Syngenta AG (SYT)

Compensation of Non-Executive Directors

Nine non-executive Directors received their compensation for 2005 in cash, and one non-executive Director, the Chairman, received a combination of cash and blocked shares. From 2006 all non-executive Directors will be able to opt for the payment of their annual compensation in cash or a combination of cash and shares under the terms of the Syngenta Share Plan for Non-Executive Directors. The aggregate amount of compensation paid in 2005 to the ten active non-executive Directors (cash compensation and shares) amounted to CHF 2.39 million. Of this amount CHF 2.29 million was paid in cash and CHF 0.1 million was paid in blocked shares (680 blocked shares were allocated). In 2005, 14,350 stock options at an exercise price of CHF 127.38 were granted to some of the non-executive Directors to cover the portion of their compensation for 2004. In 2004 some of the non-executive Directors opted for a payment of their fee in the form of stock options granted in 2005.

Non-executive members of the Board could opt for payment of their compensation in cash or a combination of cash and options. The aggregate amount of compensation in 2004 to the ten active and former Non-Executive Directors (cash compensation and options) amounted to CHF 1.59 million. Of this amount CHF 1.16 million was paid in cash and CHF 0.44 million will be paid in options in 2005. In 2004, 19,803 options at an exercise price of CHF 89.30 were granted to Non-Executive Directors to cover the portion of their compensation which such Non-Executive Directors opted in 2003 to receive in the form of options.