Content and method of the compensation and the shareholding programs

Executive compensation policy and programs
Syngenta’s executive compensation principles are designed to attract, retain and motivate internationally oriented, successful executives. They aim is to provide appropriate rewards in a competitive employment market and support the development of a high performance environment.
The elements of total compensation for the Chairman, Chief Executive Officer, members of the Executive Committee and the Senior Management Group are base salary, annual cash and equity based incentive awards.

Total individual compensation at target performance level relates to market median for comparable companies with the possibility of substantial higher compensation for outstanding performance. The incentive awards generally represent a significant part of total compensation. Cash and equity incentive awards are based on Company and individual performance. Equity based compensation consists of stock options for the long-term incentive award and share awards for a portion of the short-term incentive award.

Equity based compensation programs
Syngenta’s equity based compensation programs encourages the participants to focus on the performance and long-term growth of the company, aligns the interests of the participants with those of Syngenta shareholders and allows participants to share in the long-term success of Syngenta.

Syngenta Long-Term Incentive Plan (stock options)
The number of options granted to a participant is based on target long-term incentive, performance and option value. The Black-Scholes model, a commonly accepted stock option valuation method, is used to determine the value of an option. The value of the awarded long-term incentive is divided by the option value to give the number of options. After a three-year blocking period, options can be exercised to purchase Syngenta shares within ten or eleven years from the date of grant.

Syngenta Deferred Share Plan
According to the rules of the plan a portion of the annual short-term incentive award will mandatorily be allocated into the Deferred Share Plan. In addition, a certain portion of the annual short-term incentive award may voluntarily be deferred into the plan. After a three-year deferral period, the deferred shares become freely tradable Syngenta shares. At the end of the deferral period, Syngenta matches on a one-for-one basis the deferred shares, doubling the total number of shares. The value of a deferred share at the time of the grant corresponds to the Syngenta share price at the time of the grant.

Syngenta Employee Share Purchase Plan
All Syngenta employees in Switzerland, including the Chairman, Chief Executive Officer and members of the Executive Committee can participate in the Syngenta Employee Share Purchase Plan. This plan entitles employees to subscribe once a year to shares at a discount rate of 50 per cent from the closing price at the grant date.
The maximum subscription per employee per year is limited to a total value of CHF 5,000. The shares have a blocking period of three years.

Compensation for members of the Board of Directors and the Executive Committee

2003 Executive compensation
The aggregate amount of cash compensation (salaries and bonuses) in 2003 to the Chairman, the Chief Executive Officer and the members of Executive Committee (a total of 10 people, including John Elias, former Head of Human Resources who resigned from the Company at the end of September 2003) amounted to CHF 10,280,685. In addition, CHF 4,499,874 was set aside to meet pension obligations, including provisions to cover merger-related pension promises.

As of December 31, 2003, the Chairman, Chief Executive Officer and members of the Executive Committee held 608,128 options on shares of Syngenta AG. (See table 1)

Furthermore, as of December 31, 2003, the aggregate number of shares of Syngenta AG held by the Chairman, Chief Executive Officer and the members of the Executive Committee, including parties closely linked, was 36,853. Parties closely linked are (i) their spouses, (ii) their children below age 18, (iii) any legal entities that they own or otherwise control, and (iv) any legal or natural person who is acting as their fiduciary.

The Syngenta Deferred Share Plan was first introduced in 2002 for voluntary deferrals of the 2002 short-term incentive awards. The total amount of the 2002 short-term incentive award voluntarily deferred in 2003 by the Chairman, Chief Executive Officer and members of the Executive Committee results in 20,763 deferred shares.

In 2003, within the scope of the Syngenta Employee Share Purchase Plan, the Chairman, Chief Executive Officer and members of the Executive Committee purchased 594 shares.

2003 Non-Executive Director compensation
Each Non-Executive Director could opt for payment in cash or a combination of cash and options. The aggregate amount of compensation in 2003 to the ten Non-Executive Directors (cash compensation and options) amounted to CHF 1,630,000. CHF 1,161,000 was paid in cash and CHF 469,000 will be paid in options. These options will be issued in 2004 in accordance with the Company’s Long-Term Incentive Plan. A total of 18,670 options, which were part of the 2002 Non-Executive Director’s compensation, were granted in 2003.

Directors are reimbursed for travel and other necessary business expenses incurred in the performance of their services.

As of December 31, 2003, the Non-Executive Directors held 59,632 options on shares of Syngenta AG. (See table 2)

Furthermore, as of December 31, 2003, the aggregate number of shares of Syngenta AG held by Non-Executive Directors, including parties closely linked, was 14,953.
Parties closely linked are (i) their spouses, (ii) their children below age 18, (iii) any legal entities that they own or otherwise control, and (iv) any legal or natural person who is acting as their fiduciary.

Table 1

Number of Options	Year of Allocation	Exercise Period	Exercise Price
164,000	2000	10 years	CHF 76.50
13,500	2001	10 years	CHF 83.70
56,473	2002	10 years	CHF 98.00
102,806	2002	11 years	CHF 98.00
94,249	2003	10 years	CHF 59.70
177,100	2003	11 years	CHF 59.70

Table 2

Number of Options	Year of Allocation	Exercise Period	Exercise Price
25,000	2000	10 years	CHF 76.50
	2001	10 years	CHF 83.70
3,425	2002	10 years	CHF 98.00
12,537	2002	11 years	CHF 98.00
	2003	10 years	CHF 59.70
18,670	2003	11 years	CHF 59.70

The exercise price is equal to the weighted average share price on the Swiss stock exchange (SWX) for the five business days preceding the grant date, as determined by the Compensation Committee. All of the options vest in full and are exercisable after three years. Each option gives the holder the right to purchase one registered share of Syngenta AG.

Compensation for former members of the Board of Directors and the Executive Committee

The aggregate amount of cash compensation (salaries and bonuses) in 2003 to a former member of the Executive Committee amounted to CHF 385,000. In addition, CHF 25,850 was set aside to meet pension obligations.
No compensation was made to former members of the Board of Directors.

Share allotment

This information is contained in Compensation for members of the Board of Directors and the Executive Committee .

Share ownership

This information is contained in Compensation for members of the Board of Directors and the Executive Committee .

Options

This information is contained in section Compensation for members of the Board of Directors and the Executive Committee .

Additional fees and remuneration

No material additional honorarium and remuneration were paid to any member of the Board of Directors or the Executive Committee.

Severance payments and loans

There were no loans granted to the members of the Board of Directors or Executive Committee during the year under review, and as of December 31, 2003, there were no loans outstanding. During the year under review, the aggregate amount of severance payments to a former member of the Executive Committee amounted to CHF 342,800.
No severance payments were made to former members of the Board of Directors.

Highest total compensation

The highest total compensation paid to a member of the Board of Directors in the year under review consisted of CHF 2,091,031 of cash compensation (salary and bonus).
In addition 66,809 options under the Syngenta Long-Term Incentive Plan (Stock Options) and 5,495 deferred shares under the Syngenta Deferred Share Plan were granted to this member of the Board of Directors. Furthermore, 66 shares were purchased by this member of the Board of Directors under the Employee Share Purchase Plan. CHF 3,187,178 was set aside to meet pension obligations, including provisions to cover merger-related pension promises.