 2012 Proxy Statement and 2011 Annual Report to Shareholders, and made those documents available online. The Notice also instructs you on how to access your proxy/voting instruction card to vote. This process is designed to expedite shareholders’ receipt of proxy materials, lower the costs of the Meeting and conserve natural resources. If you prefer to receive printed proxy materials, please follow the instructions included in the Notice.

How do I vote by proxy?

If you are a shareholder of record, you may vote your shares by Internet or telephone. You may also vote your shares by mail. Please see the proxy/voting instruction card for specific instructions on how to cast your vote by any of these methods.

Votes submitted via the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on April 30, 2012. Submitting your vote via the Internet or by telephone will not affect your right to vote in person should you decide to attend the Meeting. You may change your vote or revoke your proxy as described below or by submitting a valid, subsequent vote by Internet or telephone.

The Internet and telephone voting procedures are designed to authenticate shareholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. Shareholders voting via the Internet and by telephone should understand there may be costs associated with voting in these manners, such as usage charges from Internet access providers and telephone companies, that must be borne by the shareholder.

How do I vote if my shares of Common Stock are held through a broker, trustee or other nominee?

If your shares of Common Stock are held for you as the beneficial owner through a broker, trustee or other nominee in “street name,” you will need to instruct your broker, trustee or other nominee how to vote your shares. Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Meeting unless you obtain a “legal proxy” from the broker, trustee or other nominee holding your shares, giving you the right to vote the shares at the Meeting. Your broker, trustee or other nominee will provide voting instructions for you to use in directing the broker, trustee or other nominee how to vote your shares.

What if I lose the Notice or other communication from my broker, trustee or other nominee containing my control number prior to voting?

If you are a shareholder of record, you may obtain another Notice containing your control number by writing to the Corporate Secretary at Sigma-Aldrich Corporation, 3050 Spruce Street, St. Louis, MO 63103 or calling the Office of the Corporate Secretary at (314) 286-7745. If your shares of Common Stock are held for you as the beneficial owner through a broker, trustee or other nominee in “street name,” you must contact your broker, trustee or other nominee.

What discretion does my broker, trustee or other nominee have to vote my shares of Common Stock held in “street name”?

A broker, trustee or other nominee holding your shares of Common Stock in “street name” must vote those shares according to specific instructions it receives from you. If your broker, trustee or other nominee does not receive specific instructions from you, your broker, trustee or other nominee may vote your shares in its discretion on those proposals that are considered “routine” and for all other proposals (“Non-Routine Proposals”), your broker, trustee or other nominee may not vote without specific instructions from you. If a Non-Routine Proposal comes to a vote at the Meeting, your shares will not be voted on that Non-Routine Proposal, giving rise to what is called a “broker non-vote.” Shares represented by broker non-votes will be counted for purposes of determining the existence of a quorum. Your broker, trustee or other nominee will provide voting instructions for you to use in directing the broker, trustee or other nominee how to vote your shares.

At the Meeting, your broker, trustee or other nominee may vote your shares in its discretion only with respect to Proposal No. 2. Proposals No. 1 and 3 are Non-Routine Proposals for which your broker, trustee or other nominee may not vote your shares in its discretion and requires your instruction.

How do I vote my shares in the Company’s 401(k) Retirement Savings Plan?

If you participate in the Sigma-Aldrich Stock Fund in the Sigma-Aldrich Corporation 401(k) Retirement Savings Plan (the “401(k) Plan”), Fidelity Management Trust Company (“Fidelity”), trustee of the 401(k) Plan, will vote any shares credited to your account as of the Record Date in accordance with your voting instructions. You can provide voting instructions to Fidelity by returning a proxy/voting instruction card by mail or voting by Internet or telephone as described above. If voting instructions are not received by April 26, 2012, the shares credited to your account will not be voted.

Can I change my vote or revoke my proxy?

Yes. Any shareholder of record giving a proxy has the power to revoke it any time before it is voted by (1) written notice mailed to and received by Sigma-Aldrich Corporation, Attention: Corporate Secretary, 3050 Spruce Street, St. Louis, MO 63103, (2) submitting a later-dated proxy card, (3) re-voting via the Internet or telephone or (4) attending the Meeting and casting a contrary vote. Any beneficial owner whose shares are held through a broker, trustee or other nominee in “street name” also has the power to revoke a proxy any time before it is voted by (a) written notice mailed to and received by the broker, trustee or other nominee holding your shares, (b) submitting a later-dated proxy card to the broker, trustee or other nominee holding your shares, (c) re-voting via the Internet or telephone or (d) attending the Meeting and casting a contrary vote after first obtaining a “legal proxy” from the broker, trustee or other nominee holding your shares, giving you the right to vote the shares at the Meeting. If a proxy is not so revoked or not revoked in person at the Meeting, such proxy will be voted either as designated or, if no designation is made, will be voted in favor of the nominees for directors, for the ratification of the appointment of KPMG LLP (“KPMG”) as independent registered public accountant for 2012, for adoption of the resolution approving, on an advisory basis, the compensation of the Company’s named executive officers and in your proxy’s discretion as to any other business which may properly come before the Meeting.

How is the Company soliciting proxies?

The cost of solicitation of proxies will be borne by the Company. The Company intends to use MacKenzie Partners, Inc. to assist in the proxy solicitation process. The fee is estimated at $8,000 plus expenses depending upon the extent of their activities. In addition to the use of the Internet and the mail, proxies may be solicited personally or by telephone by employees of the Company without additional compensation. Brokers, dealers, banks and their nominees will be requested to forward proxy materials to the beneficial owners of Common Stock held by them of record, and the Company will reimburse them for their reasonable out-of-pocket and clerical expenses upon request.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple Notices or proxy/voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate Notice or proxy/voting instruction card for each brokerage account in which you hold shares in “street name.” If you are a shareholder of record and your shares are registered in more than one name, you will receive more than Notice. Please vote the shares represented by each Notice or proxy/voting instruction card you receive.

What is householding?

For those shareholders that have elected to continue to receive printed copies of the proxy materials, the SEC permits delivery of a single annual report to shareholders and/or proxy statement to any household at which two or more shareholders reside, whom are believed to be members of the same family. The procedure, referred to as “householding,” reduces the volume of duplicate information shareholders receive and expense to the Company. We have not implemented householding with respect to our shareholders of record; however, a number of brokerage firms have instituted householding, which may impact certain beneficial owners (i.e., “street name” shareholders). If your family has multiple accounts by which a broker holds your shares of Common Stock in “street name,” you may have previously received a householding information notification from your broker. Please contact your broker directly if you have any questions, require additional copies of the proxy statement or annual report or wish to revoke your decision to household, and thereby receive multiple reports.

Where can I find the voting results of the Meeting?

We intend to announce preliminary voting results at the Meeting and expect to publish final results on a Current Report on Form 8-K, which will be filed with the SEC within four business days after the Meeting and available on our website, www.sigmaaldrich.com , under “ Investor Relations – Financial Information .”

INFORMATION ABOUT PROPOSALS

What is the advisory vote to approve named executive officer compensation?

We are asking shareholders to vote, on a non-binding, advisory basis, on a resolution approving the compensation of our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executives (collectively, the “Named Executive Officers”), as disclosed below under “ Compensation Discussion and Analysis ” on page 20 and under “ Information Concerning Executive Compensation ” on page 34 of this proxy statement. The Board recommends shareholders vote FOR the resolution approving, on an advisory basis, the compensation of the Named Executive Officers.

Why is the Company asking shareholders to vote on this item at this time?

Beginning in 2011, Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010 (the “Dodd-Frank Act”), required most U.S. public companies to conduct separate non-binding shareholder advisory votes to approve named executive officer compensation at least once every three years and the frequency of future advisory votes to approve named executive officer compensation at least once every six years. In 2011, our shareholders overwhelmingly supported a resolution approving the compensation of the Named Executive Officers and narrowly voted in favor of holding future advisory votes to approve Named Executive Officer compensation annually. By including this item in the agenda for the Meeting, we are fulfilling our obligation under the Dodd-Frank Act and meeting shareholder expectations for an annual advisory vote to approve Named Executive Officer compensation.

I. ELECTION OF DIRECTORS

Nine directors of the Company are to be elected to hold office until the next annual meeting or until their successors are elected and qualified. Dr. David R. Harvey is retiring from the Board upon the expiration of his current term due to his attainment of the Board’s mandatory retirement age as set forth in the Company’s By-laws (the “By-laws”) and Corporate Governance Guidelines (the “Governance Guidelines”). With Dr. Harvey’s retirement, we will reduce the number of directors to nine effective at the Meeting. The Corporate Governance Committee of the Board (the “Governance Committee”) is currently in the process of identifying one or more candidates to join the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named below. Unless otherwise specified, all proxies will be voted in favor of the nine nominees listed below for election as directors of the Company. All of the nominees are presently directors of the Company and were elected to their present terms as directors at the Company’s 2011 Annual Meeting of Shareholders.

The persons named as proxies in the proxy card intend to vote for the election of the nominees named below. If for any reason any of the nominees are unable to serve or for good cause will not serve, the persons named as proxies may exercise discretionary authority to vote for substitutes proposed by the Board.

BOARD OF DIRECTORS NOMINEES, QUALIFICATIONS AND DIVERSITY

Pursuant to its charter, the Governance Committee considers the knowledge, experience, integrity and judgment of possible candidates for nomination as a member of the Board, including factors such as: broad-based skills and experience; leadership; proven ability to exercise sound judgment; prominence and reputation in a candidate’s profession; global business and social perspective; concern for long-term interest of the shareholders; and personal integrity. In addition, the potential contribution to the diversity of backgrounds, experience and competencies which the Board desires to have represented and the ability to devote sufficient time and effort to duties as a director are considered for each nominee. The Governance Committee reviews, at least annually, the size, structure and membership of the Board and its committees to assure the proper skills and experience are represented on the Board and its committees. In conducting its review, the Governance Committee considers the contributions of existing directors and the overall needs of the Company and regularly maps the skills and competencies of the directors in the aggregate against a predetermined experience set the Board deems appropriate to assist in identifying gaps and thereby assist in identifying suitable new candidates. Among other criteria, the experience set deemed appropriate for the Board as a whole includes financial expertise, an understanding of the industries in which the Company operates, experience as a director of other public companies, marketing/sales experience, significant exposure to information technology in the support of a strategic plan, scientific background, exposure to mergers and acquisitions, international business experience, independence and diversity. As described below, the Board believes that each director meets such criteria and has skills and experience that make him or her well qualified to serve as a director. For example, the Board has nominated, and our shareholders have subsequently elected, three individuals (Messrs. Sachdev, Spatz and Toan) with experience as chief executive officers of public companies, three individuals (Messrs. McCollum, Reinhard and Sachdev) with experience as chief financial officers of public or significant private companies and six individuals (Dr. Paul and Messrs. McCollum, Reinhard, Sachdev, Spatz and Toan) who are serving, or have recently served, on the boards of other public companies. The Board includes seven individuals with experience in the chemical or other relevant industry (Ms. Bergman, Drs. Church and Paul and Messrs. Nash, Reinhard, Sachdev and Spatz), three individuals with both a scientific background and experience with research institutions (Ms. Bergman and Drs. Church and Paul) and one individual with technology awareness (Dr. Church). In addition, seven Board members have operations experience (Ms. Bergman, Dr. Paul and Messrs. McCollum, Reinhard, Sachdev, Spatz and Toan); four have international experience (Messrs. McCollum, Nash, Reinhard and Sachdev); and six have experience with mergers and acquisitions (Messrs. McCollum, Nash, Reinhard, Sachdev, Spatz and Toan). In nominating candidates for election by our shareholders, both the Board and the Governance Committee act pursuant to the Governance Guidelines and the Governance Committee’s charter. Both the Board and the Governance Committee assess the effectiveness of corporate governance policies, including with respect to diversity, through completion of an annual evaluation process.

The Board has determined that each of the Company’s directors, other than Dr. Harvey and Mr. Sachdev, and that each member of the Board’s Audit Committee, Compensation Committee, Governance Committee and Science & Technology Committee (except for Dr. Harvey) is an “independent director” under Nasdaq Global Select Market (“Nasdaq”) rules and the Board’s independence criteria set forth in the Governance Guidelines. In addition, the Board has determined that, in

its judgment, each member of the Audit Committee is independent within the meaning of Section 10A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There is no family relationship between any of the officers or directors.

The following are the nominees for directors of the Company, their principal occupation, qualifications to serve on the Board, period of service as a director of the Company, other directorships and age as of March 2, 2012. There is no arrangement or understanding pursuant to which the following nominees were selected.


Rebecca M. Bergman		Ms. Bergman has more than 24 years of experience in the medical technology industry including over 16 years of experience in research and technology management and product development. Since February 2009, she has served as Vice President, New Therapies and Diagnostics for Cardiac Rhythm Disease Management of Medtronic, Inc., a manufacturer of products and therapies used in the diagnosis, treatment and monitoring of chronic medical conditions. She previously served as Vice President, Science and Technology of Medtronic, Inc. from April 2002 to February 2009. Ms. Bergman has been a director of the Company since 2008. She has served as a member of the National Advisory Committee of the National Institute of Biomedical Imaging and Bioengineering (NIBIB) of the National Institutes of Health (NIH) and currently serves on a number of academic advisory boards. Ms. Bergman is a Fellow of the American Institute for Medical and Biological Engineering (AIMBE) and was inducted into the National Academy of Engineering (NAE) in October 2010. She has a B.S. degree in Chemical Engineering from Princeton University and an honorary Ph.D. in Engineering from Drexel University. She has also completed graduate studies in Chemical Engineering and Material Science at the University of Minnesota. Age 55.

George M. Church, Ph.D.		Dr. Church is a leading expert in human genetics and biotechnology and has significant academic research institution experience, having served as a Professor of Genetics at the Harvard Medical School since 1986. He concurrently acts as Director of the Center for Computational Genetics in Cambridge, Massachusetts since 1992, where he has directed laboratory research in DNA sequencing, synthesis and homologous recombination. Dr. Church, an initiator of the Personal Genome Project in 2005 and a leader in the field of synthetic biology, is a director at the U.S. Department of Energy Center on Bioenergy at Harvard University and the Massachusetts Institute of Technology (MIT), as well as the National Institutes of Health Center of Excellence in Genomic Science at Harvard, MIT and Washington University. He has been a director of the Company since 2009. Dr. Church has served in scientific advisory roles for more than 20 companies in the field of DNA technology, diagnostics and biofuels. He earned his Ph.D. in Biochemistry and Molecular Biology from Harvard University and B.A. degree from Duke University in Zoology and Chemistry. Age 57.

W. Lee McCollum		Mr. McCollum is an audit committee financial expert and has significant management experience including more than 35 years of experience with S.C. Johnson & Son, Inc., a global manufacturer and marketer of consumer products, where he held positions involving accounting, treasury, tax, internal audit, mergers and acquisitions, strategic planning, personnel matters, international operations and general management. At S.C. Johnson & Son, Inc., he served as Senior Vice President and Chief Financial Officer from 1997 to 2004 and as Executive Vice President and Chief Financial Officer from 2005 to 2009. From 2005 to 2009, his responsibilities also included global manufacturing. Mr. McCollum retired in 2009. He has been a director of the Company since 2001. Mr. McCollum is also a director of Johnson Outdoors, Inc., Coastal South Bancshares, Inc., and serves as Vice Chairman and director of Johnson Financial Group, a large private regional bank holding company. He earned his Masters in Business Administration degree from Harvard University and B.S. degree from the University of Idaho. Age 62.



Avi M. Nash		Mr. Nash has more than 34 years of experience in the chemical industry and in corporate finance and investing. He is the Founder and Managing Director of Avi Nash LLC, a global management consulting firm that focuses on strategy, mergers and acquisitions and capital market transactions for the chemical industry. Prior to launching his firm in 2003, he was a partner of Goldman Sachs & Co. (“Goldman Sachs”), where he led the global chemical industry team in investment research, consistently topping performance rankings in the U.S. and globally. At Goldman Sachs, Mr. Nash was appointed Vice President in 1989, Managing Director in 1996, elected a partner in 1998 and named an advisory director in 2002. Earlier, he gained over 10 years of experience involving strategy at Booz Allen and Hamilton, as well as R&D, engineering and marketing experience at UOP Inc., a developer of petroleum refining technology. He has a Master of Management degree from Northwestern University, an M.S. degree in Chemical Engineering from Syracuse University and was named a distinguished alumnus of the Indian Institute of Technology, Mumbai, where he received a Bachelors degree in Chemical Engineering. He has been a director of the Company since 2005. Mr. Nash is an audit committee financial expert. Age 59.

Steven M. Paul, M.D.		Dr. Paul is currently the Director of the Appel Alzheimer’s Disease Research Institute and a Professor of Neurology (Neuroscience), Psychiatry and Pharmacology at Weill Cornell Medical College of Cornell University. He has more than 18 years of management experience in the pharmaceutical and biotechnology industries and 35 years of scientific research experience. He retired in March 2010 as Executive Vice President for Science and Technology and President of the Lilly Research Laboratories of Eli Lilly and Company (“Lilly”), a pharmaceutical company that engages in the discovery, development, manufacture and sale of pharmaceutical products, positions he held since 2003. He joined Lilly in 1993 and served in roles of increasing responsibility within the Lilly research organization, including Vice President of Discovery Research and Clinical Investigation. Prior to joining Lilly, Dr. Paul served in several senior roles at the National Institute of Mental Health, including serving as the Scientific Director of the Intramural Research Program. Dr. Paul has authored or coauthored more than 500 papers and invited book chapters and serves on the editorial boards of numerous scientific journals and as a grant reviewer for several extramural and intramural committees. He has been a director of the Company since 2006. He is a director of Alnylam Pharmaceuticals and a Venture Partner at Third Rock Ventures. Dr. Paul is also a director of the Foundation of the National Institutes of Health, a member of the Institute of Medicine of the National Academy of Sciences and a Fellow of the American Association for the Advancement of Science. He holds M.D., M.S. and B.A. degrees from Tulane University. Age 61.

J. Pedro Reinhard		Mr. Reinhard has more than 35 years of experience in the chemical industry and more than 30 years of international management experience, including more than 10 years as a chief financial officer. He is an audit committee financial expert and has significant capital markets and finance experience. Mr. Reinhard has served as President of Reinhard & Associates, a financial advisory practice, since 2006. He served as Executive Vice President and Chief Financial Officer of The Dow Chemical Company (“Dow”), a manufacturer of chemicals, plastic materials, agricultural and other specialized products, Midland, Michigan, from 1995 to 2005. Previously, Mr. Reinhard held a variety of senior international, financial and operating leadership positions at Dow, including senior operations assignments in Europe, after beginning his career at Dow in 1970 in Brazil. In 1988, Mr. Reinhard was appointed Treasurer of Dow. Mr. Reinhard served as a director of Dow from 1995 to 2007. He has been a director of the Company since 2001. He is also a director of Colgate Palmolive Co. and Royal Bank of Canada. Mr. Reinhard earned his Masters in Business Administration degree from Getulio Vargas University, São Paulo, and has done postgraduate work at the University of Cologne, Germany, and Stanford University. Age 66.



