As filed with the Securities and Exchange Commission on March 25, 2004

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**SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549**

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FORM 20-F

o  REGISTRATION
    STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
  SECURITIES
EXCHANGE ACT OF 1934

OR

x  ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES
EXCHANGE ACT OF 1934 For
the fiscal year ended: **December 31, 2003**

OR

o  TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES
EXCHANGE ACT OF 1934

Commission file number: 1-15152

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SYNGENTA AG
(Exact name of Registrant as specified in its charter)

SWITZERLAND(Jurisdiction of incorporation or organization)
**Schwarzwaldallee 215, 4058 Basel, Switzerland**(Address of principal executive offices)

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Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class:
      Name of each exchange on which registered:American Depositary Shares, each representingone-fifth of a common share of Syngenta AG,nominal value CHF 10 each
      New York Stock Exchange


Securities registered or to be registered pursuant to Section 12(g) of the Act:None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

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Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.
**112,564,584 Common shares, nominal value CHF 10 each**

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x
      Yes
      o
      No


Indicate by check mark which financial statement item the registrant has elected to follow:

o
      Item 17
      x
      Item 18


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Introduction

Nature of Operations

Syngenta AG (Syngenta, the Company, we or us) is a world-leading agribusiness that is involved in the discovery, development, manufacture and marketing of a range of
products designed to improve crop yields and food quality. In addition, Syngenta is a leader in Professional Products, through the development of products for markets such as Seed Treatment, Turf and Ornamentals, Professional Pest
Management, Vector Control and Public Health. Syngenta is headquartered in Basel, Switzerland and was formed by Novartis AG (Novartis) and AstraZeneca PLC (AstraZeneca) in November 2000 through an agreement to spin off and
merge the Novartis crop protection and seeds businesses with the Zeneca agrochemicals business to create a dedicated agribusiness company whose shares were then the subject of a global offering (the Transactions).

The Transactions were completed on November 13, 2000 (the Transaction Date). In this annual report, for periods prior to November 13, 2000, we refer to the businesses contributed to Syngenta by Novartis as
the Novartis agribusiness and we refer to the businesses contributed to Syngenta by AstraZeneca as the Zeneca agrochemicals business.

Presentation of Financial and Other Information

We have prepared our consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), together with a reconciliation of net income and equity to United States Generally Accepted
Accounting Principles (United States GAAP). The basis of preparation of the consolidated financial statements and the key accounting policies are discussed in Notes 1 and 2, respectively, of the consolidated financial statements. For a discussion of
the significant differences between IFRS and United States GAAP, see Note 33 of the consolidated financial statements.

The consolidated financial statements are presented in United States dollars, as this is the major currency in which revenues are denominated.

In this annual report, U.S. dollar, or U.S.$ means the currency of the United States. Swiss franc or CHF means the currency of Switzerland, British pounds
sterling, British pounds, GBP and GB pounds means the currency of the United Kingdom; and euro or € means the euro, the single currency introduced at the start of the third stage
of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended by the Treaty of the European Union. EU refers to the European Union; NAFTA refers to the countries party to the
North American Free Trade Agreement (Canada, Mexico and the United States); and AME refers to Africa and the Middle East.

Certain terms mentioned in this annual report are registered in certain jurisdictions as our trademarks.

A body of generally accepted accounting principles such as U.S. GAAP or IFRS is commonly referred to as GAAP. A non-GAAP financial measure is generally defined by the United States Securities
and Exchange Commission as one that purports to measure historical or future financial performance, financial position or cash flows but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. This report
presents certain non-GAAP financial measures, primarily results excluding restructuring and impairment charges and comparative performance measured at constant exchange rates. In accordance with applicable rules and regulations, we have presented
definitions and reconciliations of non-GAAP financial measures to the most comparable GAAP measures in Item 5 Operating and Financial Review and Prospects of this report. The non-GAAP financial measures described herein are not a
substitute for GAAP measures, for which management has responsibility.

Forward-Looking Statements

The statements contained in this annual report that are not historical facts, including, without limitation, statements regarding managements expectations, targets or intentions, including for sales, earnings,
earnings per share and synergies, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are based on the current expectations and estimates of
Syngentas management. Investors are cautioned that such forward-looking statements involve risks and uncertainties, and that actual results may differ materially.

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We identify the forward-looking statements in this annual report by using the words will or would, or anticipates, believes, expects, intends or
similar expressions. We cannot guarantee that any of the events or trends anticipated by the forward-looking statements will actually occur. Important factors that could cause actual results to differ materially from the results anticipated in the
forward-looking statements include, among other things:

- the risk that research and development will not yield new products that achieve commercial success;
- the risks associated with increasing competition in the industry, especially during downturns in commodity crop prices;
- the risk that we will not be able to obtain or maintain the necessary regulatory approvals for our business;
- the risks associated with potential changes in policies of governments and international organizations;
- the risks associated with exposure to liabilities resulting from environmental and health and safety laws;
- the risk that important patents and other intellectual property rights may be challenged;
- the risk of substantial product liability claims;
- the risk that consumer resistance to genetically modified crops and organisms may negatively impact sales;
- the risk that our crop protection business may be adversely affected by increased use of products derived from biotechnology;
- the risks associated with climatic variations;
- the risk that customers will be unable to pay their debts to us due to local economic conditions;
- the risks associated with exposure to fluctuations in foreign currency exchange rates;
- the risks associated with entering into single-source supply arrangements;
- other risks and uncertainties that are difficult to predict.

Some of these factors are discussed in more detail herein, including under Item 3  Key Information, Item 4  Information on the Company, and Item 5  Operating and
Financial Review and Prospects. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed,
estimated or expected. Syngenta does not intend or assume any obligation to update these forward-looking statements.

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|TABLE OF CONTENTS                                                                      |    | 
|-------------------------------------------------------------------------------------- | -- | 
|                                                                                       |    | 
|Introduction                                                                           | ii | 
|Nature of Operations                                                                   | ii | 
|Presentation of Financial and Other Information                                        | ii | 
|Forward-Looking Statements                                                             | ii | 
|                                                                                       |    | 
|PARTI                                                                                  |    | 
|Item 1  Identity of Directors, Senior Management and Advisers                         | 2  | 
|Item 2  Offer Statistics and Expected Timetable                                       | 2  | 
|Item 3  Key Information                                                               | 2  | 
|Item 4  Information on the Company                                                    | 9  | 
|Item 5  Operating and Financial Review and Prospects                                  | 35 | 
|Item 6  Directors, Senior Management and Employees                                    | 62 | 
|Item 7  Major Shareholders and Related Party Transactions                             | 70 | 
|Item 8  Financial Information                                                         | 71 | 
|Item 9  The Offer and Listing                                                         | 75 | 
|Item 10  Additional Information                                                       | 78 | 
|Item 11  Quantitative and Qualitative Disclosure About Market Risk                    | 87 | 
|Item 12  Description of Securities Other Than Equity Securities                       | 89 | 
|                                                                                       |    | 
|PARTII                                                                                 |    | 
|Item 13  Defaults, Dividend Arrearages and Delinquencies                              | 89 | 
|Item 14  Material Modifications to the Rights of Security Holders and Use of Proceeds | 90 | 
|Item 15  Conclusions as to Disclosure Controls and Internal Controls                  | 90 | 
|Item 16  Reserved                                                                     | 90 | 
|Item 16A  Audit Committee Financial Expert                                            | 90 | 
|Item 16B  Code of Ethics                                                              | 90 | 
|Item 16C  Principal Accountant Fees and Services                                      | 90 | 
|Item 16D  Exemptions from Listings Standards for Audit Committees.                    | 91 | 
|                                                                                       |    | 
|PART III                                                                               |    | 
|Item 17  Financial Statements                                                         | 91 | 
|Item 18  Financial Statements                                                         | 91 | 
|Item 19  Exhibits                                                                     | 91 | 

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PART I

ITEM 1  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2  OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3  KEY INFORMATION

Selected Financial Data

Syngenta has prepared the consolidated financial statements in U.S. dollars and in accordance with International Financial Reporting Standards (IFRS), together with a reconciliation of net income and equity to US
Generally Accepted Accounting Principles (U.S. GAAP). The basis of preparation of the consolidated financial statements and the key accounting policies are discussed in Notes 1 and 2, respectively, of the consolidated financial statements. For a
discussion of the significant differences between IFRS and U.S. GAAP, see Note 33 of the consolidated financial statements.

