Syngenta AG (SYT)

Syngenta Deferred Share Plan

In 2002, the Syngenta Deferred Share Plan (DSP) was implemented to grant deferred shares (deferred ADS for United States participants) to executive Directors, members of the Executive Committee and members of the Senior Management Group as part of the short-term incentive awards. Pursuant to the rules of the DSP a fixed portion of each participant's short-term incentive award is invested in the DSP in the form of deferred shares (or deferred ADS) on a mandatory basis. An additional portion of the short-term incentive award can be invested by the participant on a voluntary basis within the limits set out in the plan rules. The value of a deferred share at the date of grant equals the weighted average share price of the Syngenta share on five business days prior to the date of grant (the value of a deferred ADS equals the weighted average price of an ADS on the five business days prior to the date of grant). Shares (or ADS) allocated under the terms of the DSP are blocked for a period of three years from the grant date. At the end of the blocking period the shares (or ADS) become freely tradable and Syngenta matches the number of deferred shares (or ADS) of each participant on a one-for-one basis. In 2005 a total of 73,187 deferred shares and a total of 81,847 deferred ADS were granted to approximately 131 senior executives on the basis of the invested portions of the STI that were awarded for the performance in the year 2004.

Further information on the Syngenta long-term incentive plan (LTI Plan) and the Deferred Share Plan (DSP) is provided in Note 27 to the consolidated financial statements.

In 2002, the Syngenta Deferred Share Plan was introduced to provide selected senior executives with an opportunity to obtain shares of Syngenta. The plan entitles participants to defer part of their annual short-term incentive awards in favor of Syngenta shares and to receive matching shares according to the rules of the plan. The value of a Deferred Share at the time of the grant corresponds to the Syngenta share price at the time of the grant. Shares are deferred for a period of three years starting on the grant date. At the end of the deferral period, Syngenta matches the deferred shares on a one-for-one basis. For the incentive year 2002 participants could voluntarily defer a part of the 2002 short-term incentive. From the incentive year 2003 the Syngenta Deferred Share Plan became fully effective and a mandatory part of the short-term incentive is allocated as Deferred Shares. Additional voluntary deferrals within the limits of the plan can be made at the discretion of the participants.

F-48

The following table sets out activity under this plan during 2004 and 2003, including the equivalent ADS that are offered to Syngenta employees in the USA.