Rakesh Sachdev		Mr. Sachdev has more than 26 years of management experience. He has served as President and Chief Executive Officer of the Company since 2010. Mr. Sachdev joined the Company in 2008 as Chief Financial Officer and took on the additional role of Chief Administrative Officer and direct oversight of the Company’s international business in 2009. He was Senior Vice President and President Asia Pacific of ArvinMeritor, Inc. (“ArvinMeritor”), a global supplier of parts and services to the automotive industry, from March 2007 to July 2008. At ArvinMeritor, he also served in other leadership roles, including Interim Chief Financial Officer, Senior Vice President Strategy and Corporate Development and Vice President and General Manager of several of that company’s global businesses from August 2002 to March 2007. Prior to joining ArvinMeritor, Mr. Sachdev worked for Cummins Inc., a global manufacturer of engines and other industrial products in various leadership roles, including Chief Financial Officer for one of its largest business units, and as Managing Director of its Mexican operations. Mr. Sachdev earned his Masters in Business Administration degree from Indiana University, holds a Masters degree in Engineering from the University of Illinois and earned his Bachelors degree in Mechanical Engineering from the Indian Institute of Technology in New Delhi. He has been a director of the Company since 2010. He is also director of Regal-Beloit Corporation. Age 56.

D. Dean Spatz		Mr. Spatz has more than 43 years of management experience, including more than 32 years as a chief executive officer of a publicly traded company. He currently serves as Chief Executive Officer of Watasso Ventures, a company that specializes in investing in and actively participating in the management and development of entrepreneurial start-up companies. In that capacity, he serves on the boards of four portfolio companies in various technical fields. Previously, he served as Chairman and Chief Executive Officer of Osmonics, Inc. (NYSE listed company), an international manufacturer and marketer of water purification, fluid separation and sea water handling products and equipment, headquartered in Minnetonka, Minnesota, a company he founded in 1969. Mr. Spatz left Osmonics in 2003 after the company was acquired by GE Infrastructure, a unit of General Electric Company. Mr. Spatz is a licensed chemical engineer and is extensively published on reverse osmosis membrane technology, a breakthrough that he pioneered. He has been a director of the Company since 1994. Mr. Spatz earned his M.S. degree in Engineering Management, B.S. degree in Engineering and B.A. degree from Dartmouth College. Age 67.

Barrett A. Toan		Mr. Toan has more than 32 years of healthcare industry experience and more than 29 years of management experience, including more than 20 years as a chief executive officer. He served as Chairman of Express Scripts, Inc. (“Express Scripts”), a pharmacy benefits management company, from 1996 to 2006 and as President and Chief Executive Officer of Express Scripts from 1989 to 2005. As President and Chief Executive Officer, he led the Express Scripts initial public offering in 1992, deployed innovative cost-savings and patient safety programs and led the company’s growth into a Fortune 500 firm. Prior to joining Express Scripts, Mr. Toan was the Chief Operating Officer and Executive Director of Sanus Corps Health Systems Inc. (later GenCare) (“Sanus”), a leading health maintenance organization. Before joining Sanus, Mr. Toan served in the public sector in a variety of roles, including the Director of Missouri’s Department of Social Services. He has been a director of the Company since 2001. Mr. Toan has served as Chairman since 2010. He was a Director of Express Scripts until May 2011. Mr. Toan earned his Masters in Business Administration degree from The Wharton School of the University of Pennsylvania and A.B. degree from Kenyon College. Age 64.

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED ABOVE.

DIRECTORS MEETINGS AND COMMITTEES

The Board has standing Audit, Compensation, Corporate Governance and Science & Technology Committees. Each committee operates pursuant to a written charter, which can be viewed on the Company’s website, www.sigmaaldrich.com , under “ Investor Relations – Corporate Governance .” Information on our website does not constitute part of this proxy statement. The following table provides information regarding the membership of and number of meetings during 2011 of the Board and its committees.


Name	Board of Directors	Audit Committee	Compensation Committee	Corporate Governance Committee	Science & Technology Committee
Rebecca M. Bergman	x	x			x
George M. Church	x			x	x
David R. Harvey	x				x
W. Lee McCollum	x	x*
Avi M. Nash	x	x
Steven M. Paul	x		x		x*
J. Pedro Reinhard	x		x	x*
Rakesh Sachdev	x
D. Dean Spatz	x		x*	x
Barrett A. Toan	x*		x	x


Number of 2011 Meetings	7	8	7	4	4

* indicates Chairman

X indicates current member of the Board or a committee

Attendance

The Board held seven meetings during 2011. Each director attended at least 75% of the Board meetings and committee meetings on which he or she sat held in 2011. All directors attended the Company’s 2011 Annual Meeting of Shareholders, and it is our expectation that all nominees will attend the Meeting, unless extraordinary circumstances prevent a nominee’s attendance. All directors are encouraged to attend annual meetings of shareholders when possible.

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight responsibilities with regard to (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent registered public accountant’s qualifications and independence, (4) the performance of the Company’s Internal Audit Department (“Internal Audit”) and independent registered public accountant and (5) the Company’s accounting and financial reporting processes and audits of the Company’s financial statements. Additionally, the Audit Committee has responsibility to prepare the Report of Audit Committee that SEC rules require to be included in this proxy statement. This report can be found under “ Audit Committee Report ” beginning on page 18. The Audit Committee is directly responsible and has sole authority for the appointment, compensation, retention and oversight of the Company’s independent registered public accountant. The Audit Committee also meets with Company management, Internal Audit and the independent registered public accountant to (1) review the Company’s financial statements and related disclosures contained in the Company’s public earnings reports and the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, (2) review major issues regarding significant financial reporting matters and judgments made in connection with the preparation of the Company’s financial statements, (3) review legal matters that are reasonably likely to have a material effect on the Company’s financial statements, (4) review disclosures made by the CEO and CFO during their certification process for the Form 10-K or Form 10-Qs, (5) discuss the adequacy and effectiveness of the Company’s internal financial controls and disclosure controls and procedures, (6) approve the annual internal audit plan and (7) receive regular reports of major findings by Internal Audit and of how management is addressing the conditions reported. The Board has determined that each member of the Audit Committee meets Nasdaq

independence requirements and the Board’s independence criteria set forth in the Governance Guidelines and that Messrs. McCollum and Nash are each an “audit committee financial expert,” as defined in SEC rules.

Compensation Committee

The Compensation Committee is responsible for guiding and approving the formulation and application of strategies, policies and practices related to the compensation of the Company’s executives to enable the Company to attract and retain high quality executives, align executives’ long-term interests with those of shareholders and reward executives for sustained financial and operating performance. In doing so, consideration is given to Company and individual performance expectations, internal equity, competitive practice and the requirements of appropriate regulatory bodies. Further, the Compensation Committee monitors these strategies, policies and practices to ensure they are designed and applied in the best interest of shareholders. The Compensation Committee is also responsible for overseeing the Company’s succession planning and management development activities. The Compensation Committee considers the quality of management needed to execute our business strategy and actively participates in talent evaluation and development. Other duties and responsibilities of the Compensation Committee include (1) annually reviewing and approving corporate goals and objectives relevant to CEO compensation, (2) evaluating the CEO’s performance relative to those goals and objectives and (3) approving the CEO’s compensation levels based upon this evaluation. The Compensation Committee also administers the Company’s 2003 Long-Term Incentive Plan (the “LTIP”) and the Company’s Cash Bonus Plan (the “Bonus Plan”). The Board has determined each member of the Compensation Committee is independent under Nasdaq rules and the Board’s independence criteria set forth in the Governance Guidelines.

Corporate Governance Committee

The Governance Committee makes recommendations to the Board concerning the selection, qualification and compensation of members of the Board and its committees, as well as the size and composition of the Board and its committees. Specifically, the Governance Committee considers (1) the knowledge, experience, integrity and judgment of possible candidates for nomination as a director, (2) their potential contribution to the diversity of backgrounds, experience and competencies the Board desires to have represented and (3) their ability to devote sufficient time and effort to their duties as directors. The Governance Committee will apply this same criteria to any nominees recommended by shareholders for election to the Board provided the names of such nominees, accompanied by relevant biographical information, are submitted in writing to the Corporate Secretary of the Company consistent with the timing set forth in the By-laws as described under “ Shareholder Proposals ” on page 52 of this proxy statement. In February of each year, the Governance Committee proposes to the Board nominees for directors to be elected at the Company’s Annual Meeting of Shareholders. Therefore, in order to be considered by the Governance Committee, prospective nominee recommendations should be received by the Corporate Secretary of the Company no later than February 3 each year. The Governance Committee annually reviews director compensation and makes recommendations to the Board with respect to changes in director compensation. The Governance Committee also periodically reviews the Governance Guidelines and the Company’s Business Conduct Policy (the “Conduct Policy”) adopted by the Board and makes recommendations to the Board concerning any changes deemed appropriate in the Governance Guidelines and the Conduct Policy and the Board’s and the Company’s operations as provided therein. The Board has determined each member of the Governance Committee is independent under Nasdaq rules and the Board’s independence criteria set forth in the Governance Guidelines.

Science & Technology Committee

The Science & Technology Committee advises the Board and management on scientific matters involving the Company’s research and development programs, including regular reviews of major internal projects, interaction with academic and other outside research organizations and the acquisition of new technologies. The Science & Technology Committee assists the Board and management in keeping abreast of new developments and technologies and anticipates emerging concepts and trends in the scientific fields of greatest importance to the Company’s long-term strategy, thereby helping the Company to make well-informed choices in committing its scientific resources. The Science & Technology Committee also assists the Board in risk management related to research and development of new products.

Board Committee Evaluation Process

Each year, the Board evaluates its performance against certain criteria that it has determined are important to its success. These include financial oversight, strategic planning, compensation and Board structure and role. The Board’s committees also conduct self-evaluations annually, evaluating their performance against their respective committee charters. The results of these evaluations are reviewed with the Board, and further enhancements, if any, are agreed to for each committee.

Board Committee Training

We encourage members of the Board to participate in outside training and continuing education to enhance their skills, knowledge and contribution to the Company.

BOARD LEADERSHIP STRUCTURE

The Board takes a flexible approach to the issue of whether the offices of Chairman and CEO should be separated or combined. This approach allows the Board to regularly evaluate whether it is in the best interests of the Company for the CEO or another director to hold the position of Chairman. Dr. Jai P. Nagarkatti served as both Chairman and CEO until his death on November 13, 2010. Upon Dr. Nagarkatti’s death, Mr. Toan was elected by the Board as Chairman and Mr. Sachdev as the Company’s President and CEO. The Board no longer has a presiding director (a role previously filled by Mr. Toan); although the Board believes it may be useful and appropriate to designate a presiding director if the offices of Chairman and CEO are combined in the future.

We believe the current Board leadership structure is appropriate at this time because it will allow the Chairman to focus on corporate governance and serving shareholders’ interests while allowing the President and CEO to focus more directly on managing our operations and growing the Company.

The governance structure of the Board is as follows:

_•

The offices of Chairman and CEO are separate;

_•

The Board has established and follows robust corporate governance guidelines;

_•

Eight of the nine continuing members of the Board (approximately 89%) are independent;

_•

The Audit Committee, Compensation Committee, Governance Committee and Science & Technology Committee are all composed solely of independent directors with the exception of Dr. Harvey who is a member of the Science & Technology Committee, but who is retiring from the Board at the Meeting;

_•

Our independent directors meet regularly in executive session; and

_•

Our directors as a group possess a broad range of skills and experience sufficient to provide the leadership and strategic direction the Company requires as it seeks to enhance long-term value for our shareholders.

BOARD RISK OVERSIGHT

The entire Board is responsible for overall oversight of our Company’s risk management processes. Specific risk management oversight responsibilities have been allocated to each of the Board’s committees depending on the nature of the risk and the mandate of the respective committee. For example, the Audit Committee, pursuant to its charter, discusses the Company’s financial risk assessment and risk management policies with Company management, Internal Audit, legal counsel and the independent registered public accountant periodically and no less than at least once per year. The Compensation Committee reviews the Company’s compensation program to ensure economic incentives lead to decisions that are in the best long-term interests of our shareholders. The Science & Technology Committee reviews risk management related to research and development of new products. Company management furnishes information regarding risk management as requested by the Board.

COMPENSATION RISK ASSESSMENT

Through our executive compensation program, the Company drives shareholder value by providing incentives believed to strike the appropriate balance between risk and reward. At the direction of the Compensation Committee, the Company again, in early 2012, conducted a compensation risk assessment through an internal management committee consisting of senior representatives from finance, legal, human resources, Internal Audit and operations (the “Compensation Risk Committee”). The Compensation Risk Committee reviewed the following categories of compensation-related risk:


_• Strategic/Financial Risk		_• Equity Compensation Risk
_• Cultural/Ethics Risk		_• Performance Measurement Risk
_• Governance Risk		_• Risk Management
_• Pay-Mix Risk

The Compensation Risk Committee reviewed information regarding our management and non-management compensation programs and practices and addressed specific questions regarding each risk category. It reviewed information concerning our current pay practices, pay mix and benchmark information regarding performance metric prevalence as well as a summary of incentive plans currently in place at the Company. In conclusion, the Compensation Risk Committee determined that:

_•

The risk level associated with our compensation programs is low and is consistent with the general risk tolerance of the Company;

_•

Neither program design nor the magnitude of individual awards encourage inappropriate risk taking;

_•

Program design provides a natural hedge against inappropriate risk taking for three reasons: (1) no metric provides an inordinate amount of reward for achievement; (2) a number of the individual compensation metrics in the program balance or offset each other; and (3) the balance of short-term and long-term incentive compensation; and

_•

Controls are in place to monitor both results and behavior (e.g., regular financial monitoring, Conduct Policy certification, Company principles that define expected behaviors, clawbacks, etc.).

Based on this analysis, as well as the Compensation Committee’s understanding of our business and executive compensation program, it is the Compensation Committee’s opinion that the Company’s executive compensation program does not create incentives to take risks that are (1) inappropriate, (2) not well understood or (3) that would be reasonably likely to have a material adverse effect on the Company.

DIRECTOR COMPENSATION

The Governance Committee regularly reviews the compensation we pay to directors and retains the services of Total Rewards Strategies, the same national compensation consulting firm used by the Compensation Committee to analyze executive compensation, to conduct an annual director compensation analysis using the same comparator group companies used for analysis of executive compensation as described under “ Comparator Group” on page 23 of this proxy statement. In recommending director compensation levels, the Governance Committee also considers the significant amount of time directors expend in fulfilling their duties to the Company as well as the experience and skill level required by the Company of members of the Board. Any changes to compensation require approval by the entire Board. Executives of the Company do not have a substantive role in setting director compensation, but certain executives, including the President and CEO, the Senior Vice President, General Counsel and Secretary and the Vice President of Human Resources, at the request of the Governance Committee, assist in supporting the work of Total Rewards Strategies in developing compensation proposals for consideration by the Governance Committee. Mr. Sachdev, our President and CEO, does not receive any compensation related to his services on the Board.

The Company utilizes a combination of cash and stock-based incentive compensation to attract and retain qualified individuals to serve on the Board. The Company believes a meaningful portion of a director’s compensation should be provided in shares of Common Stock and/or stock options. Non-employee directors are expected to own, at a minimum, shares equivalent to five times the annual retainer with five years allowed to achieve the required ownership level. At December 31, 2011, all directors met the shareholding requirement given their respective tenure with the Board.

The following table provides information relating to total compensation amounts paid to non-employee directors in 2011:

Director Compensation for 2011


Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2)		Option Awards ($) (3) (4)		All Other Compensation ($) (5)		Total ($)
Rebecca M. Bergman	83,000		80,760		183,719		864		348,343
George M. Church	79,000		80,760		183,719		864		344,343
David R. Harvey	79,500		80,760		183,719		864		344,843
W. Lee McCollum	96,500		80,760		183,719		864		361,843
Avi M. Nash	81,500		80,760		183,719		864		346,843
Steven M. Paul	85,000		80,760		183,719		864		350,343
J. Pedro Reinhard	90,000		80,760		183,719		864		355,343
D. Dean Spatz	89,500		80,760		183,719		864		354,843
Barrett A. Toan	147,500		80,760		183,719		864		412,843

(1)

Represents payments for meeting attendance, annual retainer and Chairman retainer (Mr. Toan only), which are described below under “ Cash Compensation .” Also represents payments for meeting attendance from November and December 2010, which were not paid to the directors until January 2011. The meeting fees in 2010 were the same as in 2011 and are set forth below.

(2)

Represents the aggregate grant date fair value of Common Stock grants computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). On January 3, 2011, each non-employee director received 1,200 shares of Common Stock under the LTIP. Such shares were fully vested on issuance. There are no unvested stock awards outstanding as of the end of 2011 for any of the directors.

(3)

Represents the aggregate grant date fair value of stock option awards, before reflecting assumed forfeitures, over the requisite service period, computed in accordance with FASB ASC Topic 718. On May 4, 2011, each non-employee director received options to acquire 10,000 shares of Common Stock under the LTIP with a grant date fair value of $183,719. The stock options cliff vest three-months from the date of grant. Amounts reflected in the table are different than the corresponding amounts reflected in the Company’s consolidated financial statements due to the assumed forfeiture rate recognized in preparing the consolidated financial statements.

(4)	As of December 31, 2011, each director had the following number of stock options outstanding: Ms. Bergman – 50,000; Dr. Church – 40,000; Dr. Harvey – 152,800; Mr. McCollum – 86,000; Mr. Nash – 70,000; Dr. Paul – 60,000; Mr. Reinhard – 86,000; Mr. Spatz – 90,000; and Mr. Toan – 86,000.

(5)	Represents dividends earned on Common Stock grants made during 2011.

Cash Compensation

Directors who are employed by the Company receive no compensation or fees for serving as a director or for attending Board or committee meetings. Directors who are not employed by the Company receive cash and stock compensation, as described below.

Each non-employee director received retainer fees of $50,000 in 2011 for being a member of the Board and its committees. Mr. Toan, as Chairman of the Board, received a retainer of $60,000 in addition to the $50,000 retainer paid to each director.

In addition, each non-employee director, including Mr. Toan, received fees for his or her participation in Board and committee meetings. The following table provides information related to the meeting fees paid to non-employee directors:


	Board ($)		Audit Committee Chairman ($)		Other Committee Chairmen ($) (1)		Audit Committee Member ($)		Other Committee Member ($) (2)
Participation in person		3,000		4,000		2,000		2,000		1,000
Participation via conference call		1,500		2,000		1,000		1,000		500

(1)

Other committee chairmen consist of the chairman of the Compensation, Governance and Science & Technology Committees.

(2)

The members of each of the Compensation, Governance and Science & Technology Committees receive the same participation fees.

Directors are also reimbursed for travel and related expenses incurred to attend meetings.

Stock Compensation

Pursuant to the LTIP, the Company currently provides non-employee directors with stock compensation as follows:

_•

Newly elected directors are granted options to acquire 20,000 shares of Common Stock upon the date of his or her initial election to the Board;

_•

Eligible directors serving on the Board on the day after any annual meeting of shareholders, who have served on the Board for at least six months prior to such meeting, are granted options to acquire 10,000 shares of Common Stock on such date; and

_•

Each non-employee director is granted 1,200 shares of Common Stock on or about January 1 of each year.

All non-employee directors received options to purchase 10,000 shares of Common Stock in 2011. If elected at the Meeting, all eight continuing non-employee directors will receive options to purchase 10,000 shares of Common Stock on the day after the Meeting. The option exercise price per share is equal to the fair market value, or the closing price, of a share of Common Stock on the date the option is granted. No option will vest or may be exercised to any extent until the holder has continually served as a director for at least three months from the date of grant, provided that such options will vest and become exercisable upon termination of service by reason of death, disability or retirement, subject to the terms and conditions of the LTIP. The options expire ten years from the date of grant.

SHAREHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS

Shareholders can communicate directly with the Board, any individual member of the Board or any of its committees by mailing correspondence to:

Board of Directors – Sigma-Aldrich Corporation

P.O. Box 775544

St. Louis, MO 63177

USA

All communications received will be opened by the Company’s Internal Audit Department for the sole purpose of determining whether the contents are a message to the directors. Any communications not in the nature of advertising or promotions of a product or service will be promptly forwarded to the appropriate party.

SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL

BENEFICIAL OWNERS

Directors and Executive Officers

The following table sets forth the beneficial ownership of Common Stock as of the Record Date for each director and nominee for director, each Named Executive Officer and for all directors (including nominees) and executive officers of the Company as a group. The address of each persons listed below is Sigma-Aldrich Corporation, 3050 Spruce Street, St. Louis, MO 63103.


Name of Beneficial Owner	Company Position		Common Stock (1)		Stock Options Exercisable as of the Record Date or Within 60 Days Thereof		Total Stock and Stock-Based Holdings		Percent of Class
Rebecca M. Bergman		Director		4,800		50,000		54,800		<1%
George M. Church		Director		3,600		40,000		43,600		<1%
Gilles A. Cottier		Executive Vice President and President, SAFC		14,910		137,226		152,136		<1%
David R. Harvey		Director		29,470		130,000		159,470		<1%
W. Lee McCollum		Director		11,400		86,000		97,400		<1%
Avi M. Nash		Director		8,400		70,000		78,400		<1%
Steven M. Paul		Director		7,200		60,000		67,200		<1%
J. Pedro Reinhard		Director		16,537		86,000		102,537		<1%
Kirk A. Richter		Vice President, Treasurer and Interim CFO		77,834		74,016		151,850		<1%
Rakesh Sachdev		President and CEO		15,953		122,180		138,133		<1%
D. Dean Spatz		Director		36,057		90,000		126,057		<1%
David A. Smoller		Chief Scientific Officer		9,401		10,368		19,769		<1%
Barrett A. Toan		Chairman		20,400		86,000		106,400		<1%
Franklin D. Wicks		Executive Vice President and President, Research		25,980		100,226		126,206		<1%
All Director and Executive Officers as a Group – (18 persons)		N/A		313,360		1,262,829		1,576,189		1.3%

(1)

Includes shares held directly or in joint tenancy, shares held in trust, by broker, bank or nominee or other indirect means, including Common Stock units in the 401(k) Plan, and over which the individual or member of the group has sole voting or shared voting and/or investment power. Each individual or member of the group has sole voting and/or investment power with respect to the shares shown in the table above, except as follows: Barrett A. Toan shares voting and investment power with respect to 3,200 of the 20,400 shares listed above for Mr. Toan; Franlin D. Wicks shares voting and investment power with respect to 19,000 of the 25,980 shares listed above for Dr. Wicks; and Michael F. Kanan, Vice President and Corporate Controller, shares voting and investment power with respect to 500 of the 2,739 shares beneficially owned by Mr. Kanan and reflected in the “ All Director and Executive Officers as a Group ” row.

Principal Beneficial Owners and Transactions

The following table sets forth information for shareholders that, to the knowledge of the Company, beneficially owned more than five percent (5%) of the Outstanding Shares. Unless otherwise indicated, (1) the table below contains information as of the Record Date and (2) the Company believes each of the entities listed below has sole voting and investing power with respect to all the shares of Common Stock indicated.

(1)

As set forth in such company’s Schedule 13G/A, filed on January 31, 2012, State Farm Mutual Automobile Insurance Company represents shares owned by such entity and entities affiliated with such entity, including State Farm Life Insurance Company, State Farm Fire and Casualty Company, State Farm Investment Management Corp., State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. The filing indicates that such entities, along with State Farm International Life Insurance Company Ltd. and State Farm Mutual Fund Trust, may constitute a group but states that each person disclaims beneficial ownership as to all shares not specifically attributed to such entity in the filing and disclaims that it is part of a group. State Farm Mutual Automobile Insurance Company and related entities report (i) sole voting power over 14,033,160 shares, (ii) shared voting power over 48,827 shares, (iii) sole dispositive power over 14,033,160 shares and (iv) shared dispositive power over 48,827 shares; including for State Farm Mutual Automobile Insurance Company, sole

voting power over 6,598,560 shares, shared voting power over 29,613 shares, sole dispositive power over 6,598,560 shares and shared dispositive power over 29,613 shares; for State Farm Life Insurance Company, sole voting power over 456,600 shares, shared voting power over 6,769 shares, sole dispositive power over 456,600 shares and shared dispositive power over 6,769 shares; for State Farm Fire and Casualty Company, sole voting power over 0 shares, shared voting power over 3,974 shares, sole dispositive power over 0 shares and shared dispositive power over 3,974 shares; for State Farm Investment Management Corp., sole voting power over 3,241,000 shares, shared voting power over 4,685 shares, sole dispositive power over 3,241,000 shares and shared dispositive power over 4,685 shares; for State Farm Insurance Companies Employee Retirement Trust, sole voting power over 1,328,400 shares, shared voting power over 3,786 shares, sole dispositive power over 1,328,400 shares and shared dispositive power over 3,786 shares; and for State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees, sole voting power over 2,408,600 shares, shared voting power over 0 shares, sole dispositive power over 2,408,600 shares and shared dispositive power over 0 shares.

(2)

As set forth in such company’s Schedule 13G/A, filed on February 8, 2012, The Vanguard Group, Inc. reports (i) sole voting power over 160,523 shares, (ii) shared voting power over 0 shares, (iii) sole dispositive power over 7,173,155 shares and (iv) shared dispositive power over 160,523 shares. Vanguard Fiduciary Trust Company (“VFTC”) is a subsidiary of The Vanguard Group, Inc., and is the beneficial owner of 160,523 shares as a result of serving as investment manager of collective trust accounts. VFTC directs the voting of such shares.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires that the Company’s executive officers and directors and persons who beneficially own more than ten percent of the Outstanding Shares, file reports of ownership and changes in ownership with the SEC and any national securities exchange on which the Company’s securities are listed and furnish the Company with copies of all Section 16(a) reports so filed. Specific due dates for these reports have been established by the SEC, and the Company is required to report in this proxy statement any known failure to file by these dates during 2011.

Based solely on a review of these reports filed with the SEC and certain written representations furnished to the Company, the Company believes all reporting persons made all filings required by Section 16(a) of the Exchange Act on a timely basis during 2011 except as described below. One Form 4 for Karen J. Miller, Senior Vice President, Strategy & Corporate Development, reporting two transactions was filed two days late and an amendment thereto was filed one day later to correct the amount of securities beneficially owned following the reported transactions (Column 5 of Table I of Form 4). Two Form 4s for David A. Smoller, Chief Scientific Officer, each reporting three transactions were filed one and three days late, respectively. These Form 4s, together with another Form 4 for Dr. Smoller reporting three transactions that was originally filed timely, were amended one to two days after the original filing to correct the amount of securities beneficially owned following the reported transaction(s) (Column 5 of Table I of Form 4) and/or the number of derivative securities acquired or disposed of (Column 5 of Table II of Form 4). One Form 4 for a director, David R. Harvey, representing four transactions that was originally filed timely, was amended to correct the amount of securities beneficially owned following the reported transactions (Column 5 of Table I of Form 4). One gift transaction for Dr. Harvey, which occurred in November 2011, was not timely reported on a Form 5 at year end. Once discovered, the transaction was promptly reported on a Form 4. One Form 4 for Michael F. Kanan, Vice President and Corporate Controller, reporting one transaction was filed late. One Form 4 for George L. Miller, Senior Vice President, General Counsel and Secretary, reporting two transactions was filed late. Another Form 4 for Mr. Miller, representing one transaction that was originally filed timely, was amended to correct the transaction code (Column 3 of Table I of Form 4). One Form 4 for Franklin D. Wicks, Executive Vice President and President, Research, representing one transaction that was originally filed timely, was amended to correct the amount of securities beneficially owned following the reported transaction (Column 5 of Table I of Form 4). All of the foregoing late filings occurred due to administrative oversight.

Prohibition of Short Selling and Derivative Trading

Pursuant to the Conduct Policy, both employees and directors are prohibited from short selling shares of Common Stock or any other Company securities. Short selling means selling stock or other securities not owned by the seller at the time of the sale. Short sales are typically undertaken when the seller expects the price of the security being sold to decline in the future. The Conduct Policy also prohibits employees and directors from trading in derivatives of Company securities, including market options (e.g., “puts” and “calls” for Common Stock).

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2011 about Common Stock which may be issued under the Company’s equity compensation plans.

Plan Category

Number of Securities to
be Issued Upon
Exercise of Outstanding
Options, Warrants and
Rights (a) (1)

Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b) (2)

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a)) (3)

Equity compensation plans approved by security holders

4,639,900

39.47

2,504,375

Equity compensation plans

not approved by security holders

–

Total

4,639,900

2,504,375

(1)

Includes: (i) shares to be issued upon the exercise of outstanding stock options granted under the LTIP – 3,982,063, the Sigma-Aldrich Corporation Share Option Plan of 2000 (the “Share Option Plan”) – 201,355, prior to the effective termination of such Plan in 2003, and the Sigma-Aldrich Corporation Directors’ Nonqualified Share Option Plan of 1998 (the “Directors’ Plan”) – 8,000, prior to the effective termination of such plan in 2003; (ii) shares to be issued upon the vesting of outstanding restricted stock units (“RSUs”) under the LTIP – 26,827; (iii) shares to be issued upon the vesting of the stock portion of the target 2009-2011 Performance Share awards under the LTIP – 109,705 shares; (iv) shares to be issued upon the vesting of the stock portion of the target 2010-2012 Performance Share awards under the LTIP – 100,738; and (v) shares to be issued upon the vesting of the target 2011-2013 Performance Share awards under the LTIP – 211,212. The termination of the Share Option Plan and the Directors’ Plan do not impact the validity of any outstanding stock options granted under such plans prior to termination. As of the last day of 2011, there were no outstanding (a) warrants or rights under the LTIP and (b) warrants, rights or RSUs under the Share Option Plan and the Directors’ Plan. The number of shares attributable to the 2009-2011 Performance Share awards under the LTIP overstates expected Common Stock dilution as actual payouts were 71.3 percent of the target level for such awards.

(2)	This number does not take into account any of the RSUs or Performance Share awards discussed in Note 1 above.

(3)	Includes shares available for issuance under the LTIP. Of the 5,500,000 shares originally available for issuance under the LTIP (as increased by forfeitures under the Share Option Plan, the Directors’ Plan and other predecessor equity compensation plans), all can be issued as full-value awards.

II. RATIFICATION OF APPOINTMENT OF KPMG AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2012

The Audit Committee has appointed KPMG as independent registered public accountant to conduct the annual audit of the Company’s financial statements and internal controls over financial reporting for the fiscal year ending December 31, 2012 and the Board has further directed that management submit the appointment of the Company’s independent registered public accountant for ratification by the shareholders. Although action by the shareholders in this matter is not required by the By-laws or otherwise, the Board believes that it is appropriate to seek shareholder ratification of this appointment in light of the important role played by the independent registered public accountant in maintaining the integrity of the Company’s financial controls and reporting. If the shareholders fail to ratify the selection, the Audit Committee will investigate the reasons for shareholder rejection and consider whether or not to retain KPMG. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different firm at any time during the year if the Audit Committee determines such a change would be in the best interests of the Company and its shareholders.

Representatives of KPMG are expected to be present at the Meeting, will have the opportunity to make a statement if they wish to do so and are expected to be available to respond to appropriate questions.

THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2012.

REPORT OF AUDIT COMMITTEE

To the Board of Directors of Sigma-Aldrich Corporation:

We have reviewed and discussed with management the Company’s audited financial statements as of and for the year ended December 31, 2011.

Management is responsible for the Company’s financial reporting process including its system of internal control over financial reporting, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The Company’s independent registered public accountant is responsible for auditing those financial statements and internal controls over financial reporting. We have monitored and reviewed the Company’s financial reporting process and in doing, we have relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the representations of the independent registered public accountant included in their report on the Company’s financial statements and internal controls over financial reporting. Management has represented to us that the Company maintains appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations and that the Company’s financial statements are presented in accordance with generally accepted accounting principles in the United States of America. The independent registered public accountant has represented to us that the audit of the Company’s financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and that our Company’s independent registered public accountant is in fact “independent.”

We received periodic reports on the evaluation of and provided oversight and advice to management in its documentation, testing and evaluation of the Company’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. In connection with this oversight, we received periodic updates provided by management and the independent registered public accountant at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management provided the Audit Committee with and the Audit Committee reviewed a report on the effectiveness of the Company’s internal control over financial reporting. We will continue to oversee the Company’s efforts related to its internal control over financial reporting and management’s preparations for the evaluation in 2012.

We have discussed with the independent registered public accountant the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended, as adopted by the PCAOB in Rule 3200T.

We have received and reviewed the written disclosures and the letter from the independent registered public accountant required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and have discussed with the independent registered public accountant their independence.

We have also considered whether the provision of services by our independent registered public accountant not related to the audit of the financial statements referred to above and to the reviews of the interim financial statements included in the Company’s Quarterly Reports on Forms 10-Q in 2011 is compatible with maintaining the independence of our independent registered public accountant.

Based upon the reviews and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in its charter, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission.

AUDIT COMMITTEE

W. Lee McCollum, Chairman

Rebecca M. Bergman

Avi M. Nash

AUDIT FIRM FEE SUMMARY

During 2011 and 2010, the Company retained its independent registered public accountant, KPMG, to provide services in the following categories and amounts:


Type of Fees	2011 ($)		2010 ($)
Audit Fees		2,622,000		2,544,000
Audit-Related Fees (1)		85,000		55,000
Tax Fees (2)		47,000		46,000
All Other Fees		–		–
Total		2,754,000		2,645,000

(1)	Relates to fees for audits of the Company’s employee benefit plans and other audit-related services.

(2)	Relates primarily to fees for tax compliance services.

Audit fees primarily represent the cost for the audit of the Company’s annual financial statements, reviews of the Company’s Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K and statutory audit requirements at certain non-U.S. locations.

In connection with the audit of the 2011 financial statements, the Company entered into an engagement agreement with KPMG which set forth the terms by which KPMG performed audit services for the Company. The Audit Committee pre- approves all fees paid to KPMG prior to the commencement of services with one exception. Management has authority to expend up to $50,000 with KPMG for services without prior Audit Committee approval, but such action is subject to later ratification by the Audit Committee. All of the fees incurred in 2011 and 2010 were either pre-approved or later ratified by the Audit Committee. The Audit Committee has considered whether the provision of non-audit services by the Company’s independent registered public accountant is compatible with maintaining auditor independence.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our executive compensation program is based on our pay-for-performance philosophy and designed to ensure that our compensation plans work to maximize shareholder value by appropriately incentivizing our executive team to meet and exceed both our long-term strategic and annual operating plans.

2011 Business Highlights

Key 2011 financial results were as follows:

_•

Operating income was $647M, an increase of $96M or 17.4% compared to 2010.

_•

Diluted earnings per share (EPS) was $3.72, an increase of $0.60 or 19% compared to 2010.

_•

Free cash flow was $391M. Free cash flow was calculated as net cash provided by operating activities of $495M less capital expenditures of $104M.

_•

Sales were $2,505M, an increase of $234M or 10.3% compared to 2010. Excluding the impact of changes in foreign currency exchange rates and acquisitions, which increased sales by 3.7% and 1.7%, respectively, sales increased organically by 4.9% year over year.

Based on the foregoing financial results, the annual cash bonus component of our executive compensation program paid above the target level as more fully explained on page 25.

Achievement of goals related to the Performance Share component of the LTIP resulted in a payout between the threshold and target levels as more fully explained on page 29. This was based on exceeding the target level for one of the two performance measures, return on equity, and not meeting the threshold level for the other measure, sales growth.

2011 Compensation Plan Highlights

The design of our executive compensation program for 2011 was generally consistent with the design of our 2010 program. We made several enhancements in 2011 to further drive our pay-for-performance philosophy, combined with our use of many best practices, in an effort to ensure a close alignment between executive compensation and shareholder value creation. The following table highlights these enhancements:


Practices Consistent with 2010 Program		Changes Made for 2011

_• Pay-for-performance philosophy _• Comparator Group (as defined below) approach and make up _• Pay positioning philosophy and mix of base salary and annual and long-term incentive compensation _• Annual and long-term Performance Share incentive compensation metrics _• Change-in-control agreements maintain best practice features (e.g., double-trigger severance, less than three times base salary and target bonus, no tax gross-up, no enhanced welfare or retirement benefits) _• Compensation risk assessment _• Use of tally sheets _• Shareholding requirement for management and directors _• Limited perquisites		_• For the Bonus Program, increased maximum payout opportunity to 200% of target from 180% to more closely align with market practice _• To provide for consistent non-solicitation and non-compete protection for the Company, all executive officers signed our current, standard non-solicitation and non-competition agreement _• Added clawback provision to all 2011 equity awards _• Created new Financial Restatement Policy to extend clawback provision to any financial restatement, regardless of wrongdoing _• For CEO pay benchmarking, the entire Comparator Group was used rather than a subset of the Comparator Group as in the past

The elements of compensation for the Named Executive Officers are intended to attract and retain a high caliber of executive talent, align incentives with shareholder interests and support our pay-for-performance philosophy. The following table summarizes each of the three main elements of our executive compensation program:


Pay Element	Business Purpose	Key Features	2011 Actions
Base Salary	Attract and retain the high quality of executives needed to lead our complex global business	Fixed cash amount Median of our Comparator Group used as reference point Other factors considered in determining base salary for individual executives: _• responsibilities _• individual performance _• internal equity _• compensation history _• potential	Salaries adjusted to reflect individual performance and added responsibilities as well as the competitive marketplace
Annual Bonus	Motivate and reward achievement of annual financial and individual performance targets set in conjunction with annual business planning process Attract and retain key executives	Cash award paid after end of year Median of our Comparator Group used as reference point Other factors considered in determining target opportunity for individual executive: _• responsibilities _• individual performance _• internal equity	Raised threshold, target and maximum performance goals for all three financial performance metrics (i.e., adjusted operating income, free cash flow and adjusted sales growth) to drive enhanced performance and pay-for-performance linkage Increased maximum payout from 180% to 200%
Long-Term Incentive (Stock Options and Performance Shares)	Motivate and reward executive achievement of longer-term financial targets in support of our long-term strategic plan Attract and retain key executives Incentivize executives to create long-term shareholder value by offering the opportunity to benefit from stock appreciation through stock ownership Align executives’ interests with those of shareholders	Combination of stock options and Performance Shares provides balance between share price appreciation and long-term operating results Median of our Comparator Group used as reference point Other factors considered in determining target opportunity for individual executive: _• responsibilities _• individual performance _• internal equity _• potential	For 2011 Performance Share grant, adjusted threshold level for the 3-year average sales growth goal to reflect the current economic environment. Target and maximum levels were not changed from 2010, nor were return on equity goals Payout opportunities were not changed from 2010

Our executive compensation program has evolved consistent with many current best practices. The LTIP does not allow repricing or replacing underwater stock options or stock appreciation rights without shareholder approval (which we have never sought). We do not provide our executives excessive perquisites, and we do not provide any tax gross-ups on the

limited perquisites we do offer. Our change-in-control (“CIC”) agreements do not provide for payments of more than three times base salary plus the targeted bonus and do not provide for severance payments without involuntary job loss or substantial diminution of duties (i.e., double-trigger). Our CIC agreements do not provide gross-ups or modified gross-ups on CIC severance payments or extended welfare and retirement benefits. Our definition of CIC is in line with market practice and applies to all equity awards, not just those of executives. We do not guarantee annual or multi-year incentive awards and do not pay dividends on unvested Performance Shares or RSUs. We believe our executive compensation program appropriately utilizes many best practices in line with our overall pay-for-performance philosophy and considers the best interests of our shareholders.