The selected financial information set out below has been extracted from the consolidated financial statements of Syngenta or its predecessor. Investors should read the whole document and not rely on the summarized
information.

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Financial Highlights

|                                              
|----------------------------------------------
|                                              
|(U.S.$ million except
    where stated)       
|                                              
|Amounts in accordance with IFRS(1)            
|Income statement data                         
|Sales                                         
|Cost of goods sold                            
|Gross profit                                  
|Operating expenses                            
|Operating income                              
|                                              
|Income before taxes and minority interests    
|                                              
|Net income/(loss)                             
|                                              
|                                              
|                                              
|Basic earnings/(loss) per share               
|Diluted earnings/(loss) per share             
|Cash dividends declared  CHF per share       
|                                              
|                                              
|                                              
|Cash flow data                                
|Cash flow from operating activities           
|Cash flow from/(used for) investing           
|activities                                    
|Cash flow from/(used for) financing           
|activities                                    
|Capital expenditure on tangible fixed         
|assets                                        
|                                              
|                                              
|Balance Sheet data                            
|Current assets less current liabilities       
|Total assets                                  
|Total non-current liabilities                 
|Total liabilities                             
|Share capital                                 
|Total equity                                  
|                                              
|                                              
|Other supplementary income data               
|Net income excluding restructuring and impair-
|ment (2)                                      
|Basic earnings/(loss) per share, excluding re-
|structuring and impairment (2)                
|Diluted earnings/(loss) per share,            
|excluding restructuring and impairment (2)    
|                                              
|                                              
|Amounts in accordance with U.S. GAAP          
|Sales                                         
|Net income/(loss)                             
|                                              
|Total assets (unaudited)                      
|Total non-current liabilities (unaudited)     
|Total equity                                  
|Basic and diluted earnings/(loss) per share   
|                                              

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Notes

|(1) | Syngenta
          has prepared the consolidated financial statements in U.S. dollars and
          in accordance with International Financial Reporting Standards (IFRS),
          together with a reconciliation of net income and equity to US Generally
          Accepted Accounting Principles (U.S. GAAP). The basis of preparation of
          the consolidated financial statements and the key accounting policies are
          discussed in Notes 1 and 2, respectively, to the consolidated financial
          statements. For a discussion of the significant differences between IFRS
    and U.S. GAAP, see Note 33 to the consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | When reading
        the consolidated financial statements, the following needs to be considered.
        For accounting and financial purposes, the transactions forming Syngenta
        are treated as a purchase of Zeneca agrochemicals business by Novartis agribusiness
        with effect from November 13, 2000. As such, the consolidated financial
        statements do not include the financial results of Zeneca agrochemicals business
        prior to November 13, 2000, and are not indicative of the performance of
        Syngenta prior to this date. The basis of preparation for the years 1999
    and 2000 is explained further in Appendix A of Item 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2) | Restructuring
          represents the effect on reported performance of initiating business changes
          which are considered major and which, in the opinion of management, will
          have a material effect on the nature and focus of Syngentas operations,
          and therefore require separate disclosure to provide a more thorough understanding
          of business performance. Restructuring includes the effects of completing
          and integrating significant business combinations and divestments. Restructuring
          and impairment includes the impairment costs associated with major restructuring
          and also impairment losses and reversals of impairment losses resulting
          from major changes in the markets in which a reported segment operates.
          The incidence of these business changes may be periodic and the effect
          on reported performance of initiating them will vary from period to period.
          Because each such business change is different in nature and scope, there
          will be little continuity in the detailed composition and size of the reported
          amounts which affect performance in successive periods. Separate disclosure
    of these amounts facilitates the understanding of underlying performance.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Restructuring
        and impairment charges for 2003, 2002 and 2001 are analyzed in Note 6 to
        the consolidated financial statements. Restructuring and impairment for 2000
        consisted of US$261 million of restructuring costs, US$68 million of merger
        costs and US$785 million of product divestment gains in connection with the
        transactions which formed Syngenta. Restructuring and impairment for 1999
        consisted mainly of US$67 million in costs of the Focus restructuring
        project in Novartis agribusiness. A detailed reconciliation of net income
        and earnings per share before restructuring and impairment to net income
    and earnings per share according to IFRS is given in Appendix A of Item 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



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Risk Factors

Syngentas business, financial condition or results of operations could suffer material adverse effects due to any of the following risks. We have described below the risks that we consider material. Additional
risks not known to us or that we now consider immaterial may also impair our business operations.

The Resources Syngenta Devotes to Research and Development May Not Result in Commercially Viable Products

Syngentas success depends in part on its ability to develop new products. Research and development in the agribusiness industry is expensive and prolonged, and entails considerable uncertainty. The process of
developing a novel crop protection product, plant variety or trait typically takes about six to ten years from discovery through testing and registration to initial product launch, but this period varies considerably from product to product and
country to country. Because of the complexities and uncertainties associated with chemical and biotechnological research, compounds or biotechnological products currently under development may neither survive the development process nor ultimately
receive the requisite regulatory approvals needed to market such products. Even when such approvals are obtained, there can be no assurance that a new product will be commercially successful. In addition, research undertaken by competitors may lead
to the launch of competing or improved products which may affect sales of Syngentas new products.

Syngenta Faces Increasing Competition in Its Industry, Especially During Downturns in Commodity Crop Prices

Syngenta currently faces significant competition in the markets in which it operates. In most segments of the market, the number of products available to the grower is steadily increasing as new products are
introduced, although this trend has recently been slowed as some products are withdrawn because they are not re-registered or are subject to voluntary range rationalization programmes. At the same time, an increasing number of products are coming
off patent and are thus available to generic manufacturers for production. As a result, Syngenta anticipates that it will continue to face significant competitive challenges.

Although pricing of products is only one of a series of factors affecting competition, it intensifies the competitive environment in our industry. Movements in commodity crop prices can affect Syngentas results.
This can result not only in reduced sales, but also in competitive price pressure in certain of our markets when commodity crop prices are depressed, as has been the case in recent years. These fluctuations may negatively impact Syngentas
business, financial condition or results of operations in the future.

Syngenta May Not Be Able to Obtain or Maintain the Necessary Regulatory Approvals for Some of Its Products, and This Would Restrict Its Ability to Sell Those Products in Some Markets

Syngentas products must receive regulatory approval before they can be marketed, but it may not be able to obtain such approvals. In most markets, including the United States and the EU, crop protection products
must be registered after being tested for safety, efficacy and environmental impact. In most of Syngentas principal markets, after a period of time, Syngenta must also re-register its crop protection products and show that they meet all
current standards, which may have become more stringent since the prior registration. For seeds products, in the EU, a new plant variety will be registered only after it has been shown that it is distinct, uniform, stable, and better than existing
varieties.

Regulatory standards and trial procedures are continuously changing. Responding to these changes and meeting existing and new requirements may be costly and burdensome. Syngenta cannot guarantee that it will be
successful in doing so in all of its markets or for every product.

Changes in the Agricultural Policies of Governments and International Organizations May Prove Unfavorable

In subsidized markets such as the United States, EU and Japan, reduction of subsidies to growers may inhibit the growth of crop protection and seeds markets. In Europe, there are various pressures to reduce subsidies.
However, it is difficult to predict accurately whether and when such changes will occur. Japan is also under World Trade Organization (WTO) pressure to reduce subsidies, and is doing so in a gradual manner. We expect that the policies of governments
and international organizations will continue to affect the operating results of the agribusiness industry, and accordingly the income available to growers to purchase crop protection and seeds products.

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Syngenta Is Subject to Stringent Environmental, and Health and Safety Laws, Regulations and Standards Which Can Result in Compliance Costs and Remediation Efforts That May Adversely Affect Its Operational and
Financial Position

Syngenta is subject to a broad range of increasingly stringent laws, regulations and standards in all of its operational jurisdictions. This results in significant compliance costs and can expose it to legal liability.
These requirements are comprehensive and cover many activities including: air emissions, waste water discharges, the use and handling of hazardous materials, waste disposal practices, the clean-up of existing environmental contamination and the use
of chemicals by growers.