Role of Compensation Committee

The Compensation Committee has responsibility for establishing and monitoring adherence to the Company’s compensation philosophies and objectives. The Compensation Committee is charged with monitoring the total compensation paid to each of the Named Executive Officers to ensure that compensation is fair, reasonable and competitive. The Compensation Committee makes all compensation decisions for our executive officers and reviews the performance of our President and Chief Executive Officer (the “CEO”). A description of the Compensation Committee’s role in setting executive compensation is included on page 10 under “ Directors Meetings and Committees – Compensation Committee ” and in its Charter which is published on the Company’s website, www.sigmaaldrich.com , under “ Investor Relations – Corporate Governance .”

Role of Independent Consultant to the Compensation Committee

The Compensation Committee retains the services of Total Rewards Strategies, an independent national compensation consulting firm (the “Consultant”), to collect benchmark data and analyze the executive compensation and related data of a Comparator Group of companies. The Consultant provides the Compensation Committee with information on compensation trends and practices as well as alternatives for the Compensation Committee’s consideration when making compensation decisions. The Consultant also provides opinions on compensation recommendations the Compensation Committee receives from management. The Consultant was present at all of the Compensation Committee’s meetings in 2011. In addition to executive compensation consulting services, the Consultant also provided director compensation consulting services to the Corporate Governance Committee of the Board, which is responsible for setting director pay, but did not provide any other services to the Company.

Role of Management in Compensation Decisions

Management provides recommendations to the Compensation Committee through the CEO and the Vice President of Human Resources regarding compensation strategy, plan design and implementation. Management uses Comparator Group data provided by the Consultant in making these recommendations. The CEO annually reviews the performance of our executive officers and presents individual compensation recommendations for these officers to the Compensation Committee for approval. The Compensation Committee exercises its discretion in accepting, modifying or disregarding these recommendations.

Executive Compensation Philosophy and Objectives

We seek to maintain an executive compensation program designed to attract, retain, motivate and reward executives capable of achieving and exceeding challenging business objectives determined by the Board to best deliver sustainable long-term shareholder value through profitable growth of the Company in the complex and competitive global chemical, life science and high technology industries in which we operate. In establishing and overseeing our pay-for-performance philosophy, the Compensation Committee establishes short- and long-term financial and operating performance goals consistent with our strategic plans. The Compensation Committee believes compensation paid to executives should be closely aligned with these performance goals, and that a significant portion of compensation should be directly related to factors that influence shareholder value, thereby aligning compensation closely with our shareholders’ interest.

Committee Consideration of the Company’s 2011 Shareholder Advisory Vote on Executive Compensation

At our 2011 annual meeting of shareholders, 98% of voted shares approved, on an advisory basis, the compensation of the Named Executive Officers, thus ratifying our pay-for-performance philosophy and balanced compensation approach. No specific component of our 2011 executive compensation program was altered based upon this high passage rate. However, the Compensation Committee will continue to monitor shareholder feedback as it reviews and establishes future executive compensation plans and determines awards for the Named Executive Officers.

Our Board of Directors has determined that an advisory vote will be conducted on an annual basis taking in to account a number of factors, including shareholder input.

Comparator Group

The group of companies we use as a reference for our executive compensation program is comprised of direct competitors and a broader group of companies in the chemical, life science and high technology industries. The Compensation Committee believes this group of companies (the “Comparator Group”) is representative of the labor market from which we recruit executive talent. Factors used to select Comparator Group companies include industry segment, revenue, profitability, number of employees and market capitalization. The Compensation Committee reviews the make-up of the Comparator Group annually. In 2011, the Compensation Committee discontinued the use of a smaller subset of companies from the Comparator Group for CEO compensation benchmarking and instead chose to use the entire Comparator Group because the Compensation Committee felt the larger group better represented the competitive marketplace. Companies in the Comparator Group for 2011 were consistent with those used in 2010, with the exception of Millipore Corporation and Varian Inc. which were removed from the group due to mergers.

Shown below is the Comparator Group for 2011:


Affymetrix Inc.	Dionex Corporation	Qiagen
Agilent Technologies	Life Technologies	Thermo Fisher Scientific
Albemarle Corporation	Lonza Group	VWR International
Beckman Coulter Inc.	Mettler-Toledo	Waters Corporation
Bio-Rad Laboratories, Inc.	Pall Corporation
Charles River Labs	PerkinElmer Inc.

When considering the appropriateness of the Comparator Group, the Compensation Committee compared the 2010 fiscal year-end financial results for the Company and the Comparator Group. As shown in the table below, among the Comparator Group, the Company placed above the median for sales and in the top quartile for net income and market capitalization. Given these favorable comparisons, it is the Compensation Committee’s opinion that our use of the median compensation levels of the Comparator Group as reference points was reasonable and appropriate in determining compensation for the Named Executive Officers.


2010 Financial Results for Comparator Group *($ in millions)*
Comparator Group	Sales	Net Income	Market Capitalization

50 ^th Percentile	1,968	231	4,480
75 ^th Percentile	3,183	324	6,470

Sigma-Aldrich	2,271	384	9,219

For 2012, Beckman Coulter Inc. and Dionex Corporation will no longer be included in the Comparator Group due to mergers. The Compensation Committee has added additional companies to the Comparator Group for 2012.

Among other analyses, the Consultant calculates the 50th percentile, or median, of the Comparator Group for base salary, annual cash bonus and long-term incentive compensation as well as total overall compensation. The Compensation Committee uses the median as a reference point when determining compensation targets for each element of pay as well as total compensation. Actual target pay for an individual may be more or less than median based on the Compensation Committee’s evaluation of the individual’s responsibilities, performance, internal equity, compensation history and potential.

Consistent with the Compensation Committee’s pay-for-performance philosophy, annual cash bonus and long-term incentive payments can exceed target levels only if overall Company financial targets are exceeded and will fall below target levels or be eliminated if overall financial goals are not achieved.

Elements of Compensation

Elements of our executive compensation program and benefits package include:

_•

base salary;

_•

performance-based annual cash bonus opportunity;

_•

performance-based long-term incentive comprised of a combination of stock option grants and Performance Share awards;

_•

clawback policy covering both the annual cash bonus and long-term incentive awards that calls for recoupment in the event of financial restatement, regardless of culpability;

_•

employee benefits, such as life, health and disability insurance benefits, a tax-qualified retirement savings plan (401(k)), a tax-qualified defined benefit pension plan and a non-qualified supplemental retirement plan;

_•

non-qualified, employee-funded deferred compensation plan;

_•

automobile allowance;

_•

CIC agreement that provides a severance payment upon termination after a CIC but no tax gross-up;

_•

share ownership policy that requires all executives to hold Company stock with a market value equal to a certain multiple of their base salary; and

_•

on an ad hoc basis, grants of cash or equity compensation to attract new executives to the Company or retain current management.

Compensation Analysis

At least annually, the Compensation Committee is provided with a total compensation analysis (i.e., Tally Sheet) for each of our senior executives, including the Named Executive Officers, which provides the annual value of each element of compensation and benefits as well as the combined annual value of all compensation. The Compensation Committee uses these analyses as a reference point in monitoring the effectiveness of our executive compensation program.

Each element of compensation is intended to achieve a specific purpose and to contribute to a total compensation package designed to be competitive, appropriately performance-based and valued by our executives. There is no pre-determined policy or target for allocating compensation among the various elements. The Compensation Committee reviews information provided by its Consultant and considers the Company’s historical pay practices to determine the appropriate level and mix of compensation. In allocating compensation among the various elements of our program, we believe the compensation of our most senior executives, including the Named Executive Officers, who have the greatest ability to influence Company performance, should be predominately performance-based. The following table shows the percent of each of the Named Executive Officers’ compensation allocated to each of the three main elements of compensation – base salary, annual cash bonus and long-term incentive awards as well as the total performance-based portion:


2011 TARGET COMPENSATION MIX as Percent of Total Compensation (%)
	Base Salary		Annual Cash Bonus		Long-Term Incentives		Total Performance- Based Portion

Rakesh Sachdev		20		20		60		80

Kirk A. Richter		38		23		39		62

Franklin D. Wicks		29		19		52		71

Gilles A. Cottier		27		17		56		73

David A. Smoller		27		16		57		73

The Compensation Committee reviews historic target and realized compensation for the Named Executive Officers in comparison to actual compensation for executives in the Comparator Group, considering the financial and stock performance of the Company and the Comparator Group. Total compensation delivered is considered in relation to actual Company performance with respect to revenue, net income and total shareholder return over a five-year period. Relative Company performance and total realized compensation are compared to that of the Comparator Group.

The Compensation Committee also analyzes our equity compensation practices in comparison to those of the Comparator Group considering market capitalization, net income and number of outstanding shares to ensure that our equity grants are appropriate relative to the Comparator Group and financial performance.

Base Salary . We provide executives with a base salary intended to attract and retain quality executives needed to lead our complex, global businesses. In setting the base salaries of the Named Executive Officers, the median of the Comparator Group is used as a reference point, although responsibilities, individual performance, internal equity, compensation history and potential of the executive are also considered. The Compensation Committee reviews the base salaries of the Named Executive Officers annually and may make adjustments as appropriate.

The Compensation Committee increased base salaries for Messrs. Sachdev and Richter effective January 1, 2011 to reflect their significantly increased responsibilities given that in November 2010, Mr. Sachdev was appointed as CEO and Mr. Richter was appointed as Interim Chief Financial Officer in addition to his responsibilities as Vice President and Treasurer. The Compensation Committee increased salaries for the other Named Executive Officers effective as of January 30, 2011 in recognition of increased responsibilities for Dr. Wicks and Mr. Cottier as well as the contributions of each of the Named Executive Officers to the Company during the prior year. The following table provides annualized base salary information for the Named Executive Officers for 2011 and 2010:


Annualized Base Salaries ($)
	2011		2010

Rakesh Sachdev		700,000		490,000

Kirk A. Richter		290,000		240,000

Franklin D. Wicks		396,000		360,000

Gilles A. Cottier		341,000		310,000

David A. Smoller		310,000		300,000

Annual Cash Bonus . Our annual cash incentive compensation is provided through the Bonus Plan and is designed to provide incentives to achieve annual financial and operational performance targets set in conjunction with the annual business planning process. Shareholders re-approved the Bonus Plan in 2010 to maintain tax deductibility under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and to add a Bonus Plan re-payment

requirement, often called a “clawback” provision, which requires certain executives to repay bonus awards in situations where financial results are subsequently restated.

The Compensation Committee determines target Bonus Plan awards for each executive annually after considering as a reference point the target awards provided to comparable executive positions in the Comparator Group. The Compensation Committee also considers the individual executive’s responsibilities, individual performance as well as internal equity.

The Compensation Committee established 2011 target Bonus Plan opportunities for Bonus Plan participants, including the Named Executive Officers. The Compensation Committee increased target opportunities for Messrs. Sachdev and Richter to reflect their new, larger roles. The Compensation Committee also increased target opportunities for Dr. Wicks and Mr. Cottier from 60% to 65% of base salary to reflect their expanded roles and better align this pay component with the market. The Compensation Committee also increased the maximum payout opportunity to 200% of Target to better align with the market and reflect our pay-for-performance philosophy. The table below reflects the threshold, target and maximum Bonus Plan opportunity as a percent of base salary for each of the Named Executive Officers:


2011 Bonus Plan Opportunity as Percent of Base Salary (%)
	Threshold Performance		Target Performance		Maximum Performance
Rakesh Sachdev		50		100		200
Kirk A. Richter		30		60		120
Franklin D. Wicks		32.5		65		130
Gilles A. Cottier		32.5		65		130
David A. Smoller		30		60		120

Performance targets for the Bonus Plan are linked directly to the annual business plans for the overall Company and business units where applicable. For our corporate-level executives, 100% of the payout is based on total Company results. For our executives in business units, 50% of the payout is based on total Company results, 30% is based on their business unit sales growth and 20% is based on their specific business unit and individual performance. Given the nature of our business, the Compensation Committee believes this allocation provides an appropriate balance among Company, business unit and individual accountability.

Bonus Plan performance metric definitions are shown below:

_•

Operating income (adjusted) is a key accounting measure and broad-based performance measurement. The Compensation Committee used total Company operating income to ensure business decisions were made in the best interests of our shareholders. The calculation excludes the impacts of restructuring and impairment charges and significant, unusual or one-time expenses or gains. All Named Executive Officers have adjusted operating income as a performance measure in their individual Bonus Plan award.

_•

Free cash flow measures the Company’s ability to generate cash. Free cash flow is important as it allows the Company to invest in its future and to pay dividends. We define free cash flow as net cash provided by operating activities less capital expenditures. All Named Executive Officers have free cash flow as a performance measure in their individual Bonus Plan award.

_•

Organic sales growth demonstrates the Company’s ability to organically grow the business and is a comparison of year-over-year sales. Organic sales growth is currency adjusted and excludes material acquisitions and divestitures. For 2011, the organic sales growth goal for Messrs. Sachdev and Richter was based on overall Company results. For business unit executives, the organic sales growth goal was based on their specific business units as follows: for Drs. Wicks and Smoller – Research business units and for Mr. Cottier – SAFC.

_•

Business unit/individual objectives indicate the performance of each business unit as well as individual contributions. We believe it is appropriate to encourage focus on particular goals specific to each business unit and individual. In 2011, the maximum payout for this component was increased from 100% to 200% of target to further motivate our executives. The financial metrics that enable payment of the individual portion of the award

included earnings per share EPS for Messrs. Sachdev and Richter and Drs. Wicks and Smoller and profitability for certain sites within SAFC for Mr. Cottier. The Compensation Committee may exercise negative discretion in determining the individual performance component of the award.

The following individual goals were used to determine the business unit/individual portion of each Named Executive Officer’s Bonus Plan award after attainment of the financial metric shown above:

_•

Mr. Sachdev: Provide leadership to the Company after Dr. Nagarkatti’s death at the end of 2010 and exceed Company’s financial goals as described for the Bonus Plan and LTIP.

_•

Mr. Richter: Lead our finance organization, assist with recruiting a new CFO, enhance our investor relations program and provide leadership for finance initiatives.

_•

Dr. Wicks: Lead Research business units and achieve sales growth targets for strategic initiatives.

_•

Mr. Cottier: Lead SAFC to deliver targeted sales growth and profitability and deliver on key projects.

_•

Dr. Smoller: Provide leadership to the Company’s scientific employees to drive longer-term growth through innovation, new product creation and acquisitions.

Each of the performance metrics established for the Named Executive Officers represent significant drivers of financial performance for the Company. In the Compensation Committee’s opinion, achieving these goals represents a significant, yet appropriate, challenge for the executives and their organizations. The performance metrics are weighted to reflect the Compensation Committee’s determination of the importance of each and the vaIue their achievement can bring to our shareholders. The weighting for the Operating Income, Free Cash Flow, Organic Sales Growth and Business Unit/Individual objectives is 40%, 10%, 30% and 20% respectively. For Operating Income, Free Cash Flow and Organic Sales Growth, the Compensation Committee established targets the accomplishment of which is intended to provide for a 100% payout for that particular metric. Targets at the corporate level for those three metrics in 2011 were $625M, $375M and 7%, respectively. In 2011, overall Company results for Operating Income, Free Cash Flow and Organic Sales Growth were $651M, $391M and 5% respectively; resulting in a payout of 151.8%, 132.8% and 57.5% respectively for each of these metrics for Messrs. Sachdev and Richter. The Compensation Committee determined that the Named Executive Officers met or exceeded the Business Unit/Individual objectives in each case. Under the Company’s Bonus Plan, the Compensation Committee may apply negative discretion to adjust awards with respect to accomplishment of Business Unit/Individual objectives. The resulting payout for the Business Unit/Individual objectives metric was 176.7% for the Named Executive Officers.

In addition to the Corporate level targets and results shown above for Operating Income, Free Cash flow and Business Unit/Individual objectives, the Organic Sales Growth result was below threshold for the Research business and above target for SAFC, resulting in reduced payouts for Drs. Wicks and Smoller and an award above target for Mr. Cottier.

Bonus Plan payments based on the goals and results described above are shown for each Named Executive Officer in the chart below:


2011 Bonus Plan Awards

	As Percent of Target (%)	Actual Award ($)
Rakesh Sachdev	126.6	886,200
Kirk A. Richter	126.6	220,284
Franklin D. Wicks	109.3	281,338
Gilles A. Cottier	139.9	310,088
David A. Smoller	109.3	203,298

The Bonus Plan payments are shown in the “ Non-Equity Incentive Plan Compensation ” column of the Summary Compensation Table for 2011, 2010 and 2009 (the “Summary Compensation Table”) on page 34 of this proxy statement.

The Committee granted an additional discretionary bonus to Mr. Sachdev in the amount of $63,800 in recognition of his strong leadership of the Company after promotion to the role of CEO following the unexpected passing of Dr. Jai Nagarkatti. This discretionary bonus is shown in the “ Bonus ” column of the Summary Compensation Table on page 34 of this proxy statement.

Long-Term Incentive . We use long-term incentive awards to attract and retain key management, including the Named Executive Officers. All long-term incentive awards are granted under the LTIP. Shareholders re-approved the LTIP performance criteria in 2011 to preserve certain tax deductibility under Section 162(m) of the Code. The Compensation Committee administers the LTIP and believes it provides an appropriate incentive for our executives to create shareholder value by offering participants an opportunity to benefit from stock appreciation through stock ownership.

In determining the long-term incentive opportunity for each Named Executive Officer, the Compensation Committee considers the median value of long-term incentive compensation for the Comparator Group. The Compensation Committee also considers overall share utilization in comparison to the Comparator Group, taking into account both the overall number of shares used (as a percentage of shares outstanding) as well as the value of shares used relative to the Comparator Group. The Compensation Committee then determines the long-term incentive compensation opportunity for each Named Executive Officer using as a reference point the median target awards provided to comparable executive positions in the Comparator Group. The Compensation Committee also considers the executive’s responsibilities, and individual performance as well as internal equity, and potential. In 2011, the Compensation Committee increased the long-term incentive compensation opportunity for Messrs. Sachdev and Richter to reflect their new larger roles and for Dr. Wicks and Mr. Cottier to better align with the market and reflect their increased responsibilities. The annualized long-term incentive opportunity (using the accounting value) for each Named Executive Officer is set forth in the table below for 2010 and 2011:


Long-Term Incentive Opportunity Estimated Grant Value *($ in thousands)*
	2011		2010
Rakesh Sachdev		2,149		986
Kirk A. Richter		307		229
Franklin D. Wicks		717		663
Gilles A. Cottier		717		663
David A. Smoller		665		663

The Compensation Committee believes that a combination of stock options and Performance Shares, which are contingent upon achieving long-term financial targets, aligns the interests of executives with those of shareholders through stock appreciation and appropriately considers the volatility of our stock price whose value may be driven by general forces in the market and other factors beyond our control.

Stock Options . On February 14, 2011, the Compensation Committee granted the Named Executive Officers stock options with a ten-year life that vest in three equal increments on each grant date anniversary. The number of options granted was determined by dividing 50% of the target long-term incentive opportunity by the adjusted Black-Scholes value of a share of our common stock near the grant date. For purposes of this calculation, the Compensation Committee selected an option life and volatility period of seven years. The Compensation Committee has a policy whereby options are granted at 100% of the fair market value of the Company’s common stock on the close of trading on the first day of the designated “trading window” which follows a public release of earnings. By setting the option price within the open trading window period, the Compensation Committee believes it will enhance transparency and reduce the potential for stock option pricing to unduly affect compensation. The expense related to 2011 option grants to the Named Executive Officers, excluding assumed forfeitures, is listed in the “ Option Awards ” column of the Summary Compensation Table on page 34 and the grants of options are listed in the Grants of Plan-Based Awards for 2011 table on page 35 of this proxy statement.