Environmental and health and safety laws, regulations and standards expose Syngenta to the risk of substantial costs and liabilities, including liabilities associated with assets that have been sold and activities that
have been discontinued. In addition, many of our manufacturing sites have a long history of industrial use. As is typical for businesses like Syngentas, soil and groundwater contamination has occurred in the past at some sites, and may be
identified at other sites in the future. Disposal of waste from our business at off-site locations also exposes Syngenta to potential remediation costs. Consistent with past practice Syngenta is continuing to investigate and remediate, or monitor
soil and groundwater contamination at a number of these sites. Despite our efforts to comply with environmental laws, Syngenta may face remediation liabilities and legal proceedings concerning environmental matters.

Based on information presently available, Syngenta has budgeted expenditures for environmental improvement projects and has established provisions for known environmental remediation liabilities that are probable and
capable of estimation. However, it cannot predict environmental matters with certainty, and the budgeted amounts and established provisions may not be adequate for all purposes.  In addition, the development or discovery of new facts, events,
circumstances, changes in law or conditions, including future decisions to close plants which may trigger remediation liabilities, could result in increased costs and liabilities or prevent or restrict some of Syngentas operations.

Third Parties May Challenge Some of Syngentas Intellectual Property Rights or Assert That Syngenta Has Infringed Theirs

Scientific and technological innovation is critical to the long-term success of our businesses. However, third parties may challenge the measures that Syngenta takes to protect processes, compounds, organisms and
methods of use through patents and other intellectual property rights and, as a result, our products may not always have the full benefit of intellectual property rights.

Third parties may also assert that Syngentas products violate their intellectual property rights. As the number of biotechnological products used in agriculture increases and the functionality of these products
further overlap, Syngenta believes that it may become increasingly subject to infringement claims. Even claims without merit are time-consuming and expensive to defend. As a result of these claims, Syngenta could be required to enter into license
arrangements, develop non-infringing products or engage in litigation that could be costly.

Syngenta May Be Required to Pay Substantial Damages as a Result of Product Liability Claims for Which Insurance Coverage is Not Available

Product liability claims are a commercial risk for Syngenta, particularly as we are involved in the supply of chemical products which can be harmful to humans and the environment. Courts have levied substantial damages
in the United States and elsewhere against a number of crop protection and seeds companies in past years based upon claims for injuries allegedly caused by the use of their products. While we have a global insurance program in place, a substantial
product liability claim that is not covered by insurance could have a material adverse effect on Syngenta operating results or financial condition.

Consumer and Government Resistance to Genetically Modified Organisms May Negatively Affect Syngentas Public Image and Reduce Sales

Syngenta is active in the field of genetically modified organisms in the seeds area and in biotechnology research and development in seeds and crop protection, with a current focus on North and South America. However,
the high public profile of biotechnology and lack of consumer acceptance of products to which Syngenta has devoted substantial resources could negatively affect its public image and results. The current resistance from consumer groups, particularly
in Europe, to products based on genetically modified organisms because of concerns over their effects on food safety and the environment, may spread to and influence the acceptance of products developed through biotechnology in other regions of the
world, which could limit the commercial opportunities to exploit biotechnology. In addition, some government authori-

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ties have enacted and others in the future might enact regulations regarding genetically modified organisms which may delay and limit or even prohibit the development and sale of such products.

Syngentas Crop Protection Business May Be Adversely Affected by Increased Use of Products Derived Through Biotechnology

The adoption of the products derived through biotechnology could have a negative impact on areas of Syngentas traditional crop protection business. This may not be offset, in whole or in part, by the
opportunities presented to our seeds and plant science businesses, which are more actively pursuing products and traits developed through biotechnology. Crop protection accounted for 84% of sales in 2003, whereas seeds accounted for 16% of sales.
The area of Syngentas crop protection business where genetically modified seeds have had the largest adverse impact to date is that of selective herbicides for use on oilseed crops, although genetically modified seeds impact on the crop
protection markets in corn and cotton is also significant and growing.

Syngentas Results May Be Affected by Climatic Variations

The agribusiness industry is subject to seasonal and weather factors, which make its operations relatively unpredictable. The weather can affect the presence of disease and pests in the short term on a regional basis,
and accordingly can affect the demand for crop protection products and the mix of products used (positively or negatively).

Syngentas Customers May Be Unable to Pay Their Debts to Syngenta Due to Local Economic Conditions

Normally Syngenta delivers its products against future payment. Syngentas credit terms vary according to local market practice, but for Europe and NAFTA our credit terms usually range from 30 to 180 days.
However, Syngentas customers, particularly in developing economies such as Latin America, may be exposed to downturns which may impact their ability to pay their debts, which could adversely affect our results.

Currency Fluctuations May Have a Harmful Impact on Syngentas Financial Results or May Increase Its Liabilities

Syngenta reports its results in U.S. dollars; however a substantial portion of our sales and product costs is denominated in currencies other than the U.S. dollar. Fluctuations in the values of these currencies,
especially in the U.S. dollar against the Swiss franc, British pound and euro, can have a material impact on our financial results.

Syngenta Maintains a Single Supplier for Some Raw Materials, Which May Affect Its Ability to Obtain Sufficient Amounts of Those Materials

While Syngenta generally maintains multiple sources of supply and obtains supplies of raw materials from a number of countries, there are a limited number of instances where Syngenta has entered into single-source
supply contracts or where Syngenta routinely makes spot purchases from a single supplier in respect of active ingredients, intermediates or raw materials for certain important products where there is no viable alternative source or where there is
sufficient commercial benefit and security of supply can be assured.  Such single supplier arrangements account for approximately 20% of our purchases of active ingredients, intermediates and raw materials, as determined by cost. Syngenta cannot
assure you that its ability to obtain sufficient amounts of those materials will not be adversely affected by unforeseen developments that would cause it to lose a supplier without notice.

Syngenta Will be Exposed to Changes in the Market Rate of Interest Which May Adversely Affect Its Results

Syngenta is exposed to changes in the market rate of interest. Syngentas treasury policy strives to limit this exposure through appropriate hedging with derivative financial instruments. However, such hedging may
not be successful and changes in interest rates may thus negatively affect Syngentas results.

Syngentas Share Price May Be Volatile and Subject to Sudden and Significant Drops

The trading price of Syngenta shares and ADRs has been, and could in the future continue to be, subject to significant fluctuations in response to variations in Syngentas financial performance, regulatory and
business conditions in its industry, general economic trends and other factors, some of which are unrelated to the operating performance of Syngenta.

If You Hold Syngenta ADRs It May Be More Difficult for You to Exercise Your Rights

The rights of holders of Syngenta ADRs are governed by the deposit agreement between Syngenta and The Bank of New York.

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These rights are different from those of holders of Syngenta shares, including with respect to the receipt of information, the receipt of dividends or other distributions, the exercise of voting rights and attending
shareholders meetings. As a result, it may be more difficult for you to exercise those rights.

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ITEM 4  INFORMATION ON THE COMPANY

History and Development of the Company

The Company

Syngenta AG was formed in November 1999 under the laws of Switzerland and became a public company in November 2000. Syngenta is domiciled in and governed by the laws of Switzerland. It has its registered office and
principal business office at Schwarzwaldallee 215, 4058 Basel, Switzerland. The telephone number of Syngenta is 41-61-323-1111. Syngentas registered agent for service of process in the United States is CT Corporation System. CT Corporation
Systems address is 111 Eighth Avenue, New York, NY 10011, United States.

Syngenta was created by Novartis AG and AstraZeneca PLC in November 2000 through an agreement to spin off and merge the Novartis crop protection and seeds business and the Zeneca agrochemicals business to create a
dedicated agribusiness company whose shares were then the subject of a global offering (the Transactions).

As at December 31, 2003, the company is listed on the Swiss Stock Exchange (SWX) under the symbol SYNN and the New York Stock Exchange under the symbol SYT. Syngenta de-listed its shares from the London Stock Exchange
and the Stockholm Stock Exchange as of December 30, 2003 due to the low level of trading on these exchanges. The shares were listed on these two stock exchanges at the time of Syngentas floatation to reflect the shareholder base of the two
legacy companies.

Prior to the Transactions, Novartis agribusiness was a leading supplier of crop protection products and seeds. Novartis agribusiness operated in more than 120 countries worldwide and employed approximately 15,500
permanent employees at the time of the Transactions. Novartis agribusiness had US$4,678 million in sales in 1999, making it the worlds second largest agribusiness company. Its parent company, Novartis AG, was created by the merger of Sandoz AG
(Sandoz) and Ciba-Geigy AG (Ciba-Geigy) in December 1996. Through this merger, Sandozs and Ciba-Geigys seed and crop protection businesses, which had existed since the 1930s, became Novartis agribusiness.
Novartis agribusiness subsequently enlarged its portfolio and geographic reach through acquisitions.

Zeneca agrochemicals business was one of the worlds leading suppliers of crop protection products in terms of sales prior to the Transactions. Its sales in 1999 totaled US$2,657 million. Zeneca agrochemicals
business operated in more than 120 countries worldwide and employed approximately 8,300 people at December 31, 1999. Zeneca agrochemicals business was demerged from ICI PLC in 1993, together with the pharmaceuticals and specialty chemicals
businesses. ICI had originally entered the agrochemicals market in the 1930s.

The Demergers and Combinations to Form Syngenta

The boards of directors of Novartis and AstraZeneca announced on December 2, 1999 that they had unanimously agreed to spin-off and merge Novartis agribusiness and Zeneca agrochemicals business. These transactions were
effected by means of the demerger of Novartis agribusiness and Zeneca agrochemicals business from the remaining businesses of Novartis and AstraZeneca respectively, and the combination of Novartis agribusiness and Zeneca agrochemicals business into
Syngenta, subject to the conditions and further terms described in this annual report below under Item 10  Additional Information  Material Contracts.

Regulatory Approval

The required waiting period for completion of the Transactions under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, ended on November 1, 2000. Novartis and AstraZeneca divested
certain businesses, principally acetochlor-based products which are sold under a number of trade names, including Surpass®, and the businesses associated with the strobilurin fungicide product line Flint®, which comprises the range of
products based on the chemical trifloxystrobin and includes the brands Flint®/Stratego®/Twist®/Sphere®/ Agora® and Rombus®. The FTC provisionally approved an Agreement Containing Consent Orders including these divestitures
and the Transactions as of November 1, 2000 and Syngenta was formed on November 13, 2000. The FTC gave final approval to the Agreement Containing Consent Orders as of December 22, 2000.

In addition, Novartis and AstraZeneca were required, prior to completing the Transactions, to obtain approval from the European Commission. Following discussions with the European Commission, Novartis and AstraZeneca
offered commitments to the European Commission to divest some businesses, principally businesses associated with the strobilurin fungicide product line Flint® and acetochlor-based product ranges which were also sold to obtain FTC approval. On
the

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basis of these commitments the European Commission approved the Transactions on July 26, 2000. The parties fulfilled their commitments in December 2001.

Possible Retroactive Tax Consequences of the Transactions for Syngenta

Switzerland

Under the terms of the Swiss tax rulings obtained by Novartis and granted by the Swiss Federal and certain Cantonal Tax Administrations, certain transactions in connection with the demergers and combinations qualified
as tax-privileged transactions under Swiss tax laws provided the transactions are effected in a manner consistent with the ruling.

Corporate Income and Real Estate Taxes

Novartis confirmed to the Swiss Federal and Cantonal Tax Administrations that the demerger of Novartis agribusiness was not being made with the intention to sell Novartis agribusiness to a third party, and that no plan
existed to concentrate the majority of the Syngenta shares in the hands of a single shareholder or related group of shareholders. If, however, such a concentration were to occur within five years from the date of the demerger, the Swiss Federal and
Cantonal Tax Administration might revoke the benefits of the tax privileged transactions and assess corporate income and real estate gains taxes on the excess of the fair market value over the tax value of the transferred Novartis agribusiness
determined as of the date of the transfer (real estate gains taxes would only be levied on real estate involved in the transaction). Furthermore, the transfers of real estate assets would be subject to real estate transfer taxes. Corporate and real
estate gains and additional real estate transfer taxes might also be due if Syngenta were to dispose of voting rights of certain Swiss subsidiary companies which were involved in tax-free transactions for Swiss corporate income, Swiss real estate
gains or transfer tax purposes in the course of the separation of Novartis agribusiness. Under the terms of the tax rulings, Syngenta would have to bear the corporate income and real estate gains taxes so assessed.

However, should the majority of Syngenta shares be transferred in the course of another tax privileged transaction (e.g., a merger) taking place within the five-year blocking period, the retroactive taxation would not
be triggered if certain conditions are fulfilled.

Stamp Duty

If a shareholder or a group of shareholders acting in concert were to acquire, directly or indirectly, more than one third of the voting rights of either Syngenta or a subsidiary of Syngenta which has been involved in
tax-free transactions for Swiss stamp duty purposes within five years of the completion of the Transactions, then Syngenta or such other subsidiary would have to pay Swiss stamp duty in the amount of 1% of the fair market value of the issued shares
as at the date of the completion of the Transactions. If, however, more than one third of the voting rights of such company were transferred in the course of another tax-privileged transaction (e.g., a merger) taking place within the five-year
blocking period, such retroactive taxation would not be triggered.

The possible adverse tax consequences to Syngenta described above may discourage future transactions involving a change in control of Syngenta.

Under the tax deed between Syngenta and Novartis, Syngenta has agreed with Novartis to be liable, subject to certain limitations, for the payment of all Swiss withholding or other Swiss taxes and duties arising out of
or that are connected to Novartis agribusiness whether such taxes become due prior to or after the completion of the Transactions.

United States

Under Section 355(e) of the United States Internal Revenue Code, Novartis may be held liable for United States federal income tax in respect of its distribution of Novartis Agribusiness Holding Inc. if shareholders of
Novartis failed to continue to own, indirectly through their ownership of Syngenta shares or ADRs, more than 50% of the stock of Novartis Agribusiness Holding Inc., and such failure is attributable to a plan found to exist as of the time of such
distribution.

In this regard, under the terms of the tax deed entered into between Syngenta and Novartis, Syngenta was prevented from substantially changing its shareholder base for at least two years after the completion of the
Transactions, which period ended in 2002. In the event that Syngenta did take any such actions, it would be required, under the terms of the tax deed with Novartis, to indemnify Novartis for any resulting tax liabilities incurred under United States
federal income tax law. This indemnity would cover, in particular, any United States federal income tax liability incurred by Novartis if

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such actions caused the demerger of the Novartis agribusiness to no longer be treated as a tax-free spin-off for United States federal income tax purposes.  See Item 10  Additional Information 
Material Contracts  The Separation Agreements  Tax Deed.

Investments

Investments

In 2003, Syngenta acquired additional shares in the publicly listed subsidiary Syngenta India Limited, increasing Syngentas shareholding to 84% from 51% at a cost of US$29 million. In another transaction,
Syngenta granted an exclusive, royalty-free perpetual license for certain intellectual property for use in the pharmaceutical field to Diversa Corporation in exchange for stock and warrants representing 14% and 3% respectively of Diversas then
outstanding stock pro forma for the equity issuances. Syngenta also entered into a minimum five year research collaboration agreement with Diversa as part of this transaction. In 2002 payment of US$120 million was made to obtain worldwide, exclusive
rights to the insecticide thiamethoxam. In 2001, the main investment made by Syngenta was the increase in equity in Tomono Agrica KK Ltd (Japan). In 1999 Novartis agribusiness increased its equity investment in Tomono Agrica to 50% and gained
management control. In September 2001 Syngenta bought a further 50% of Tomono Agricas shares, increasing its shareholding to 100%. No material equity acquisitions have been finalized in 2004 to date but investment has continued in
strengthening Syngentas germplasm and product rights portfolio, including the acquisition of corn germplasm, breeding materials and inbreds from the U.S. based company CHS Research. LLC, as announced on February 20, 2004.