Performance Shares . The LTIP provides for awards of Performance Shares to motivate our executives to achieve our financial targets over a three-year period. A new three-year performance period is launched each year, and performance periods including 2011 began in 2009, 2010 and 2011. The Compensation Committee established the following financial performance measures and targets for each three-year performance period with each metric weighted 50%: (1) average

annual growth in sales of 7.8% for 2009 and 10% for both 2010 and 2011; and (2) average return on equity ROE of 20% for 2009, 2010 and 2011.

_•

Average annual sales growth is defined as the three-year average of year-over-year percentage changes in net sales (currency adjusted) inclusive of acquisitions or divestitures.

_•

Return on equity is defined as the three-year average reported net income divided by total stockholders’ equity. There are no adjustments to net income or stockholders’ equity for this calculation.

The sales growth and return on equity measures were selected by the Compensation Committee and are expected to provide a balance between growth and operational measures consistent with our strategic goals. Performance Share vesting is determined by formula without management or Compensation Committee discretion. At the end of the performance period, any award earned for the 2009 or 2010 grant is delivered 50% in shares of Company common stock and 50% in cash. Any award earned for the 2011 grant is delivered 100% in shares of Company common stock, subject to applicable tax withholding. The target Performance Share value related to the 2011 grants to the Named Executive Officers is listed in the “ Stock Awards ” column of the Summary Compensation Table on page 34 of this proxy statement.

In February 2011, the Compensation Committee granted Performance Shares to the Named Executive Officers for the three-year performance period beginning January 1, 2011 and ending December 31, 2013. The number and value of Performance Share grants are listed in the Grants of Plan-Based Awards for 2011 table on page 35 of this proxy statement in the columns titled “ Estimated Future Payouts Under Equity Incentive Plan Awards ” and “ Grant Date Fair Value of Stock and Option Awards .”

The most recent payout of Performance Shares, based on Company average annual sales growth and return on equity performance for the three-year period beginning January 1, 2009 and ending December 31, 2011 occurred in February 2012 at 71.3% of target as shown below:


2009 Performance Share Payout (for the 2009 – 2011 Performance Period)
			Performance Levels		Results

Measure	Weight (%)		Target (100% of grant) (%)		Results (%)		Shares Awarded as Percent of Target (%)
Sales Growth		50		7.8		4.5		0.0
Return on Equity		50		20.0		21.7		142.5
Total		100						71.3

The threshold goal for sales growth for the three-year period was not achieved resulting in no award for that component. Return on equity of 21.7% was achieved resulting in a 142.5% award for that component. The combined achievement for both components resulted in an award of 71.3% (50% times 0% plus 50% times 142.5%) of the target Performance Shares granted to participants. The Compensation Committee believes that attainment of the goals is a significant challenge. The Compensation Committee does not apply discretion in determining the award.

In addition to these grants, the Compensation Committee awarded 6,000 time-based RSUs valued at $377,700 to Dr. Wicks and 5,500 RSUs valued at $346,225 to Mr. Cottier on February 16, 2011 for retention purposes. The grants will vest on February 1, 2013 based on continued service and approximate the annual base salary of each of Dr. Wicks and Mr. Cottier.

2012 Executive Compensation Decisions

Subsequent to 2011 year-end, the Compensation Committee made certain changes for 2012 compensation for the Named Executive Officers. For the LTIP the Compensation Committee added relative total shareholder return as a performance metric for the 2012 Performance Share grant weighted 20% of the total value in order to better reflect the performance of the Company relative to competition. Sales growth and ROE are each weighted 40%. With regards to

individual compensation decisions, in recognition of Mr. Sachdev’s strong performance since becoming CEO in November of 2010, the Compensation Committee approved increasing his base salary by 14.3% to $800,000 from $700,000. The Compensation Committee retained Mr. Sachdev’s Bonus Plan target at 100% of his base salary and increased his 2012 LTIP equity-based opportunity target to $2,900,000.

Financial Restatement Policy

The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires companies to develop and implement a policy for recovery (i.e., clawback) of incentive-based compensation from executive officers in the event of the restatement of previously published financial statements resulting from a material accounting error, material non- compliance with financial reporting requirements or violations of US securities laws.

In advance of the promulgation of final regulations by the SEC, the Compensation Committee has implemented a Financial Restatement Policy (the “Policy”) which requires clawback of any overpayment whenever there is a restatement of previously filed financial statements with the SEC whether or not there was wrong doing. The Policy has the following key attributes:

_•	Applies to all executive officers of the Company subject to Section 16 of the Securities Exchange Act of 1934 irrespective of responsibility as well as any management level employee the Compensation Committee deems responsible for a restatement;

_•	Makes incentive compensation subject to clawback for a period of up to three years prior to the restatement;

_•	Includes as covered incentive compensation Bonus Plan payments and LTIP awards (Performance Shares, RSUs and stock options) as well as any other awarded incentive-based compensation;

_•	Recoups the difference in the amount actually paid and the amount that should have been paid if the financial statements had been correctly reported initially; and

_•	Recovers the clawback amount via: cash payment; salary withholding over a 12-month period; reduction of future incentive compensation; voiding unvested share or option grants; or recovering deferred compensation.

While the Bonus Plan already had a clawback feature that required reimbursement of any annual bonus paid to an executive officer, that clawback was triggered only when intentional misconduct caused a restatement. Once the SEC issues final regulations the Compensation Committee intends to amend the Policy as necessary to ensure compliance with such regulations.

Company Sponsored Benefit Plans

We provide the Named Executive Officers with essentially the same company-sponsored health, welfare and retirement benefits as all other employees, including life, health and disability insurance benefits, a qualified savings plan and a defined benefit pension plan. Following are the differences from those standard plans:

Welfare Benefits . Because of salary limits on our basic disability insurance benefit, certain highly compensated employees, including the Named Executive Officers, participate in a Company-paid supplemental long-term disability benefit that, when disabled, provides base salary income replacement of 67% to a maximum monthly benefit of $21,000 when combined with the basic benefit. The Named Executive Officers also have increased coverage under our travel accident insurance plan, pursuant to an industry standard policy.

Retirement Plans . Our U.S. executives participate in our tax-qualified pension plan, the Retirement Security Value Plan (the “RSVP”), and 401(k) Plan. Base salary and annual cash bonus awards, but not long-term value delivered in shares or perquisites, are treated as eligible pay under the terms of these plans. Because we do not offer non-qualified “parity” pension or 401(k) plans for employees whose benefits are limited by the Code, we do offer certain executives participation in the Sigma-Aldrich Supplemental Retirement Plan (the “SERP”) as described below. A detailed description of the terms of the RSVP and SERP and the benefits provided to the Named Executive Officers can be found beginning on page 38 of this proxy statement under “ Retirement Plan ” and page 40 of this proxy statement under “ Nonqualified Deferred Compensation .”

Non-Qualified Deferred Compensation Plan . We provide certain employees, including the Named Executive Officers, the opportunity to defer the payment of up to 50% of base salary and/or up to 100% of Bonus Plan awards to supplement their retirement income or short-term savings and defer current pre-tax income on which they earn a tax-deferred market rate of return. Details of the Sigma-Aldrich Corporation 2005 Flexible Deferral Plan (the “Deferral Plan”) are described on page 40 of this proxy statement. The Company provides a match on the deferred amount only to the extent that the match was not earned in the 401(k) Plan due to the Deferral Plan deferral.

Supplemental Retirement Plan . The SERP provides certain executives, including the Named Executive Officers, with additional retirement savings to supplement those that would otherwise be available but for limits imposed by the Code, including a limitation on eligible compensation in a qualified savings plan of $245,000 for 2011. The Compensation Committee, after a review of retirement benefits of the Comparator Group supplied by the Consultant, established the overall target for retirement benefits at approximately 37.5% of final base salary for an executive with 30 years of service, which equals about 1.25% of final base salary per year of service. We consider Company contributions to the combined Company retirement plans and social security in meeting this target.

We maintain a bookkeeping account for participants reflecting annual credits of 6% of base salary. In addition to a SERP credit of 6% of base salary, the Compensation Committee, using the approach described above, identified a gap in the projected retirement benefits for Mr. Sachdev in the amount of $36,784 and credited such amount to his SERP account in 2011. No special credits were granted to the SERP accounts of Messrs. Richter and Cottier and Drs. Wicks and Smoller.

Participants in the SERP, including the Named Executive Officers, choose the investment options used to determine the earnings credited to their account from a list of mutual funds that generally coincide with the investment options within the Deferral Plan. Details of the SERP, including contributions and earnings for the Named Executive Officers, are listed in the Nonqualified Deferred Compensation for 2011 table on page 41 of this proxy statement.

Limited Perquisites . We provide an automobile allowance to certain executives including the Named Executive Officers. The annual benefit for these vehicles in 2011 was $18,000 for each Named Executive Officer. We do not provide any other perquisites to our executives. We do not own or lease airplanes; therefore, all business travel is conducted using commercial carriers. In line with our pay-for-performance philosophy, we do not provide financial planning, club memberships or other common executive perquisites. The value of the auto allowance is included in the “ All Other Compensation ” column of the Summary Compensation Table on page 34 of this proxy statement.

CIC Agreements . As described under “ Employment Agreements – CIC Agreements with Named Executive Officers ” starting on page 42 of this proxy statement, we have entered into CIC agreements with each Named Executive Officer. The CIC agreements contain severance provisions subject to a double-trigger provision that requires both a CIC of the Company and separation from service within two years of the CIC. No changes were made to the CIC agreements in 2011. In 2010 the Compensation Committee amended the CIC agreements to update the definition of CIC, broaden and clarify the confidentiality and non-compete provisions, provide that the Company may seek injunctive relief as part of the dispute resolution process and clarify the director and officer insurance and indemnification obligations of the Company. Severance or other benefits provided to the executive were not changed. In line with best practices, our amended CIC agreements:

_•

do not provide severance benefits without involuntary job loss or substantial diminution of duties;

_•

do not provide severance benefits in excess of three times base salary and annual cash target bonus;

_•

do not provide for tax gross-ups; and

_•

do not provide extended welfare or retirement benefits.

The Compensation Committee regularly reviews the CIC agreement as well as the list of executives eligible for the agreements. We believe these agreements serve the best interests of the Company and our shareholders by allowing our executives to exercise business judgment without fear of losing their jobs as a result of a CIC. The Compensation Committee believes from its experience and the advice of the Consultant such arrangements are competitive, reasonable and necessary to attract and retain key executives. These agreements do not materially affect the Compensation Committee’s annual compensation determinations, as they only restrict the Compensation Committee’s ability to reduce base salary after a CIC.

Acceleration of Vesting of Equity-Based Awards . Under the LTIP, all grants of stock options, Performance Shares and RSUs vest upon a CIC of the Company. In the event of a CIC, the Compensation Committee believes it is appropriate to vest outstanding equity grants to attract and retain key executives and to provide sufficient inducement to management to support a CIC when the Board determines it is in the best interest of shareholders.

A summary of the definition of CIC under the CIC agreements and the LTIP is set forth beginning on page 42 of this proxy statement under “ Employment Agreements – CIC Agreements with Named Executive Officers .”

In addition, certain acceleration occurs in the event of retirement (defined as age 65 or at least age 55 with 7 years of service), death, disability or involuntary termination without cause. Those provisions are described more fully starting on page 44 of this proxy statement under Post-Employment Payments.

Share Ownership Policy

To ensure strong linkage between the interests of our management team and those of our shareholders, we have a Management Share Ownership Policy (the “Ownership Policy”). Under the Ownership Policy, members of our global management team, including the Named Executive Officers, are required to hold shares of our common stock with a market value equal to an established multiple of their annual base salary. Only shares directly or beneficially owned and the value of 401(k) Plan balances invested in Common Stock can be used to satisfy holding requirements. Performance Shares granted but not awarded, unvested restricted stock, unvested RSUs, unvested stock options and stock options vested but not exercised do not count toward satisfying the holding requirement. Holding requirements include:

_•

CEO – three times base salary;

_•

Business unit presidents, General Counsel and Chief Financial Officer – two times base salary;

_•

Other corporate officers and regional business officers – one times base salary;

_•

Vice presidents, key country and unit managers – one half of base salary; and

_•

Other members of the management team – one fourth of base salary.

All executives are required to achieve their investment level within five years of being hired or promoted to a level requiring a higher ownership requirement. At December 31, 2011, each Named Executive Officer met his current shareholding obligation given his respective tenure with the Company.

Deductibility of Executive Compensation

As part of its role, the Compensation Committee annually reviews and considers the deductibility of executive compensation under Section 162(m) of the Code, which provides that we may not deduct certain compensation in excess of $1 million that is paid to certain key executives unless such compensation is performance-based. Our policy is generally to structure compensation so that all executive compensation is tax deductible. In certain cases, the Compensation Committee may determine the amount of tax deductions lost is insignificant when compared to the potential opportunity for creating and improving shareholder value. The Compensation Committee therefore retains the ability to evaluate the performance of our executive officers and to pay appropriate compensation, even if it may result in the non-deductibility of certain compensation.

Conclusion

We believe that our executive compensation program and related policies, especially pay-for-performance, and their administration are appropriate and effectively align the interests of management with our shareholders. The elements of compensation are designed to work together in a balanced manner to attract, retain and motivate executives to achieve financial and operational results consistent with our strategic plan.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K.

COMPENSATION COMMITTEE

D. Dean Spatz, Chairman

Steven M. Paul

J. Pedro Reinhard

Barret A. Toan

INFORMATION CONCERNING EXECUTIVE COMPENSATION

The following table presents details of compensation information previously discussed in the CD&A for the Named Executive Officers.


SUMMARY COMPENSATION TABLE FOR 2011, 2010 AND 2009
Name and Principal Position (1)	Year		Salary ($)		Bonus ($) (2)		Stock Awards ($) (3)		Option Awards ($) (4)		Non-Equity Incentive Plan Compensation ($) (5)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (6)		All Other Compensation ($) (7) (8)		Total ($) (7)

Rakesh Sachdev President and Chief Executive Officer		2011		700,000		63,800		1,032,462		1,116,896		886,200		9,397		106,774		3,915,529
		2010		488,846		250,000		564,700		421,686		443,352		7,978		99,469		2,276,031
		2009		475,000		250,000		508,642		348,878		197,600		6,492		130,976		1,917,588

Kirk A. Richter Vice President, Treasurer and Interim Chief Financial Officer		2011		290,000		–		147,586		159,581		220,284		71,101		46,372		934,924
		2010		239,615		–		129,881		98,640		133,632		79,950		40,680		722,398
		2009		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a
Franklin D. Wicks Executive Vice President and President, Research		2011		393,231		–		722,067		372,298		281,338		80,626		50,202		1,899,762
		2010		359,231		–		367,055		295,920		283,608		75,394		53,782		1,434,990
		2009		350,000		–		355,856		166,520		137,130		207,932		57,679		1,275,117

Gilles A. Cottier Executive Vice President and President, SAFC		2011		338,615		–		690,592		372,299		310,088		31,781		46,587		1,789,962
		2010		309,231		–		367,055		295,920		292,950		26,748		53,136		1,345,040
		2009		300,000		–		305,572		166,520		122,400		23,529		54,176		972,197

David A. Smoller Chief Scientific Officer		2011		309,231		–		319,450		345,729		203,298		17,515		45,949		1,241,172
		2010		297,692		–		367,055		295,920		190,080		13,929		51,336		1,216,012
		2009		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a

(1)

Mr. Sachdev served as Chief Financial Officer, Chief Administrative Officer and Senior Vice President of the International business unit until he was appointed President and Chief Executive Officer effective November 14, 2010. Mr. Richter served as Vice President and Treasurer until he was named to the additional position of Interim Chief Financial Officer on November 15, 2010. Dr. Smoller did not become a Named Executive Officer until 2010.

(2)

Mr. Sachdev joined the Company on November 17, 2008. Pursuant to his employment offer, in order to partially offset the loss of equity compensation forfeited from his prior employer, Mr. Sachdev received cash payments in the amount of $250,000 on each of the first and second anniversaries of his employment. For 2011, Mr. Sachdev was granted a discretionary bonus in recognition of his strong leadership of the Company after his promotion to the role of CEO following the unexpected passing of Dr. Jai Nagarkatti.

(3)

The amounts in this column reflect the aggregate grant date fair value of Performance Share awards and, with respect to Dr. Wicks and Mr. Cottier for 2011, RSUs granted under the LTIP, computed in accordance with FASB ASC Topic 718. The amounts attributable to Performance Share awards reflect the target award for the applicable performance period and for 2011 are $344,367 and $344,367 for Dr. Wicks and Mr. Cottier respectively. The aggregate grant date fair value of the Performance Share awards at maximum payout for the applicable performance period would be as follows for 2011, 2010 and 2009, respectively: Mr. Sachdev – $1,548,693; $847,050; $762,963; Mr. Richter – $221,378; $194,822; n/a; Dr. Wicks – $516,551; $550,583; $533,784; Mr. Cottier – $516,551; $550,583; $458,358; and Dr. Smoller – $479,175; $550,583; n/a. The Performance Share awards are subject to Company performance over consecutive three-year performance periods and, prior to the 2011 award, are paid when earned one-half in Common Stock and one-half in cash. Performance Share awards granted in 2011 and later will be paid, when earned, entirely in Common Stock. The aggregate grant date fair value of RSUs for 2011 is $377,700 for Dr. Wicks and $346,225 for Mr. Cottier. The RSUs are not subject to any performance criteria and cliff vest February 1, 2013. The Company does not pay dividends on the Performance Share awards or RSUs. Assumptions used in the calculations of these amounts are included in Note 12: Common Stock to the Company’s audited financial statements for the respective years included in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2011, 2010 and 2009.

(4)

The amounts in this column reflect the aggregate grant date fair value of stock options granted in 2011, 2010 and 2009 under the LTIP computed in accordance with FASB ASC Topic 718. Assumptions used in the calculations of these amounts are included in Note 12: Common Stock to the Company’s audited financial statements for the respective years included in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2011, 2010 and 2009.

(5)	The amounts in this column reflect annual incentive compensation awards under the Bonus Plan earned in 2011, 2010 and 2009, respectively, and paid in February 2012, February 2011, and February 2010, respectively.

(6)

The amounts in this column represent the change in the present value of accrued benefits under the RSVP. For additional information on the RSVP, see “ Retirement Plan ” on page 38 of this proxy statement. There are no above-market or preferential investment earnings on nonqualified deferred compensation arrangements for any of the Named Executive Officers or any other employees.

(7)

The amounts listed in the “ All Other Compensation ” and “ Total ” columns for each of the Named Executive Officers for 2009 and 2010 are different from the amounts listed in those columns for the same years in the Summary Compensation Table for 2010, 2009 and 2008 included in the Company’s Definitive Proxy Statement on Schedule 14A dated March 14, 2011 for the Annual Meeting of Shareholders held on May 3, 2011. The difference is solely attributable to the inclusion of the dollar values of Company-paid life insurance premiums.