Divestments

Novartis, AstraZeneca and
  Syngenta made several divestments in order to satisfy conditions imposed by
  the FTC and the European Commission in connection with the formation of Syngenta.
  The divestments completed in 2000 included the sale of acetochlor-based herbicide
  products to Dow AgroSciences LLC and the selling of the strobilurin fungicide
  product line Flint®to Bayer AG. The divestments completed in 2001 include the sales of the grass
  herbicide propaquiza-fop and the pyrethroid insecticide tau-fluvalinate to Makhteshim
  Agan Industries Ltd, the sale of Syngentas sulcotrione herbicide Mikado®in the European Economic Area to Bayer AG, the divestment of Syngentas
  global flutriafol fungicide business to Cheminova A/S and the divestment to
  Makhteshim Agan Ltd. of Syngentas former Novartis cereal fungicide product
  range in Denmark, Sweden and Finland. All divestments required to satisfy the
  conditions imposed by the FTC and the European Commission in connection with
  the formation of Syngenta were completed before the end of 2001 and there were
  no major business or product divestments in 2002 or 2003.

Syngentas Strategy

Syngentas goal is to create value for its shareholders by being the leading provider of innovative products and solutions to growers and the food and feed chain.

There are five principal components to Syngentas strategy to achieve this goal:

Capitalize on the Strengths of Syngentas Global Crop Protection and Seeds Businesses

One of Syngentas key strengths is its broad base of strong, profitable products in its two main divisions: crop protection and seeds. Syngenta builds on these strengths by continuing to manage crop protection and
seeds as independent divisions with strong management focus and accountability, while applying common systems and performance measures to achieve the transparency necessary to meet corporate expectations. Wherever appropriate Syngenta looks for
opportunities to capture synergies across these two divisions, primarily in research and development, manufacturing and marketing and support services.

Actively Manage the Product Portfolio, Focus on Growers Needs and the Demands of the Entire Feed and Food Chain, and Deliver Increasingly Tailored Local Solutions

Syngenta seeks to balance the global management of strong individual products and local customization to meet growers needs by:

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- Focusing on a core range
         of products tailored for local needs.
We direct our research
      and development activities principally to a core range of global products
      in an optimized array of formulations adapted to meet local needs, while rationalizing
            non-core products over time. This continues to drive sales while exploiting
            operational efficiencies.
- Meeting the demands
    of growers and the downstream food and feed chainGrowers need products that
    will help them meet the increasing demands for more affordable, healthier,
    higher quality foods and feeds. These range from generalized demands from
    consumers to specific demands from processors and retailers that appear as
    recommendations, lists and protocols for qualifying inputs. Accordingly, a
    key element of our strategy is to ensure that we fully understand the diverse
    needs and expectations of these customer segments which vary by region, crop
    and crop destination, and furthermore help meet these needs and expectations
    with practical, sustainable solutions. Syngenta intends to accomplish this
    by focusing its global marketing and distribution network to deliver the highest
    quality service and support and to build deep, lasting relationships with
    these customer segments. This understanding drives our development effort
    and research targeting.
- Providing tailored solutionsWe offer value-adding
    solutions tailored to local customer needs. Growers are increasingly requiring
    integrated solutions for their needs. They want a range of products and service
    offerings and combinations developed specifically for their crop and seed
    technology requirements. Accordingly, tailored solutions are often highly
    localized. These solutions include crop protection products, seeds, diagnostic
    testing, field services, performance assurances, information support and e-business
    tools. We believe we are positioned to be the leading supplier of these tailored
    solutions given our product breadth and marketing reach.
- Syngenta enjoys strong
    and long-standing relationships with its major channel partners in all territories
    worldwideTechnological,
    social and economic drivers are creating new distribution options and changing
    historic patterns of influence in the markets. Syngenta works closely with
    its channel partners to understand these influences. We will seek to develop
    our relationships in order to position Syngenta for these changes while pursuing
    a strategy of deepening our understanding of the needs of growers and the
    downstream food and feed chain.

Exploit Research and Development Opportunities That Have the Potential to Deliver Innovative Products and Solutions

Investment in technology and development capabilities is a critical part of Syngentas future growth. We believe that investments in these areas will add value to the crop protection and seeds businesses in the
form of new products and, in due course, lead to new business opportunities. In addition, our scale allows us to build and exploit a range of important platforms, and deliver greater product and solution benefits to growers and the entire food and
feed chain.

We aim to:

- Discover and bring to market new products with improved efficacy and safety profiles which contribute to the development of sustainable agriculture

> In the past decade there has been a paradigm shift in methodology for the generation of leads for new chemical products. The integration of genomics to identify targets and establish modes of action together with fast
>     high-throughput automated screens to detect leads has provided a powerful engine for lead discovery and optimization. Similarly, techniques such as toxicogenomics and environmental profiling are minimizing the attrition rate in the development
>     process.
>   We focus on improved ways
>     to direct our research towards areas of health and environmental safety. An
>     example of the success delivered by the process is given by AMISTAR®.
>     Based upon a benign profile the time from test tube to market for AMISTAR®
>     was seven years and it became the worlds largest-selling proprietary
>     fungicide three years after launch.

> 

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- Harness the full potential
    of our established products and technologies, including by extending their
    life cycles through research and development activities

> We believe that we possess
>     one of the broadest range of chemical crop protection products and technologies
>     in the industry. We plan to refresh and improve this range, in the form of
>     individual compounds and as innovative mixtures. We employ some of the best
>     scientists in chemistry, physiology, bioperformance enhancement and formulation
>     to achieve our objective. Attractive opportunities exist for combinations
>     of products to provide tailored crop solutions for the specific requirements
>     of growers. We believe that the integration of chemical and gene-based solutions
>     offers a particularly attractive opportunity for the future.

> In process chemistry, we are dedicated to improving existing manufacturing technologies and to innovating in technologies for key products in our existing range to ensure the optimal cost base.

- Continue to build strong germplasm in target seeds segments that will provide a delivery vehicle for emerging technologies and assistance to traditional breeding

> Advances in biotechnology have revolutionized progress in crop improvement. Marker-assisted breeding is powerful in trait selection for new varieties and also for significantly accelerating the breeding process.
>   Crop improvement programs represented in Syngentas current research projects are exemplified by:
>   Self-protection against pests and diseases (e.g., in insect-resistant corn and cotton, disease-resistant wheat and rice, herbicide tolerant corn)
>     Productivity improvements, higher and more reliable yields and improved crop composition (e.g., in high sugar concentrated sugar beet and high yield oilseed rape)
>     Agronomic benefits such as drought, heat and cold tolerance, and adaptation to saline conditions (e.g., winter hardiness of oilseed rape)
>     Improved safety and nutritional quality of animal feed (e.g., enhanced phosphorus nutrition)
>     Corn enhanced through biotechnology that expresses high levels of amylase for ethanol production (improved process efficiency will lead to substantial environmental benefits and production cost
>         savings)
>     Improved quality of food crops and better processing characteristics (e.g., improved wheat for breadmaking)
>     Dietary contributions
>           to health (e.g., high beta-carotene rice)We believe our skills and experience in health assessment, human safety and risk assessment are key to success. We believe that we are well positioned to lead the development of human nutrition through crops by
>   focusing upon the dietary component of health delivered through a food matrix.

- Capture value of innovation and technologies through an industry-leading patent portfolio and by the creation of new ventures

> Innovations based upon biochemical processes can enjoy broad utility outside the scope of a conventional agribusiness, or indeed in very different business areas. In the case of the former, Syngenta pursues growth
>     opportunities largely in-house. In the case of the latter, several of our developments can produce intellectual property of equal relevance to discovery programs in the pharmaceutical industry. We plan to continue to develop our outlicensing
>     business through broad exploitation of our intellectual property.

- Leverage our broad set of technology partners and internal business development functions to create new business opportunities

> Syngenta regards collaboration with external scientists as a critical competence. Syngenta has numerous collaborations with institutes and companies worldwide. We intend to use our external network to enrich in-house
>     programs in the quest for the next generation of technology.

> 

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- Biotechnology

> Syngenta believes it is one of very few global agribusiness companies that is well positioned to develop products based on biotechnology because of its multi-disciplinary understanding of the fundamental science
>     involved and global capability. It is Syngentas intention to devote an appropriate, sustained and competitive level of resources to pursuing the opportunities it believes biotechnology can deliver.
>   Syngenta believes that through plant biotechnology, it has the potential to bring considerable benefits to mankind in both developed and developing countries. Syngenta remains committed to the use of gene-based
>   technologies
> that are safe and effective. At the same time we recognize the current public concerns surrounding the use of bio-technology. These attitudes vary greatly from region to region. In North America and many emerging
>     markets, this technology has been generally accepted. However, in Europe, genetic modification as a route to novel foods and feed continues to be the subject of debate. Political parties, consumer groups, and some governments have expressed their
>     concerns in terms of food safety and environmental issues. Delays in the regulatory and political processes in the EU have meant a delay in product approvals, and although recent developments have indicated an unblocking of this process, significant
>     progress has yet to occur.
>   Syngenta is a major participant in the public debate. Syngentas activities have been conducted in conjunction with its local constituencies and through trade associations around the world. Syngentas
>   approach to its involvement in biotechnology has been one of openness and dissemination of information based upon:
> education through provision of information about plant science and genetics
> clear statements of the benefits of biotechnology in terms of cost and quality
> emphasis on consumer choiceSyngentas approach to innovation seeks to take into full consideration the range of public attitudes around the world. For instance in Europe, it will be important to focus on consumer benefits in order to foster
>     widespread confidence. In the developing world, the promise of biotechnology for food production and health improvement is considerable.  For example, Syngenta is contributing to the development of Golden Rice which produces
>     beta-carotene, a precursor of vitamin A, in partnership with the public sector. In many developing countries, vitamin A deficiency is a common cause of illness and is an important contributor to blindness, especially in children. As Syngentas
>     science develops, it will introduce techniques which mitigate perceived risks. For example, Syngenta has introduced a novel marker gene system called POSITECH as a new and efficient alternative to antibiotic resistance markers.
>   As the public becomes more informed about products with consumer benefits and about the use of science to explore and understand safety issues and risks, Syngenta believes that products created through biotechnology
>   will gain widespread public acceptance. However, public reaction to biotechnology continues to evolve and Syngenta cannot provide absolute assurance of how quickly such products will receive widespread support.

Realize the Savings from the Merger Synergy Program and Sustain Competitiveness and Operational Excellence Through the Operational Efficiency Program

At the time of the merger of Novartis agribusiness with Zeneca agrochemicals business, US$525 million of total cost savings were identified through the implementation of synergy programs at an estimated cost of US$900
million. This was increased in 2002 to forecast annualized cost savings of US$625 million at a projected total cash cost of around US$1 billion. The cumulative net cash cost to date related to the merger, integration and synergy program is around
US$821 million after sundry associated asset disposal proceeds. Since the start of the program, cumulative annual savings of US$559 million have been generated, including an additional US$197 million in 2003. It is now expected that the target
savings will be achieved in 2004, a year ahead of schedule. Synergy programs relate to the following three areas.

- Cost of goods sold: During 2003, we
achieved additional annual savings of US$94 million, to add to the US$60 million in 2002 and
the US$50 million achieved in 2001.

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- Selling, General and Administrative: Further annual savings of US$55 million were realized in 2003 in addition to the US$91 million in 2002 and the US$95 million in 2001.
- Research & Development: Additional annual savings of US$48 million were achieved in 2003, on top of the US$46 million in 2002 and US$20 million realized in 2001.

Since the merger, Syngenta has reduced the total number of its employees by some 3,600.

On February 11, 2004, Syngenta announced an operational efficiency program to sustain operational excellence and to deliver further annual cost savings of US$300 million per annum by 2008. This program will include the
relocation of assets to lower cost regions, a further reduction of the asset base, an increase in the globalization of purchasing and the outsourcing of some administrative processes. The total cash cost of the program
will be around US$500 million over five years and non-cash charges, principally writing-down the value of fixed assets, are expected to be around US$350 million. Specific announcements on the closure of two manufacturing sites, one in Switzerland
and one in the United States, and the rationalization of two further manufacturing sites were made on the same date. Production from these sites will be relocated and costs related to these site announcements had been included in the above totals.

Attract, Retain and Develop the Best-Qualified Employees in Our Industry

The crop protection and seeds businesses are complex with distinct geographical, product, crop, technology and customer drivers. Given this complexity, and our strategy, which requires a high degree of change, we need
to utilize fully the breadth and depth of our employees talent. To achieve this we have established clear and decisive management processes that include:

- Uniform, transparent, global reporting systems and clear decision-making processes for Syngenta managers;
- Clear personnel management processes that appropriately identify, recognize, develop and reward our best employees;
- Local empowerment of management with clear accountability and success criteria; and
- Performance-driven employee compensation.

Syngenta also operates a long-term equity-based incentive program as part of an effective and well-balanced executive remuneration structure. The remuneration structure is designed to ensure that we attract, retain and
motivate the key talent necessary to succeed in a competitive and international environment.

Business Overview

Industry Overview

The crop protection and seeds industries offer products that provide essential support to modern agriculture. Contributions from both industries have been fundamental to the agricultural productivity improvements that
have enabled food production to keep pace with population and economic growth.

Syngentas Business

Syngentas business divides generally into three segments: crop protection, seeds and plant science. These segments are described in greater detail below.

Crop Protection

Products

Syngenta has a broad product
  range, making Syngenta number one or two in all of its target segments, underpinned
  by strong worldwide market coverage. Syngenta focuses on all major crops, in
  particular corn, cereals, vegetables and rice, and applies its technologies
  to other crops, such as oilseeds, sugar beets, cotton, fruits and grapes, and
  to turf and ornamentals.

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Syngenta is active in herbicides,
  especially for corn, cereals and rice; fungicides mainly for cereals, fruits,
  grapes, rice and vegetables; insecticides for fruits, vegetables and cotton;
  and professional products, such as seed treatments, products for public health
  and products for turf and ornamentals. Herbicides are products that prevent
  or reduce weeds that compete with the crop for nutrients, light and water. Herbicides
  can be subdivided into (i) non-selective herbicides, which reduce or halt the
  growth of all vegetation with which they come in contact and (ii) selective
  herbicides which are crop-specific and control weeds without harming the crop.
  Fungicides are products that prevent and cure fungal plant diseases that affect
  crop yield and quality. Insecticides are products that control chewing pests
  such as caterpillars and sucking pests such as aphids, which reduce crop yields
  and quality. Professional products are herbicides, insecticides and
  fungicides used in markets beyond commercial agricultural, together with seeds
  treatments where insecticides and fungicides protect growth during the early
  stages.

The following table sets out 2003, 2002 and 2001 sales of our crop protection products:

|                        
|------------------------
|Syngenta
    Sales      
|                        
|Products                
|                        
|Selective herbicides    
|Non-selective herbicides
|Fungicides              
|Insecticides            
|Professional products   
|Others                  
|                        
|Total                   
|                        

The tables below show Syngentas principal products: (1) currently in development; (2) recently launched; and (3) key marketed. Products in development are those we are currently planning to bring to market.
  Recently launched products are those that we have introduced in the past five years.

|                            
|----------------------------
|Currently
    in Development
|                            
|Active Substance            
|                            
|Selective Herbicides        
|New herbicide 407           
|                            
|Fungicide                   
|New fungicide 446           

|                                               
|-----------------------------------------------
|Recently
      Launched Products (last 5 years)
|                                               
|Active
      Substance                         
|                                               
|Selective
      Herbicides                     
|Pyriftalid                                     
|Mesotrione(2)                                  
|                                               
|Trifloxysulfuron-sodium                        
|                                               
|                                               
|Fungicides                                     
|Picoxystrobin                                  
|Insecticides                                   
|Emamectin
      Benzoate                       
|Thiamethoxam                                   

|   
|---
|(1)
|   
|(2)