(8)

The amounts in this column include the dollar value of Company-paid life insurance premiums and Company contributions to the 401(k) Plan, both of which are generally applicable to all employees, Company contributions to the SERP and the Deferral Plan and the dollar value of an annual automobile allowance. The amounts for 2011 are as follows:


ALL OTHER COMPENSATION
Name	Life Insurance ($)	401(k) Plan ($)	SERP ($)	Deferral Plan ($) (a)	Automobile Allowance ($)	Total ($)

Rakesh Sachdev	570	9,420	78,784	–	18,000	106,774

Kirk A. Richter	496	9,420	17,400	1,056	18,000	46,372

Franklin D. Wicks	570	7,678	21,600	2,354	18,000	50,202

Gilles A. Cottier	567	9,420	18,600	–	18,000	46,587

David A. Smoller	529	9,420	18,000	–	18,000	45,949

(a)

In 2011, the Company made contributions to the Deferral Plan accounts of Mr. Richter and Dr. Wicks to make up for the loss of 2010 Company contributions under the 401(k) Plan for such individuals. The loss of Company contributions under the 401(k) Plan was due to the amount of compensation being otherwise deferred by Mr. Richter and Dr. Wicks under the Deferral Plan.

The table below sets forth the grants of plan-based awards to the Named Executive Officers during 2011, including Bonus Plan awards and stock options, RSUs and Performance Share awards for the 2011-2013 performance period granted under the LTIP. The aggregate grant date fair value of stock option, RSU and Performance Share awards are disclosed on a grant-by-grant basis in the table below. The Performance Share awards reported in the table below were granted in February 2011, vest at the end of 2013 and are payable in February 2014. For additional information on the LTIP and the Bonus Plan, see “ Compensation Analysis – Long-Term Incentive ” on page 28 and “ Compensation Analysis – Annual Cash Bonus ” on page 25 of this proxy statement.

GRANTS OF PLAN-BASED AWARDS FOR 2011

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (1)

Estimated Future Payouts
Under Equity Incentive
Plan Awards (2)

Name

Award Type

Grant Date

Approval
Date

Threshold ($)

Target ($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#) (3)

All Other
Option
Awards:
Number of
Securities
Underlying
Options (#) (4)

Exercise or
Base Price
of Option
Awards
($/Sh) (5)

Grant Date
Fair Value of
Stock And
Option
Awards
($) (6)

Rakesh Sachdev

Bonus Plan

Stock Options

Perf Shares

–

2/14/11

3/30/11

–

2/08/11

350,000

–

700,000

–

1,400,000

–

8,080

–

16,160

–

24,240

–

66,840

–

62.49

–

1,116,896

1,032,462

Kirk A. Richter

Bonus Plan

Stock Options

Perf Shares

–

2/14/11

3/30/11

–

2/08/11

87,000

–

174,000

–

348,000

–

1,155

–

2,310

–

3,465

–

9,550

–

62.49

–

159,581

147,586

Franklin D. Wicks

Bonus Plan

Stock Options

Perf Shares

RSUs

–

2/14/11

3/30/11

2/16/11

–

2/08/11

2/16/11

128,700

–

257,400

–

514,800

–

2,695

–

5,390

–

8,085

–

6,000

–

22,280

–

62.49

–

372,298

344,367

377,700

Gilles A. Cottier

Bonus Plan

Stock Options

Perf Shares

RSUs

–

2/14/11

3/30/11

2/16/11

–

2/08/11

2/16/11

110,825

–

221,650

–

443,300

–

2,695

–

5,390

–

8,085

–

5,500

–

22,280

–

62.49

–

372,299

344,367

346,225

David A. Smoller

Bonus Plan

Stock Options

Perf Shares

–

2/14/11

3/30/11

–

2/08/11

93,000

–

186,000

–

372,000

–

2,500

–

5,000

–

7,500

–

20,690

–

62.49

–

345,729

319,450

(1)

Amounts shown represent the threshold, target and maximum payouts under the Bonus Plan for 2011. The threshold payout is 50% and the maximum payout is 200% of the target amount. The actual payouts for 2011 can be found under “ Compensation Analysis – Annual Cash Bonus ” on page 25 and in the “ Non-Equity Incentive Plan Compensation ” column of the Summary Compensation Table on page 34 of this proxy statement.

(2)

Amounts shown in the “ Target ” column are the number of Performance Share awards granted in 2011 under the LTIP to be paid in February 2014 for the 2011-2013 performance period. The threshold payout is 50% and the maximum payout is 150% of the target amount. For additional information on the LTIP and the Performance Share awards, see “ Compensation Analysis – Long-Term Incentive ” on page 28 of this proxy statement.

(3)

The RSUs were granted under the LTIP and cliff vest February 1, 2013, immediately upon a CIC or upon termination of employment by reason of death or disability. CIC is defined generally in the same manner as “CIC” in the CIC agreements with the Named Executive Officers. For additional information on the definition of CIC or the CIC agreements with the Named Executive Officers, see “ Company Sponsored Benefit Plans – CIC Agreements ” on page 31 and “ Employment Agreements – CIC Agreements with Named Executive Officers ” on page 42 of this proxy statement.

(4)	Stock options are granted under the LTIP and vest at the rate of 33.3% per year, immediately upon a CIC or upon termination of employment by reason of death, disability or retirement. Stock options expire 10 years from the date of grant.

(5)	Exercise price is the closing market price per share on the grant date.

(6)

With respect to stock option awards, the amounts in this column reflect the aggregate grant date fair value of stock options granted in 2011 under the LTIP computed in accordance with FASB ASC Topic 718 using the Black-Scholes value at grant date of $16.71. With respect to Performance Share awards, the amounts in this column reflect the aggregate grant date fair value of Performance Share awards granted in 2011 under the LTIP computed in accordance with FASB ASC Topic 718 based on the target amount (100%). Value at grant date is based on the closing market price per share of Common Stock as of the date of grant (March 30, 2011) of $63.89. With respect to RSUs, the amounts in this column reflect the aggregate grant date fair value of RSUs granted in 2011 under the LTIP computed in accordance with FASB ASC Topic 718. Value at grant date is based on the closing market price per share of Common Stock as of date of grant (February 16, 2011) of $62.95.

The following table presents the number of vested and unexercised stock options, the number of unvested and unexercised stock options, the number and market value of unvested RSUs and the number and payout value of outstanding and unearned Performance Share awards held by each of the Named Executive Officers at December 31, 2011:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

STOCK AWARDS

Name

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) (1)

Option
Exercise
Price ($)

Option
Expiration
Date

Number of
Shares or Units
of Stock That
Have Not
Vested (#) (2)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (3)

Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#) (4)

Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($) (5)

Rakesh Sachdev

38,550

–

39.58

11/17/2018

–

25,700

12,850

37.56

2/17/2019

–

11,400

22,800

48.61

2/16/2020

–

66,840

62.49

2/14/2021

–

10,000

624,600

–

16,160

1,009,354

Kirk A. Richter

20,000

–

25.32

5/7/2012

–

15,000

–

25.86

5/6/2013

–

15,000

–

28.66

5/4/2014

–

7,500

–

28.83

7/8/2015

–

7,500

–

34.03

5/1/2016

–

7,500

–

41.62

2/16/2017

–

6,500

–

52.76

2/15/2018

–

4,333

2,167

37.56

2/17/2019

–

2,666

5,334

48.61

2/16/2020

–

9,550

62.49

2/14/2021

–

2,300

143,658

–

2,310

144,283

Franklin D. Wicks

20,000

–

28.83

7/8/2015

–

20,000

–

34.03

5/1/2016

–

20,000

–

41.62

2/16/2017

–

18,400

–

52.76

2/15/2018

–

12,266

6,134

37.56

2/17/2019

–

8,000

16,000

48.61

2/16/2020

–

22,280

62.49

2/14/2021

–

6,000

374,760

–

6,500

405,990

–

5,390

336,659

Gilles A. Cottier

15,000

–

25.86

5/6/2013

–

15,000

–

28.66

5/4/2014

–

20,000

–

28.83

7/8/2015

–

20,000

–

34.03

5/1/2016

–

20,000

–

41.62

2/16/2017

–

18,400

–

52.76

2/15/2018

–

2,000

–

61.71

8/11/2018

–

12,266

6,134

37.56

2/17/2019

–

8,000

16,000

48.61

2/16/2020

–

22,280

62.49

2/14/2021

–

5,500

343,530

–

6,500

405,990

–

5,390

336,659

David A. Smoller

4,283

–

52.76

2/15/2018

–

6,134

37.56

2/17/2019

–

8,000

16,000

48.61

2/16/2020

–

20,690

62.49

2/14/2021

–

6,500

405,990

–

5,000

312,300

(1)

Options with an expiration date after 2014 vest at the rate of 33.3% per year beginning with the first anniversary of the grant date, immediately upon a CIC or upon termination of employment by reason of death, disability or retirement. CIC is defined generally in the same manner as “CIC” in the CIC agreements with the Named Executive Officers, see “ Company Sponsored Benefit Plans – CIC Agreements ” on page 31 and “ Employment Agreements – CIC Agreements with Named Executive Officers ” on page 42 of this proxy statement. Options with an expiration date in 2014 and earlier vest ratably over a one to five year period. The option awards for Mr. Sachdev vest as follows: 22,280 on February 14, 2012, 2013 and 2014; 11,400 on February 16, 2012 and 2013; and 12,850 on February 17, 2012. The option awards for Mr. Richter vest as follows: 3,183 on February 14, 2012 and 2013; 2,667 on February 16, 2012 and 2013; 2,167 on February 17, 2012; and 3,184 on February 14, 2014. The option awards for Dr. Wicks vest as follows: 7,426 on February 14, 2012; 8,000 on February 16, 2012 and 2013; 6,134 on February 17, 2012; and 7,427 on February 14, 2013 and 2014. The option awards for Mr. Cottier vest as follows: 7,426 on February 14, 2012; 8,000 on February 16, 2012 and 2013; 6,134 on February 17, 2012; and 7,427 on February 14, 2013 and 2014. The option awards for Dr. Smoller vest as follows: 6,896 on February 14, 2012; 8,000 on February 16, 2012 and 2013; 6,134 on February 17, 2012; and 6,897 on February 14, 2013 and 2014.

(2)	The RSUs for Dr. Wicks and Mr. Cottier cliff vest February 1, 2013.

(3)	This column reflects the market value of the RSUs granted to Dr. Wicks and Mr. Cottier in 2011, calculated based on a share price of $62.46 per share, the closing price of a share of Common Stock on December 30, 2011, the last trading day of 2011.

(4)

The Performance Share awards for Mr. Sachdev vest as follows: 10,000 on December 31, 2012 and 16,160 on December 31, 2013. The Performance Share awards for Mr. Richter vest as follows: 2,300 on December 31, 2012 and 2,310 on December 31, 2013. The Performance Share awards for Dr. Wicks vest as follows: 6,500 on December 31, 2012 and 5,390 on December 31, 2013. The Performance Share awards for Mr. Cottier vest as follows: 6,500 on December 31, 2012 and 5,390 on December 31, 2013. The Performance Share awards for Dr. Smoller vest as follows: 6,500 on December 31, 2012 and 5,000 on December 31, 2013.

(5)

This column reflects the payout value of the unvested outstanding Performance Share awards based on achievement of a 100% payout level for the 2010-2012 and 2011-2013 performance periods, respectively. The payout value is calculated based on a share price of $62.46 per share, the closing price of a share of Common Stock on December 30, 2011, the last trading day of 2011. The Performance Share awards for the 2010-2012 performance period are paid when earned one-half in Common Stock and one-half in cash. The Performance Share awards for the 2011-2013 performance period are paid in Common Stock only when earned.

The following table presents stock options exercised by, and stock awards vested for, the Named Executive Officers during 2011. The stock awards are Performance Share awards granted under the LTIP and reflect a payout of 71.3% of target. Such Performance Share awards were subject to Company performance over the 2009-2011 performance period and paid one-half in Common Stock and one-half in cash. For Mr. Sachdev, the stock awards also include RSUs granted under the LTIP.

OPTION EXERCISES AND STOCK VESTED FOR 2011

Option Awards

Stock Awards

Name

Number of Shares
Acquired on Exercise
(#)

Value Realized on
Exercise ($) (1)

Number of Shares
Acquired on Vesting
(#)

Value Realized on
Vesting ($) (2)

Rakesh Sachdev

–

13,587

840,517

Kirk A. Richter

–

1,854

115,801

Franklin D. Wicks

–

6,560

409,738

Gilles A. Cottier

–

5,633

351,837

David A. Smoller

24,627

471,232

5,633

351,837

(1)	This column is calculated by multiplying the number of shares acquired by the difference between the actual sale price on the date of exercise and the exercise price of the stock options. The Named Executive Officers exercised the following options in 2011:


Name	Date of Exercise	Number of Shares Acquired on Exercise (#)	Option Exercise Price ($/Sh)	Sale Price on Date of Exercise ($/Sh)	Value Realized on Exercise ($)
David A. Smoller	2/17/11	5,950	28.83 – 52.76	Stock Swap	138,925
	2/18/11	10,667	52.76	63.50 – 63.57	114,886
	10/27/11	1,940	37.56 – 52.76	68.89	36,874
	10/28/11	2,100	37.56	68.25 – 68.53	61,530
	10/31/11	3,970	37.56	66.75 – 66.79	119,017

(2)	This column is calculated by multiplying the number of shares acquired by the closing market price per share of Common Stock on the vesting date. The Named Executive Officers had the following stock awards vest in Fiscal 2011:


Name	Vesting Date	Number of Shares Acquired on Vesting (#)	Closing Price on Vesting Date ($/Sh)	Value Realized on Vesting ($)
Rakesh Sachdev	11/17/2011	4,211	60.53	254,892
Rakesh Sachdev	12/30/2011	9,376	62.46	585,625
Kirk A. Richter	12/30/2011	1,854	62.46	115,801
Franklin D. Wicks	12/30/2011	6,560	62.46	409,738
Gilles A. Cottier	12/30/2011	5,633	62.46	351,837
David A. Smoller	12/30/2011	5,633	62.46	351,837

Retirement Plan

The RSVP is a tax-qualified, non-contributory cash balance pension plan that provides all eligible employees, including the Named Executive Officers, with a retirement benefit based upon a formula. The RSVP provides an annual contribution to each participant’s account, ranging from 2% to 5% of eligible pay, depending on years of service plus 2% to 5% of eligible pay exceeding the social security limit, depending on length of service, up to the annual compensation limit, plus interest on the account balance. Eligible pay includes base salary, commissions, bonuses, overtime pay, cash distributions from the LTIP and any elective deferrals under a non-qualified deferred compensation plan, but not in excess

of the maximum compensation limit defined by Section 401(a)(17) of the Code. This limit was $245,000 for 2011. The interest rate used to determine the annual interest credit is a rate equivalent to one-year treasury yields, with a minimum interest credit rate of 4.25%.

For participants in the RSVP when it was converted to a cash balance plan on December 31, 1995, an additional special credit calculation is made to add the difference in value (if any) between the cash balance account and the present value of the grandfathered benefit pursuant to the prior pension formula. The grandfathered benefit provides 105% of the accrued benefit under the RSVP as of December 31, 1995, plus 0.9% of average compensation earned after December 31, 1995, plus 0.6% of average compensation in excess of covered compensation earned after December 31, 1995. Covered compensation is the average of the social security taxable wage base in effect for each calendar year during the 35 years ending with the calendar year in which an employee attains his or her social security retirement age. The present value of the grandfathered benefit is determined using 40% of the 30-year treasury yield and 60% of the Pension Protection Act of 2006 segment rates prescribed by the Internal Revenue Service (the “IRS”) for minimum lump sum distributions and the 2010 combined static Pension Protection Act of 2006 funding mortality rates prescribed by the IRS for minimum lump sum distributions.

The total 2011 Company contribution to the RSVP account for each of the Named Executive Officers is as follows:


Name				Amount ($)
Rakesh Sachdev				8,371
Kirk A. Richter				65,552
Franklin D. Wicks				47,688
Gilles A. Cottier				23,676
David A. Smoller				11,878

Normal retirement eligibility is the attainment of age 65 with at least five years of credited service. A maximum of 35 years of service is creditable under the RSVP. Participants are eligible for early retirement on or after both attaining age 55 and completing seven years of credited service. Benefits are reduced 0.5% for each full month that commencement of retirement benefits precedes the normal retirement date for those participants eligible for the grandfathered benefit calculation. Other early retirees receive their account balance at their retirement date. Dr. Wicks and Mr. Richter were eligible for early retirement at December 31, 2011.

Plan benefits are fully vested after three years of completed service. All of the Named Executive Officers were fully vested at December 31, 2011. Vested participants are entitled to their account balance upon termination of employment. The difference between the present value of the accrued benefit at the retirement age of 65 and the account balance for each of the Named Executive Officers is provided in the tables under “ Potential Payments Upon Termination or CIC ” beginning on page 45 of this proxy statement.

The normal form of benefits, pursuant to the RSVP, is a life annuity for unmarried participants and a qualified joint and survivor annuity for married participants. Optional forms of payment include three joint and survivor options and a lump sum.

The following table presents the number of years of credited service each Named Executive Officer has under the RSVP and the present value of accumulated benefits earned by each as of the December 31, 2011 RSVP measurement date. The assumptions used to determine the present value of accrued benefits under the RSVP are consistent with those described in Note 14: Pension and Other Post-Retirement Benefit Plans to the Company’s audited financial statements for 2011 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, with the exception that the Named Executive Officer is assumed to retire at age 65.


PENSION BENEFITS FOR 2011
Name	Plan Name		Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($)
Rakesh Sachdev		RSVP	3	24,799
Kirk A. Richter		RSVP	33	1,157,132
Franklin D. Wicks		RSVP	29	714,482
Gilles A. Cottier (1)		RSVP	7	128,543
David A. Smoller		RSVP	7	64,940

(1) Mr.

Cottier has 25 years of service with the Company but has been a participant of the RSVP for just 7 years.

Nonqualified Deferred Compensation

Deferral Plan . The Deferral Plan provides eligible employees in the U.S. the opportunity to defer compensation until retirement or some other specific date. The Deferral Plan is available to employees in the U.S. selected by the Company, in its discretion, to participate in the plan, provided that all chosen employees must be members of a select group of management or highly compensated employees. Employees who elect to participate in the Deferral Plan may defer up to 50% of their annual base salary and up to 100% of their annual incentive award under the Bonus Plan.

An account maintained for each participant is credited with the participant’s deferrals and any income or loss from the investment proxies chosen by the participants primarily from the same funds available in the 401(k) Plan, with the exception of the Common Stock fund and the Managed Income Portfolio. Participants in the Deferral Plan also have a fixed rate option which guarantees a specific rate of return (5.5% for 2011). Participants have the option to have deferred amounts paid at retirement age, defined as age 55, and/or up to five designated times prior to retirement. If a participant terminates employment after attaining age 55, the employee is deemed to have retired and distributions are available, at the election of the participant, in a lump sum or up to fifteen annual installments. In service distributions prior to retirement are available via a lump sum or up to five annual installments. If a participant terminates employment prior to attaining age 55 for any reason, including death or disability, an amount equal to the balance in the participant’s deferred compensation account is paid in a lump sum. Assets funding our obligations to the participants are set aside in a trust for the exclusive purpose of paying benefits to participants and their beneficiaries. These obligations are not secured in the event of our insolvency. Each of the Named Executive Officers participates in the Deferral Plan.

The table below shows the investment fund alternatives available in the Deferral Plan and their rate of return for the year ended December 30, 2011.