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|                              
|------------------------------
|                              
|                              
|Active
      Substance        
|                              
|Selective
      Herbicides    
|Atrazine                      
|                              
|Clodinafop                    
|                              
|Dicamba                       
|Dimethachlor                  
|Fluazifop-P-Butyl             
|                              
|Fomesafen                     
|Molinate                      
|Nicosulfuron                  
|Pretilachlor                  
|S-metolachlor                 
|                              
|Tralkoxydim                   
|Triasulfuron                  
|Non-Selective
      Herbicides
|Diamonium
      Glyphosate    
|Diquat                        
|Paraquat                      
|Fungicides                    
|Azoxystrobin                  
|Chlorothalonil                
|Cyproconazole                 
|Cyprodinil                    
|Difenoconazole                
|Fluazinam(7)                  
|Fludioxonil                   

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|                         
|-------------------------
|Key Marketed
    Products
|                         
|Active Substance         
|                         
|MEFENOXAM (3)           
|Propiconazole            
|                         
|Trinexapac-ethyl         
|Insecticides             
|Abamectin                
|Methidathion             
|Lambda-cyhalothrin       
|                         
|                         
|Lufenuron                
|                         
|Fosthiazate              
|Pymetrozine              
|Profenofos               
|Tefluthrin               

|   
|---
|(1)
|   
|(2)
|   
|(3)
|   
|(4)
|   
|(5)
|   
|(6)
|   
|(7)
|   
|(8)



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Selective Herbicides

We have a broad range of selective herbicides that control grasses and broad-leaved weeds and are applicable to most crops with a special emphasis on corn and cereals.

Product In Development

- 407, a new herbicide for the control of grasses in cereals (wheat and barley).

Recently Launched Products

- APIRO® was successfully launched in South Korea (2002) and Japan (2003). This family of products contains pyriftalid in combination with proprietary pretilachlor and other rice
herbicides.
- CALLISTO® was successfully launched in the United States, Germany, France, Italy, Spain, Austria, Holland and other countries. It has received registration in the United States under the reduced risk scheme
reflecting its favorable environmental and toxicological profile and was recognized as the most successful product launch in the market the year it was introduced by the American Agricultural Marketing Association. This is a post-emergence herbicide
with a very broad spectrum against key broad-leaved weeds in corn.
- LUMAX® and CAMIX® are combination products from the Callisto family containing mesotrione, S-metolachlor and atrazine (LUMAX®) or mesotrione and S-metolachlor (CAMIX®).
They are pre-emergence products for use in corn and provide broad spectrum weed control. Both products have received registrations in the United States and were successfully launched in the 2003 season.
- ENVOKE® and KRISMAT® have been launched in Brazil as new broad-spectrum herbicides in cotton and sugarcane against grasses, dicots and sedges. Syngenta has already received registrations for use
on sugarcane in Colombia and in several Central American countries (KRISMAT®) as well as for use on cotton in Brazil, Argentina and Australia (ENVOKE®). Registration in the United States was obtained in the third quarter of 2003 for
use on cotton, sugarcane and tomatoes.

Key Marketed Products

- AATREX® and GESAPRIM® act mainly against annual grasses and broad-leaved weeds. Although the active substance, atrazine, was introduced in 1957, and has been off patent for a number of years, it remains
an important product for broad-leaved weed control in corn. It is currently going through a re-registration process in major markets and has received favorable evaluation in the United States by the EPAs Scientific Advisory Panel. In the
European Union (EU) atrazine was not granted re-registration. In European markets Syngenta will extend the use of terbuthylazine which has already been safely used in Germany and Italy for several years.
- DUAL GOLD® and DUAL MAGNUM® are replacing our top-selling metolachlor products of the DUAL® family. These products contain S-metolachlor, which is used at a 35% to 40% lower rate than metolachlor.
This not only reduces the amount of product sprayed on fields, thus responding to the pesticide reduction goals established by many countries, but decreases the energy required to produce, transport and store the product, as well as decreasing total
packaging material. S-metolachlor is well tolerated and can be safely used on more than 70 different crops. It may also be used effectively in combination with triazine herbicides such as in BICEP MAGNUM®, GARDO® GOLD® or PRIMAGRAM®
GOLD®.
- MILAGRO® is distributed on behalf of Isihara Sangyo Kaisha Ltd. (ISK) and used post-emergence in corn against grass weeds. It completes the spectrum of our newly launched
CALLISTO®.
- TOPIK®, HORIZON®, CELIO® and DISCOVER® are grass herbicides. They provide the broadest spectrum of annual grass control currently available for wheat. To further increase crop safety in cereals
the active substance clodinafop is mixed with the safener cloquintocet, which selectively enhances the degradation of clodinafop in wheat but not in the grass weeds.
- BANVEL® is a herbicide that controls broad-leaved weeds in corn and small grain cereals and that is used also in turf and ornamentals, pastures and non-crop land. Dicamba has an excellent toxicological and
environmental pro-

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> file. Rights to sell the active substance dicamba in the United States and Canada were sold to BASF in 1996 pursuant to an FTC decision. Syngenta may still sell the active substance dicamba and established products
>     outside the United States and Canada and new products combining dicamba with other active substances worldwide.

- LOGRAN® or AMBER® is a post-emergence herbicide for use in small grain cereals that also can be used in transplanted rice. It controls major annual broad-leaved weeds and some grasses. Triasulfuron is
absorbed by leaves and roots. It is rapidly transported within the plant and acts by inhibiting biosynthesis of essential amino acids, hence stopping cell division and plant growth.
- FUSILADE® is one of the leading products for post-emergence control of grass weed. It is registered for use in over 60 crops with major outlets in cotton and soybeans in the United States and sugar beet and
oilseed rape in Europe. The selective action of FUSILADE® allows growers to target applications when grass weeds appear, allowing cost-effective weed control.
- FLEX® is a post-emergence selective herbicide for control of broad-leaved weeds in soybeans and drybeans, complementary to FUSILADE®.
- ACHIEVE® is a post-emergence selective herbicide which controls grass weeds in wheat and barley.
- RIFIT® is a pre-emergence grass killer for use in transplanted rice. In its safened form, under the trademark SOFIT®, it can also be used on wet sown rice.
- COLZOR
TRIO® is a broad-spectrum herbicide for use in oilseed rape.

Non-Selective Herbicides

Key Marketed Products

- GRAMOXONE® is our principal brand name for paraquat, a non-selective contact herbicide first introduced in 1962. Paraquat is one of the worlds largest selling herbicides. It has been a vital product in
the development of minimum tillage cropping systems, the adoption of which continues to increase because of benefits such as the reduction of soil erosion. GRAMOXONE® is registered in over 120 countries around the world. In 2003, Paraquat was
included in Annex I allowing for continued registration of Paraquat products in EU countries, while re-registration in Malaysia was refused.
- TOUCHDOWN®, a non-selective herbicide with systemic activity, is a premium product in the market for glyphosate-based products. The product has been enhanced by the launch of the IQ technology which
positions the product at the top end of glyphosate performance. Differentiated from other herbicides of its class by its speed of action and tolerance of heavy rain, TOUCHDOWN® is now registered in over 90 countries, including for use on
herbicide tolerant soybeans in the United States. New and improved formulations of Touchdown have been registered in the US including Touchdown IQ, Touchdown® CF and Touchdown Total.
- REGLONE®, a non-selective contact herbicide mainly used as a desiccant to allow easier harvesting and reduce drying costs.

Fungicides

Product In Development

- 446, a new fungicide for fruits and vegetables.

Recently Launched Product

- ACANTO , a new strobilurin fungicide for early treatment in wheat and barley, is sold in the United Kingdom, Germany, France, Ireland, Austria, Switzerland, Belgium and the Netherlands.