Name of Fund	Rate of Return	Name of Fund	Rate of Return
American Beacon Large Cap Value Institutional	-2.34%	Fidelity Freedom 2040	-4.63%
American Funds Fundamental Investors R5	-1.62%	Fidelity Freedom 2045	-5.02%
Columbia Alcorn International Z	-14.06%	Fidelity Freedom 2050	-5.57%
Fidelity Balanced K	1.76%	Fidelity Freedom Income	2.02%
Fidelity Contrafund K	-0.01%	Fidelity Low Priced Stock K	0.06%
Fidelity Diversified International K	-13.62%	Fidelity Retirement Money Market	0.01%
Fidelity Freedom 2000	2.01%	Fidelity Small Cap Stock	-15.60%
Fidelity Freedom 2005	0.18%	Fixed Rate Option	5.50%
Fidelity Freedom 2010	-0.28%	Goldman Sachs Mid Cap Value Institutional	-6.26%
Fidelity Freedom 2015	-0.34%	Munder Mid Cap Core Growth Y	-0.77%
Fidelity Freedom 2020	-1.36%	PIMCO Total Return Institutional	4.17%
Fidelity Freedom 2025	-2.65%	Spartan 500 Index	2.03%
Fidelity Freedom 2030	-3.15%
Fidelity Freedom 2035	-4.59%

Supplemental Retirement Plan . The SERP covers, among others, each of the Named Executive Officers. We maintain a bookkeeping account reflecting annual credits of 6% of annual base salary, or more at the discretion of the Committee, with respect to all participants. All participants in the SERP, including the Named Executive Officers, choose the investment fund alternatives to be used to determine the earnings to be credited to their account from a list of mutual funds that coincides with the investment options within the Deferral Plan. Investment changes can be made at any time with the exception of the fixed rate option which has an annual transfer period at which time amounts can be moved into or out of that fund.

After five years of participation in the SERP, which was effective in 2004, participants vest in 50% of the credits, including investment earnings (or losses) and, thereafter, vest at the rate of 10% annually until fully vested after 10 years. In the event of a participant’s termination by the Company (other than for cause) or by the participant for good reason within two years after a CIC that occurs while the participant is employed with the Company, or a termination on account of death, disability or retirement, the participant will fully vest immediately in any credits and earnings (or losses) as of the date of termination. For all other terminations, the participant will forfeit any unvested credits and earnings (or losses).

In November 2011, the Compensation Committee authorized an additional credit of $36,784 to the SERP account for Mr. Sachdev in order to reach the targeted retirement benefit of 37.5% of annual base salary upon retirement with 30 years of service. No additional credits were authorized to the SERP accounts of the other Named Executive Officers.

The following table presents certain information regarding contributions, earnings and balances under the Deferral Plan and the SERP:


NONQUALIFIED DEFERRED COMPENSATION FOR 2011
Name	Plan Name	Executive Contributions in Last FY ($) (1)	Registrant Contributions in Last FY ($) (2)	Aggregate Earnings in Last FY ($)	Aggregate Balance At Last FYE ($) (3)
Rakesh Sachdev	Deferral Plan	326,676	–	7,214	573,461
	SERP	–	78,784	6,719	163,064
Kirk A. Richter	Deferral Plan	157,449	1,056	(37,117)	687,549
	SERP	–	17,400	(469)	132,876
Franklin D. Wicks	Deferral Plan	473,628	2,354	29,427	1,910,719
	SERP	–	21,600	2,434	271,108
Gilles A. Cottier	Deferral Plan	231,129	–	(34,881)	807,025
	SERP	–	18,600	(2,570)	177,893
David A. Smoller	Deferral Plan	–	–	26,779	513,667
	SERP	–	18,000	5,796	123,611

(1)

All contributions to the Deferral Plan by the Named Executive Officers in 2011 are included in the “ Salary ” or “ Non-Equity Incentive Plan Compensation ” columns of the Summary Compensation Table on page 34 of this proxy statement. Contributions included in the “ Salary ” column for 2011 are as follows: Mr. Sachdev – $105,000; Mr. Richter – $29,000; Dr. Wicks – $196,616; Mr. Cottier – $84,654; and Dr. Smoller – $0. Contributions included in the “ Non-Equity Incentive Plan ” column for 2010, but paid in February of 2011, are as follows: Mr. Sachdev – $221,676; Mr. Richter – $128,449; Dr. Wicks – $277,013; Mr. Cottier – $146,475; and Dr. Smoller – $0.

(2)	All contributions by the Company in 2011 are included in the “ All Other Compensation ” column of the Summary Compensation Table on page 34 of this proxy statement.

(3)

With respect to the Deferral Plan, this column includes amounts for each of the Named Executive Officers which are included in the “ Salary ” or “ Non-Equity Incentive Plan Compensation ” columns of the Summary Compensation Table for 2010 and 2009. Amounts included for 2010 and 2009, respectively, are as follows: Mr. Sachdev – $172,127; $49,327; Mr. Richter – $72,575; N/A; Dr. Wicks – $310,747; $252,349; Mr. Cottier – $123,046; $83,459; and Dr. Smoller – $0; N/A. With respect to the SERP, this column includes the following amounts for each of the Named Executive Officers which are included in the “ All Other Compensation ” column of the Summary Compensation Table for 2010 and 2009, respectively: Mr. Sachdev – $36,000; $36,000; Mr. Richter – $14,100; N/A; Dr. Wicks – $28,500; $28,500; Mr. Cottier – $25,500; $25,500; and Dr. Smoller – $23,700; N/A.

Employment Agreements

Employment Agreement with Mr. Sachdev . On February 14, 2011, the Company entered into an executive employment agreement (the “Agreement”) with Mr. Sachdev, effective January 1, 2011 for a term extending through January 1, 2014. Under the Agreement, Mr. Sachdev serves as the CEO of the Company. The Agreement provides the following:

•

a base salary of $700,000;

•

eligibility for annual performance bonuses under the Bonus Plan, with a target of 100% of his annual base salary;

•

participation in all retirement, disability, pension, savings, health, medical and dental insurances and other fringe benefits available to executives;

•

participation in the LTIP, with annual equity grants targeted to achieve a value equal to 300% of his annual base salary, in the form of stock options, Performance Shares or other forms of equity, as determined by the Board, and, depending on performance, actual Performance Share payout may range from zero up to 150% of target; and

•

cash compensation, bonus and long-term incentive opportunity for 2012 and 2013 shall be reviewed and set annually, but the base salary shall not be reduced below $700,000 per year, and the bonus and long-term incentive opportunities shall not be reduced.

The Agreement further provides that if the Company terminates Mr. Sachdev’s employment for “cause” (as defined in the Agreement) or Mr. Sachdev voluntarily terminates his employment without “good reason” (as defined in the Agreement) before the end of the employment period, Mr. Sachdev would receive his base salary through the date of termination but will not be entitled to any severance compensation or to any further base salary, bonus or benefits unless otherwise specified in a benefit program. If the Company involuntarily terminates Mr. Sachdev’s employment without “cause” or Mr. Sachdev terminates his employment for “good reason” before the end of the employment period, Mr. Sachdev would receive his base salary through the date of termination and, provided that he executes a release of claims, he would receive severance pay equal to 2.99 times his annual base salary. Such severance payments will be made in equal installments over a 36-month period payable on the dates on which the base salary would have otherwise been paid if his employment had continued. Mr. Sachdev shall not be entitled to such severance pay if he becomes entitled to any termination payments or other severance payments under the CIC agreement previously entered into between the Company and Mr. Sachdev. In the event Mr. Sachdev is determined to be a specified employee in accordance with Section 409A of the Code, any such severance payments shall begin on the first payroll date that is more than six months following the date of separation from service, but only to the extent that such payments do not satisfy an exception to Code Section 409A.

The foregoing summary of the provisions of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10(a) to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2011.

CIC Agreements with Named Executive Officers . In November 2010, after review at several meetings and with input from the Corporate Governance Committee, the Compensation Committee amended the Company’s CIC agreement to conform the CIC agreement with legal requirements and other Company policies. Changes included amending the definition of CIC, broadening and clarifying the confidentiality and non-compete provisions, providing that the Company may seek injunctive relief as part of the dispute resolution process and clarifying the director and officer insurance and indemnification obligations of the Company.

CIC is generally defined as:

•

Individuals who constitute the incumbent board (as defined in the agreement) cease for any reason to constitute at least a majority of the Board.

•

More than 25% of (x) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (“Outstanding Company Voting Securities”) or (y) the then outstanding shares of Common Stock (“Outstanding Company Common Stock”) is directly or indirectly acquired or beneficially owned (as defined in Exchange Act Rule 13d-3) by any individual, entity or group, except that the following shall not constitute changes in control:

any acquisition or beneficial ownership by the Company or its subsidiary, or

any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries.

•

Consummation of a reorganization, merger, share exchange or consolidation (a “Business Combination”), unless in each case following such Business Combination:

all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then

outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or other governing body, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company through one or more subsidiaries);

no individual, entity or group (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, more than 25% of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors or other governing body of the entity resulting from such Business Combination, except to the extent that such individual, entity or group owned more than 25% of the Outstanding Company Common Stock or Outstanding Company Voting Securities prior to the Business Combination; and

at least a majority of the members of the board of directors or other governing body of the entity resulting from such Business Combination were members of the incumbent board (as defined in the agreement), or of the action of the Board, approving such Business Combination.

•

The Company shall sell or otherwise dispose of all or substantially all of the assets of the Company (in one transaction or a series of transactions).

•

The shareholders of the Company shall approve a plan to liquidate or dissolve the Company, and the Company shall commence such liquidation or dissolution.

In the event of a CIC, the executive vests in outstanding stock awards and incentive programs. The executive is entitled to receive a lump sum equal to the pro-rata portion of his or her target bonus payable under the terms of the Bonus Plan for his or her services and performance to the date of the CIC, provided, that, any such compensation that is nonqualified deferred compensation shall be vested in a pro rata amount of the target bonus and payable under the terms of the awards and plans. In addition, if a CIC occurs and the executive’s employment with the Company is terminated by the Company without cause or by the executive for good reason, in each case within the six-month period prior to, or within the two-year period following the CIC, the executive shall receive a termination payment equal to 1, 2, or 2.99 multiplied by the executive’s base salary plus target bonus. The 2.99 multiple applies to each Named Executive Officer. CIC payments shall be reduced by any lump sum severance payments otherwise due under Company severance programs. In addition, the Company will maintain director and officer insurance for the benefit of the executive, to the maximum extent and for the maximum duration provided under applicable by-laws and insurance policies to the extent permitted by law, and the Company will indemnify the executive for all of the expenses incurred or damages paid or payable with respect to a bona fide claim against the executive where such claim is based on actions or failures to act by the executive in his or her capacity as an employee of the Company, to the maximum extent and for the maximum duration provided under applicable by-laws and insurance policies to the extent permitted by applicable law.

In connection with the termination payments described above, the executive agrees to protect the Company’s confidential information which was acquired in connection with or as a result of the executive’s services for the Company and not to compete against the Company during his employment with the Company and for a two-year period following termination of employment.

Granting of any CIC agreement requires advance approval of the Compensation Committee. The initial term of each CIC agreement is one year, and thereafter shall continue in effect for successive periods of one year unless either the Company or the executive gives written notice of intent to terminate the agreement at least six months prior to the expiration of the then current term. The agreements do not provide for any excise tax gross-up and require that a breach by an executive of the non-disclosure or non-compete provisions would relieve the Company of its obligation to make, and require the executive to repay, certain termination payments.

The foregoing summary of the provisions of the form of CIC agreement is not complete and is qualified in its entirety by reference to the full text of the form of agreement, a copy of which is attached as Exhibit 10(b) to the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2010.

Post-Employment Payments – Stock Option Awards

Except as otherwise described below, if a participant’s employment terminates for any reason, the participant’s right to exercise any options that have been held less than 12 months from the date of grant, which we refer to as the “non- exercise period,” terminates. The following provisions apply upon termination of employment after the lapse of the non- exercise period (or as otherwise specified below):

Termination Without Cause or Retirement . The participant may exercise the unexercised portion of stock options at any time for 12 months after the date of termination in the case of termination of employment by us without cause. In the event of retirement, a participant may exercise the unexercised portion of stock options granted before January 1, 2006 at any time during the 12 months following the date of retirement, or for options granted on or after January 1, 2006 at any time for five years after the date of retirement. In the case of termination without cause, the participant may exercise an option to the extent that he or she could have exercised the option if the participant had remained employed during the 12-month period. In the case of retirement, all options held by the participant vest immediately in full and may be exercised in whole or in part at any time during the applicable 12-month or five-year periods, whether or not the non- exercise period has lapsed, but prior to the expiration of the option term.

•

“Cause” means the failure by a participant to perform his or her duties with us as a result of incompetence or willful neglect or the willful engaging in conduct which is injurious to us or an affiliate, monetarily or otherwise, as determined by the Compensation Committee in its sole discretion, including, without limitation, the existence of a conflict of interest or the commission of a crime, as determined in good faith by the Compensation Committee.

•

“Retirement” means the voluntary termination of employment after either attainment of age 65 or a retirement age specified in the RSVP.

If the participant dies within the 12 month period in the case of termination of the participant’s employment by us without cause, or within the 12 month or five year period in the case of termination because of retirement of the participant, the option may be exercised at any time during the 12 months after the date of the death of the participant by his or her successor, in the case of termination without cause, to the extent he or she could have exercised the option if the participant had remained employed during the 12 month period, without regard to the requirement of exercise within 12 months after termination of employment; or in the case of retirement, to the extent of any or all of the options held by the participant, whether or not the non-exercise period has elapsed with respect to the options, without regard to the requirement of exercise within five years after termination of employment, but prior to the expiration of the option term.

Any unexercised portion will terminate immediately if and when the participant becomes an employee, agent or principal of one of our competitors, or of any affiliate, without our consent.

Termination Due to Death or Disability . If employment is terminated because of death or disability while in our employ, options granted before January 1, 2006 may be exercised by the participant or by his or her personal representative at any time during the 12-month period after the date of death or disability, whether or not the non-exercise period has elapsed. The exercise period is extended to five years for options issued after January 1, 2006 under the LTIP, unless otherwise provided by the Compensation Committee or an applicable agreement; each stock option agreement continues to limit the exercise period to the 12-month period after the date of death or disability. However, in no event may a participant exercise an option after its specified term expires.

“Disability” means that the participant is permanently and totally disabled as provided in Section 422(c)(6) of the Code, which ascribes disability to a person when he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. All determinations as to the date and extent of disability of any participant will be made by the Compensation Committee upon the basis of such evidence as it deems necessary or desirable to review.

If a participant dies within the exercise period following disability, the option may be exercised at any time during the period of 12 months after the date of death or before the expiration of the option term, whichever comes first, by a legal representative of the participant.

Termination for Cause or Voluntary Termination . If an employee is terminated by us for cause or voluntarily terminates employment with us for any reason other than retirement, any unexercised portion of any stock option granted to the employee will terminate with his or her termination of employment.

Post-Employment Payments – Performance Share Awards

If a participant’s employment with us terminates during a performance period because of retirement or involuntary termination without cause, the participant will be entitled to receive a number of Performance Shares (or payment therefore) at the end of the performance period based upon the extent to which achievement of performance targets was satisfied at the end of the period (as determined at the end of the performance period) and prorated for the portion of the performance period during which the participant was employed by us. If a participant’s employment with us or any affiliate terminates during a performance period because of death or disability, the participant will be entitled to receive a number of Performance Shares, or payment thereof, in the month following such separation from service as though achievement of 100 percent of performance targets was satisfied at the end of such period and prorated for the portion of performance period during which the participant was employed by us or any affiliate. Except as provided above, if a participant’s employment terminates with us during a performance period, then the participant will not be entitled to any payment with respect to that performance period.

Post-Employment Payments – RSU Awards

If a participant’s employment with us terminates because of involuntary termination without cause, death or disability, a pro rata portion of all of the outstanding RSUs shall vest, and the shares underlying such RSUs will be automatically issued and delivered on the date of such termination of employment. The prorated amount is based on the number of months in the vesting period during which the participant was employed by the Company. Except as provided above or following a CIC, if a participant’s employment terminates during a vesting period, the RSUs shall not vest and shall become forfeited for no value and without any issuance of shares.

Potential Payments Upon Termination or CIC

The following tables reflect the amount of compensation payable to each Named Executive Officer upon death, disability, retirement, voluntary termination, involuntary termination without and with cause and termination following a CIC. Compensation payable to each Named Executive Officer upon a resignation for good reason following a CIC, would result in same benefits as an involuntary termination following a CIC. The definitions of such terms are contained in the descriptions of such benefits under the captions “ Stock Options ” and “ Performance Shares .” The amounts shown assume that such termination was effective as of December 30, 2011, the last trading day of 2011. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company. Footnotes follow the last table on page 48.


Rakesh Sachdev	Accelerated Equity ($) (1)	Severance ($) (2)	Retirement Benefits ($) (3)	SERP ($) (4)	Health ($)	Total Payments ($)

Death	1,388,596	–	219	163,064	–	1,551,879

Disability	1,388,596	–	219	163,064	–	1,551,879

Retirement	n/a	–	219	–	–	219

Termination-Voluntary	–	–	219	–	–	219

Termination-Involuntary Without Cause or Resignation With Good Reason	814,306	2,093,000	219	163,064	–	3,070,589

Termination-Involuntary With Cause	–	–	219	–	–	219

Termination following Change-in-Control	2,269,699	4,186,000	219	163,064	–	6,618,982

Kirk A. Richter

Accelerated
Equity ($) (1)

Severance ($)

Retirement
Benefits ($)

SERP ($) (4)

Health ($)
(5)

Total Payments
($)

Death

271,700

–

39,863

–

311,563

Disability

271,700

–

39,863

45,147

356,710

Retirement

271,700

–

39,863

45,147

356,710

Termination-Voluntary

–

Termination-Involuntary Without Cause

138,990

–

39,863

–

178,853

Termination-Involuntary With Cause

–

Termination following Change-in-Control

415,775

1,387,360

–

39,863

–

1,842,998


Franklin D. Wicks	Accelerated Equity ($) (1)	Severance ($)	Retirement Benefits ($) (3)	SERP ($) (4)	Health ($) (5)	Total Payments ($)

Death	936,450	–	4,467	81,332	–	1,022,249

Disability	936,450	–	4,467	81,332	45,405	1,067,654

Retirement	757,217	–	4,467	81,332	45,405	888,421

Termination-Voluntary	–	–	4,467	–	–	4,467

Termination-Involuntary Without Cause	554,990	–	4,467	81,332	–	640,789

Termination-Involuntary With Cause	–	–	4,467	–	–	4,467

Termination following Change-in-Control	1,491,746	1,953,666	4,467	81,332	–	3,531,211


Gilles A. Cottier	Accelerated Equity ($) (1)	Severance ($)	Retirement Benefits ($) (3)	SERP ($) (4)	Health ($)	Total Payments ($)

Death	921,527	–	1,394	53,368	–	976,289

Disability	921,527	–	1,394	53,368	–	976,289

Retirement	n/a	–	1,394	–	–	1,394

Termination-Voluntary	–	–	1,394	–	–	1,394

Termination-Involuntary Without Cause	540,067	–	1,394	53,368	–	594,829

Termination-Involuntary With Cause	–	–	1,394	–	–	1,394

Termination following Change-in-Control	1,834,853	1,682,324	1,394	53,368	–	3,571,938


David A. Smoller	Accelerated Equity ($) (1)	Severance ($)	Retirement Benefits ($) (3)	SERP ($) (4)	Health ($)	Total Payments ($)

Death	749,097	–	1,014	49,444	–	799,555

Disability	749,097	–	1,014	49,444	–	799,555

Retirement	n/a	–	1,014	–	–	1,014

Termination-Voluntary	–	–	1,014	–	–	1,014

Termination-Involuntary Without Cause	367,637	–	1,014	49,444	–	418,095

Termination-Involuntary With Cause	–	–	1,014	–	–	1,014

Termination following Change-in-Control	1,092,627	1,483,040	1,014	49,444	–	2,626,125

(1)

Accelerated equity is the value of unexercised stock options, unvested RSUs and unvested Performance Share awards that would become exercisable or vest upon termination. Such awards are shown in the Outstanding Equity Awards at Fiscal Year-End table on page 37 of this proxy statement. The value for options was calculated using $62.46, the closing market price per share of Common Stock on December 30, 2011, the last trading day of 2011, less the option exercise price per share for the total number of options accelerated. The value for RSU and Performance Share awards was based on $62.46, the closing market price per share of our common stock on December 30, 2011, the last trading day of 2011, for the total number of RSUs and Performance Share awards accelerated.

(2)	Mr. Sachdev is entitled to receive a payment equivalent to 2.99 years of his annual base salary if terminated involuntarily without cause or upon resignation with good reason. The other Named Executive Officers do not have severance agreements.

(3)

Participants in the RSVP are entitled to the vested account balance upon termination of employment. The amounts shown in this column represent the excess of the vested account balance over the present value of accumulated benefits shown in the Pension Benefits for 2011 table on page 40 of this proxy statement.

(4)	The SERP vests 50% after five completed years of plan participation plus an additional 10% for each additional completed year of participation. The amount shown is the unvested portion of the account that vests upon termination for the reasons shown.

(5)

The accumulated post-retirement benefit obligation as of December 31, 2011 pursuant to our retiree medical plan estimated using the methodology of FASB ASC Topic 715, Compensation – Retirement Benefits. These benefits are generally available to U.S. employees hired prior to July 1, 2000. Of the Named Executive Officers, only Mr. Richter and Dr. Wicks are eligible to receive these benefits. Mr. Cottier was not a U.S. employee as of July 1, 2000, and Mr. Sachdev and Dr. Smoller were hired after July 1, 2000.

III. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

As required by the Dodd-Frank Act and Section 14A of the Exchange Act, we are asking our shareholders to provide advisory approval of the compensation of the Named Executive Officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. This vote is advisory and not binding on the Company, the Board and the Compensation Committee. However, the Board and the Compensation Committee are interested in the opinions expressed by our shareholders on this proposal and will consider the outcome of the vote when making future compensation decisions for the Named Executive Officers. We encourage shareholders to review the CD&A, beginning on page 20, for details regarding our executive compensation program.

As previously noted in the CD&A, our executive compensation program is based on our pay-for-performance philosophy and designed to ensure our compensation plans work to create shareholder value by appropriately incentivizing our executive team to meet and exceed both our long-term strategic and annual operating plans. The relationship of actual pay delivered and Company performance is key.

Our 2011 financial results compared to 2010 were as follows:

_•

Operating income was $647M, an increase of $96M or 17.4% compared to 2010.

_•

Diluted earnings per share (EPS) was $3.72, an increase of $0.60 or 19% compared to 2010.

_•

Free cash flow was $391M. Free cash flow was calculated as net cash provided by operating activities of $495M less capital expenditures of $104M.

_•

These results exceeded our 2011 target for operating income, EPS and free cash flow but fell below target for sales growth. Consequently, the annual incentive component of total compensation (i.e., Bonus Plan payouts) paid above the target level. At the same time, the Company’s solid financial performance helped drive a total shareholder return for the year ended December 31, 2011 that was in the top quartile of the Comparator Group despite being a negative 5.1%.

For a longer-term performance perspective, the Company’s total shareholder return over the prior three- and five-year periods ended December 31, 2011 was as follows:

_•

53.2% for 3 years; and

_•

69.9% for 5 years.

The long-term incentive component of total compensation (i.e., equity grants under the LTIP) is delivered half in stock options and half in Performance Shares based on meeting three-year return on equity and sales growth targets. While our total shareholder return was favorable over this time period, as noted above, our results as compared to the plan metrics were mixed: we exceeded the target return on equity metric but did not meet the sales growth threshold for the Performance Share award for the 2009 – 2011 performance period, resulting in a payout between the threshold and target levels.

We believe that our executive compensation program is designed appropriately and is working to ensure management’s interests are aligned with our shareholders’ interests by supporting the delivery of both our annual operating and long- term strategic plans and including equity as a significant component of compensation. Compensation unrelated to performance is limited. Our CIC agreements with the Named Executive Officers do not provide payments without involuntary job loss or substantial diminution of duties (i.e., double-trigger). We do not provide tax gross-ups on CIC severance payments or extended welfare or retirement benefits. We do not provide guaranteed incentive awards and our perquisites are very limited and in line with our pay-for-performance philosophy. In 2011, we added a clawback provision to all future employee equity awards and extended our existing clawback policy to cover any financial restatement, regardless of wrongdoing. New for 2012 is the addition of total shareholder return as a performance metric for future Performance Share awards.

Accordingly, we ask shareholders to vote FOR the following resolution at the Meeting:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in this proxy statement for the Meeting pursuant to the compensation disclosure rules of the SEC, including the CD&A, the compensation tables and the accompanying footnotes and narrative discussion.”

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of the Named Executive Officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.

THE BOARD RECOMMENDS A VOTE FOR ADOPTION OF THE RESOLUTION APPROVING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

RELATED PARTY DISCLOSURE

In order to identify and address any concerns regarding related party transactions and their disclosures, the Company utilizes directors’ and officers’ questionnaires and business conduct and business ethics policies.

Directors and Officers Questionnaires

Annual directors’ and officers’ questionnaires are distributed at the beginning of each year in order to identify related-party transactions, among other things. Pursuant to the questionnaire, directors and executive officers are asked to identify and describe any transaction, or series of similar transactions, since January 1, 2011, or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a participant, in which the dollar amount involved exceeded $120,000 and in which (1) the individual, (2) any director or executive officer of the Company, (3) any nominee for election as a director of the Company, (4) any person known to the individual to own of record or beneficially more than 5% of the Company’s Common Stock, (5) any member of the individual’s immediate family or (6) any entity which is owned or controlled by the foregoing persons, or any entity in which the foregoing persons has a substantial ownership interest or control of such entity had, or will have, a direct or indirect material interest. Responses provided to the questionnaire by directors and executive officers are reviewed by the Company’s management to determine any necessary course of action.

Business Conduct Policy

Guidelines regarding conflicts of interest are outlined in the Conduct Policy for all employees, including the Named Executive Officers, and directors. The Conduct Policy is available on the Company’s website, www.sigmaaldrich.com , under “ Investor Relations – Corporate Governance .” A review of any reported exceptions to the Conduct Policy is performed by Internal Audit annually.

Upon hire, each employee is asked to read the Conduct Policy and sign an acknowledgement regarding compliance therewith. Management, as well as employees in positions having authority to commit or expend Company assets or in possession of material, nonpublic information about the Company, is asked to complete and sign an annual Conduct Policy compliance questionnaire, which reaffirms their commitment to the Conduct Policy and provides an opportunity to communicate possible violations thereof. In addition, an annual notice is sent to all employees directing them to reread and reacquaint themselves with the Conduct Policy.

Directors are expected and required to uphold the same dedication to corporate ethics as the Company’s employees and executive officers. A conflict of interest can arise when a director takes an action or has an interest that may make it difficult for him or her to carry out his or her responsibilities as a member of the Board objectively and effectively.

Pursuant to the Conduct Policy, employees and directors have a responsibility to always act in the Company’s best interest. Employees and directors should never be influenced by personal considerations or relationships when making decisions that impact the Company. Potential conflicts of interest can arise if an employee or a director, or any member of their immediate family:

_•

acts as an employee, director, agent or consultant to any entity that is a competitor, customer or supplier of the Company;

_•

has greater than a 5% financial interest in any business with which the Company currently does business or competes;

_•

acquires any real property, leaseholds, patents or other property or rights in which the Company has an interest or is likely to have an interest;

_•

influences or directs Company business to a friend or relative;

_•

accepts other than nominal gifts from a customer, supplier or other business associate of the Company; or

_•

accepts any loans or payments from a customer or supplier of the Company in exchange for a business transaction, acceptance of inflated pricing or unacceptable levels of service (i.e., quality below specifications or receipt of short shipments), or any other such treatment that negatively impacts the Company. Such payments may be considered bribes or kickbacks and are strictly prohibited.

Employees and directors are instructed under the Conduct Policy to avoid any situations that may lead to a conflict of their personal interests with those of the Company. Should a potential conflict of interest currently exist or develop in the future, employees are required to report the potential conflict in writing within ten days to: (1) their direct manager; (2) a Company officer; or (3) the Internal Audit Director. Each situation is reviewed to determine if the employee’s duties, or the duties of his or her subordinates, require making decisions that could be influenced by the potential conflict reported. If it is determined a conflict of interest exists, the employee may be asked to eliminate the conflicting situation, be removed from the Company duty which causes the conflict of interest, be transferred to a new position where there is no conflict or face disciplinary action, if appropriate.

The recipient of a report of a potential conflict of interest is required to report the potential conflict in writing within ten days to the Internal Audit Director, who in turn will inform both the CEO and the Chairman of the Audit Committee. All potential conflicts of interest should be disclosed in the annual Conduct Policy compliance questionnaire, even if previously reported.

In meeting the requirements of the Conduct Policy, directors are expected to avoid any situations that may lead to a conflict between their personal interests and the interests of the Company. Should a potential conflict of interest currently exist or develop in the future, directors are required to report the potential conflict in writing within ten days to the Chairman of the Audit Committee. Each situation will be reviewed to determine if the director’s duties require making decisions that could be influenced by the potential conflict reported. If it is determined that a conflict of interest exists, the director will be asked to eliminate the situation creating the conflict or to resign from the Board. The annual directors and officers questionnaire also requires disclosure of any potential conflicts of interest, even if previously reported.

VOTE REQUIRED; OTHER MATTERS

Because the election of directors is not a contested election, each director will be elected by the vote of the majority of the votes cast. A “contested election” means an election in which the number of candidates exceeds the number of directors to be elected. A “majority of the votes cast” means that the number of votes cast “for” a director exceeds the number of votes cast “against” that director. “Votes cast” excludes abstentions and broker non-votes and therefore abstentions and broker non-votes will have no effect on the election of directors.

Under Delaware law, if a director is not elected at the Meeting, the director will continue to serve on the Board as a “holdover director.” As required by the By-laws, in the event that an incumbent director fails to receive a majority of the votes cast, the director will submit to the Governance Committee a written resignation from the Board and the Governance Committee will consider the director’s resignation and recommend to the Board whether to accept or reject the resignation. The Board will decide whether to accept or reject the resignation and publicly disclose its decision and the rationale behind the decision within 90 days after the election results are certified.

The affirmative vote of the holders of a majority of the shares represented in person or by proxy at the Meeting and entitled to vote on the proposal in question is required to ratify the appointment of KPMG as the Company’s independent registered public accountant, approve, on an advisory basis, the compensation of the Named Executive Officers and approve any other matters properly brought before the Meeting. Shares represented by proxies which are marked “against” or “abstain” with respect to the ratification of the appointment of the independent registered public accountant, the approval, on an advisory basis, of the compensation of the Named Executive Officers or which deny discretionary authority on other matters will be counted for the purpose of determining the number of shares represented by proxy at

the Meeting. Such proxies will thus have the same effect as if the shares represented thereby were voted against ratification of the appointment of the independent registered public accountant and against approval of the compensation of the Named Executive Officers.

Although the advisory vote to approve the compensation of the Named Executive Officers is non-binding, as provided by law, the Board will review the results of the vote and take it into account in making future executive compensation decisions.

Shares not voted on one or more but less than all such matters on proxies returned by brokers will be treated as not represented at the Meeting as to such matter or matters and will thus have no effect.

The Company knows of no other matters to be presented for consideration at the Meeting. If any other matters are properly brought before the Meeting, the persons named in the proxy card intend to vote or act with respect to items in accordance with their best judgment. The affirmative vote of the holders of the majority of shares represented at the Meeting and entitled to vote on the matter is required for approval of any such other matters which are properly brought before the Meeting.

SHAREHOLDER PROPOSALS

Written proposals of shareholders to be included in the proxy statement and form of proxy for the next Annual Meeting of Shareholders must be received at the Company’s executive offices no later than November 12, 2012. Upon receipt of any such proposal, the Company will determine whether or not to include such proposal in the proxy statement and form of proxy in accordance with regulations governing the solicitation of proxies.

Under the By-laws, in order for a shareholder to nominate a candidate for director, or to bring other business before a shareholders’ meeting, timely notice must be given to and received by the Company in advance of the meeting. In the case of an annual meeting of shareholders, ordinarily, such notice must be given and received not less than 90 nor more than 120 days before the first anniversary of the preceding year’s annual meeting (or between January 1, 2013 and January 31, 2013 in the case of the 2013 annual meeting); provided, however, that in the event the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, then such notice must be given by the shareholder and received by the Company no earlier than the 120th day prior to such annual meeting and no later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of such meeting is first made. In certain cases, notice may be delivered and received later if the number of directors to be elected to the Board is increased. In the case of a nomination, the shareholder submitting the notice must describe various matters as specified in the By-laws, including the name and address of each proposed nominee, his or her occupation and number of shares held and certain other information. In the case of a proposal of other business, the notice must include a description of the proposed business (which must otherwise be a proper subject for action by the shareholders), the reasons therefor and other matters specified in the By-laws.

In the case of special meetings of shareholders, only such business will be conducted, and only such proposals will be acted upon, as are brought pursuant to the notice of the meeting. In the event the Company calls a special meeting of shareholders to elect one or more directors, any shareholder may nominate a candidate, if such shareholder complies with the timing and notice requirements contained in the By-laws. Proposals of other business may be considered at a special meeting requested in accordance with the By-laws only if the requesting shareholders give and the Company receives a notice containing the same information as required for an annual meeting at least 30 days prior to the earlier of the time the person so designated calls the meeting pursuant to Section 2.02 of the By-laws or the day on which public announcement of the date of the meeting is first made.

In the case of an annual or special meeting, the shareholder proponent must be a shareholder of the Company who was a shareholder of record both at the time of giving of notice and at the time of the meeting and who is entitled to vote at the meeting. Any shareholder desiring a copy of the Company’s Certificate of Incorporation, as amended, or By-laws will be furnished a copy without charge upon written request to the Corporate Secretary.

The time limits described above also apply in determining whether notice is timely for purposes of Rule 14a-4(c) under the Exchange Act relating to exercise of discretionary voting authority, and are separate from and in addition to the SEC’s

requirements that a shareholder must meet to have a proposal included in the Company’s proxy statement for an annual meeting.

In each case, the proposals or notices described above must be submitted in writing to George L. Miller, Senior Vice President, General Counsel and Secretary, Sigma-Aldrich Corporation, 3050 Spruce Street, St. Louis, Missouri 63103.

By Order of the Board of Directors,

LOGO

George L. Miller

Senior Vice President, General Counsel and Secretary

March 12, 2012

3050 Spruce Street

St. Louis, MO 63103

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933 or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Audit Committee Report included on page 18 of this proxy statement and the Compensation Committee Report included on page 33 of this proxy statement shall not be incorporated by reference into any such filings; except that the Compensation Committee Report is expressly incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.


*3050 SPRUCE STREET* *ST. LOUIS, MO 63103*		FOR VOTING BY INTERNET, PHONE OR MAIL, PLEASE READ THE INSTRUCTIONS BELOW VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.






		VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.


		ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
		If you are a registered holder of shares, you have the option to access future shareholder communications over the Internet instead of receiving printed documents. Participation is voluntary. If you give your consent, all future shareholder communications will be available on the Internet at www.proxyvote.com or such other location as you may be notified by mail. Material will be presented in PDF format. There is no cost to you for this service other than any charges you may incur from your Internet provider, telephone and/ or cable company. Once you give your consent, it will remain in effect until you inform us otherwise. You may revoke your consent at any time and/or request paper copies of any shareholder communications by notifying the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, or the Company in writing at the address below. To give your consent to receive such materials electronically, follow the prompts when you vote by telephone or over the Internet, or check the appropriate box located on the reverse side of the attached proxy/voting instruction card when you vote by mail. VOTE BY MAIL











		All holders must sign exactly as their name appears hereon. Fiduciaries must state their title. Joint owners both must sign. Authorized officers must sign in a corporation's or partnership's full legal name. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to SIGMA-ALDRICH CORPORATION, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.



		If you vote by phone or vote using the Internet, please do not mail your proxy. THANK YOU FOR VOTING.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

M41253-P18957-Z56925

KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY

SIGMA-ALDRICH CORPORATION

This proxy will be voted FOR items 1, 2 and 3 unless otherwise directed, and in the discretion of the proxies, on whatever other business may properly come before the meeting.

The Board of Directors recommends a vote FOR each of the director nominees and FOR Proposals 2 and 3.

VOTE ON DIRECTORS

For

Against

Abstain

1. Election of directors:

1a. Rebecca M. Bergman

1b. George M. Church

1c. W. Lee McCollum

1d. Avi M. Nash

1e. Steven M. Paul

1f. J. Pedro Reinhard

1g. Rakesh Sachdev

1h. D. Dean Spatz

1i. Barrett A. Toan

VOTE ON PROPOSALS

2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accountant for 2012

3. Advisory vote to approve named executive officer
compensation

For address changes and/or comments, please check this box and write them on the back where indicated.

MATERIALS ELECTION

By checking the box to the right, I consent to future access to shareholder communications (e.g., annual reports, proxy statements, related proxy materials) electronically via the Internet, as described in the accompanying notice. I understand the Company may no longer distribute printed materials to me for any future shareholders meeting until such consent is revoked. I understand I may revoke my consent at any time by writing the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, or the Company and that costs normally associated with electronic access, such as Internet usage and telephone charges, will be my responsibility.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date


		March 12, 2012

		Dear Shareholder:

		The Annual Meeting of Shareholders of Sigma-Aldrich Corporation will be held at the Company's Life Science and High Technology Center, 2909 Laclede Avenue, St. Louis, Missouri 63103 at 11:00 A.M., Central Daylight Time, on Tuesday May 1, 2012. It is important that these shares are represented at the meeting. Whether or not you plan to attend the meeting, please review the enclosed proxy materials. You may sign, date and return this proxy card or you may vote by Internet or telephone. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 1, 2012: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com .

M41254-P18957-Z56925


		THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE (To be signed on reverse side) By signing on the reverse, the shareholder(s) hereby appoint(s) D. DEAN SPATZ and J. PEDRO REINHARD, or either of them, the true and lawful attorneys-in-fact, agents and proxies, with the power of substitution and revocation, as their representatives at the Annual Meeting of Shareholders of SIGMA-ALDRICH CORPORATION to be held at the Company's Life Science and High Technology Center, 2909 Laclede Avenue, St. Louis, Missouri 63103 on Tuesday, May 1, 2012, at 11:00 A.M., Central Daylight Time (including all adjournments and postponements thereof), and to vote all shares of stock which the shareholder is entitled to vote, with all powers which the shareholder would possess if personally present. This proxy also provides voting instructions for shares held by Fidelity Management Trust Company, the trustee for the Sigma-Aldrich 401(k) Retirement Savings Plan, and directs such trustee to vote, as indicated on the reverse side of this card, any shares allocated to this account in the plan. The trustee will vote these shares as you direct. If a valid card is not received by April 26, 2012, the shares credited to this account will not be voted. Signer(s) hereby acknowledge(s) receipt of the Notice of Annual Meeting and accompanying Proxy Statement and 2011 Annual Report to Shareholders, and hereby revoke(s) all proxies heretofore given by the undersigned for said meeting. This proxy may be revoked prior to its exercise. You are encouraged to specify your choices by marking the appropriate boxes on the reverse side. Shares represented by this proxy, when properly executed, will be voted as directed or, if directions are not indicated, will be voted in accordance with the Board of Directors' recommendations. The proxies cannot vote these shares unless you sign and return this card.





				Address Changes/Comments:
		(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side