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Key Marketed Products

- AMISTAR®, a strobilurin fungicide introduced in 1997 and widely launched in 1998 and 1999, is the worlds best selling proprietary fungicide and our largest selling fungicide. It is registered for use
in over 60 countries and for over 60 crops. In Brazil, it is successfully being used to control Asian rust in soybeans in a mixture with Alto branded as Priori Xtra.
- BRAVO®, acquired in 1998, is a world-leading fungicide in terms of sales. With its multi-site mode of action, it is a good partner for AMISTAR® and is being increasingly integrated into disease control
programs which use both products.
- TILT®, originally licensed from Janssen, was introduced in 1980 and has developed into our most successful foliar fungicide for broad spectrum disease control in cereals, bananas, rice, corn, peanuts, sugar
beet, turf and other food and non-food crops. Propiconazole, its active substance, is systemic and provides a strong curative and protective activity against a wide range of plant pathogens including powdery mildews, rusts and other leaf spot
pathogens of cereals, bananas, rice, corn, peanuts, sugar beet, and turf. Pursuant to the commitments given to the European Commission, Syngenta has agreed to grant an exclusive right to Makhteshim Agan Industries Ltd. to use and sell its TILT®
250EC and TILT® 6.25GL formulations for use on cereals in Denmark, Finland and Sweden for the duration of their registrations.
- SCORE®, based on difenoconazole, is a systemic triazole fungicide with broad-spectrum activity against plant diseases, particularly leaf spots of pome fruit, vegetables, field crops and plantation crops.
Long-lasting protective and strong curative activity make it well suited for threshold based plant disease management whereby the plant is treated only when the development of the disease has passed a certain point. Target crop pathosystems include
Cercospora, Alternaria, Septoria and other leaf spots, powdery mildews and scabs in wheat, bananas, sugar beets, peanuts, potatoes, pome fruits, grapes, rice and vegetables.
- RIDOMIL GOLD® is based on MEFENOXAM(1), and acts against late blight and downy mildew diseases. It is applied to foliage or soil and is effective on potatoes, grapes, tobacco, vegetables, citrus,
soybeans, turf and ornamentals. It has been introduced in major markets and will continue to be introduced in additional countries.
- UNIX® is based on cyprodinil and is a powerful fungicide for use on cereals. It is used to control eyespot, powdery mildew and leaf spot diseases. Because it has a new mode of action, it is a particularly
effective solution where resistance to other fungicides has developed. CHORUS® and SWITCH® are cyprodinil-based formulations which are used on pome fruit (such as apples and pears) or on grapes and vegetables,
respectively.
- ALTO® contains the systemic fungicide cyproconazole with broad-spectrum activity, especially against rust and leaf spot in cereals, sugar beet and coffee. Pursuant to the commitments given to the European
Commission, Syngenta has granted an exclusive license to manufacture, use and sell cyproconazole directly in the European Economic Area to Bayer, under Bayers own trade name. Syngenta will be permitted to re-commence sales of cyproconazole
directly, under the ALTO® (or other) brand name, in 2005 at the latest.
- MODDUS® is based on trinexapac-ethyl, a plant growth regulator. In cereals it reduces growth so that treated plants stay shorter and have stronger stems, enhancing their ability to withstand storms and
remain upright until harvest. In sugarcane it is a yield enhancer and harvest management tool.
- SHIRLAN® is
a fungicide for control of potato blight and other diseases.

|   
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Insecticides

Recently Launched Products

- ACTARA® is highly active at low use rates against a broad spectrum of soil and sucking insects. It is highly systemic and well suited for application as a foliar spray, drench or drip irrigation. It is fast
acting, works equally well under dry and wet conditions and has a favorable safety and environmental profile. Its mode of action differs from that of older products, which makes it effective against insect strains that have developed resistance to
those products. It is being developed on a broad range of crops, including vegetables, potatoes, cotton, soybeans, rice, pome fruits, stone fruits (such as peaches or plums) and tobacco. Additional registrations in Italy, Portugal and Switzerland
were achieved in 2003.
- PROCLAIM® or AFFIRM® provides control of caterpillars on vegetables, cotton and fruits, combining a unique mode of action with extremely low use rates and is compatible with integrated pest management.
It has been launched in major markets such as Japan, Korea, the United States, Mexico and Australia and is under registration in many other countries.

Key Marketed Products

- KARATE®, the worlds leading agricultural pyrethroid brand, is our largest selling insecticide. A novel product branded KARATE® with ZEON® technology was launched in the United States in 1998
and registration approvals and launches in other major markets have continued apace. ZEON® technology offers performance benefits and enhanced user and environmental safety.
- VERTIMEC® or AGRIMEK® contains abamectin, which is produced by fermentation. This potent insecticide and acaricide is used at very low dose rates against mites, leafminers and some other insects in
fruits, vegetables, cotton and ornamentals. Abamectin rapidly penetrates the plants, and is a useful product for integrated pest management.
- CURACRON® offers good control of caterpillars. It is a broad-spectrum product, and because of its good penetration, sucking insects like mites and thrips are also well controlled. The main field of
application is in cotton, but it is also used in vegetables, soybeans and potatoes.
- SUPRACIDE® is used to control scale insects in fruits and nuts (e.g., citrus, olives, pome and stone fruits).
- MATCH® is an insect growth regulator that controls caterpillars in corn, potatoes, cotton, vegetables and fruits. It is a leading insecticide in terms of sales in its chemical class.
- FORCE® is the market leader in the corn soil insecticide sector. As the only stand-alone granular pyrethroid launched in this sector, it offers growers both highly effective control of a wide range of pests
and an alternative to the older products available in this sector.

Professional Products

Through professional products, Syngenta expands the use of its crop protection products into additional areas, such as seed treatment, turf, ornamentals and public health.

Recently Launched Products

- CRUISER® is a seed treatment brand (see below for description of seed treatment) for the insecticide thiamethoxam. It has systemic activity in a wide range of crops including cereals, cotton, soybeans,
canola, sugar beet, corn, sunflower and rice. Its properties are such that it provides a consistent performance under a wide range of growing conditions. Thiamethoxam acts against a wide range of early season sucking and chewing, leaf feeding and
soil-dwelling insects like aphids, trips, jassids, wireworms, flea beetles and leafminers.
- IMPASSE® is a new innovative technology which offers pre-construction termite control for new homes and buildings. The product was registered in the United States in October 2002 and the company launched the
IMPASSE® Termite System for the building industry in 2003.

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Key Marketed Products

Seed treatment

The use of seed treatment products is an effective, efficient, and targeted method to protect the seedling and the young plant against diseases and pests during the period when they are most vulnerable. Our broad range
of fungicides and insecticides allows us to provide a modern portfolio of safe and highly effective products. As seeds increase in value, seed protection becomes more important. The following are our key marketed products:

- DIVIDEND® is active against a broad range of diseases including bunts, smut and damping off on cereals, cotton, soybeans and oilseed rape. This product is highly systemic and provides a long lasting,
high-level effect. It is safe for the seed and the seedling and provides for a faster germination than other products in the market.
- APRON® XL is a MEFENOXAM(1)-based product used for the control of seed and soil-borne diseases caused by fungi such as Pythium, Phytophtora and downy mildews. It is used worldwide on a wide variety of
crops, including field, vegetable, oil and fiber crops. MEFENOXAM is also used as a mixing partner for seed protection at low use rates.
- MAXIM® or CELEST® is a contact fungicide with residual activity. Derived from a natural compound, the active substance fludioxonil combines crop tolerance with low use rates. Its spectrum of targets
include seed and soil-borne diseases like damping off, bunt, smut and leaf stripe on cereals. Used alone or in mixtures with other active substances, it is also effective on corn, rice, cotton, potatoes and peas.

Turf and ornamentals

We offer a range of specialized products for use in turf (golf courses and sports fields), ornamentals (cut flowers, bedding plants and nurseries), vegetation management (roads, railroads and rights-of-way) and for
home and garden use. The following are our major products:

- BARRICADE® is a leading pre-emergence grass and broad-leaved weed herbicide in turf.
- PRIMO MAXX® is a plant growth regulator for turf that increases stress tolerance and decreases clippings.
- AVID® is a leading acaricide in ornamentals against mites.
- HERITAGE® provides broad-spectrum disease control in turf. The major outlet is golf courses.
- DACONIL® is used on turf in the United States, often on golf courses, where it complements HERITAGE®.

Public health

We offer a range of products for use in controlling insect pests such as mosquitoes and termites:

- ICON® is used in public health outlets for control of malaria and other tropical diseases and nuisance pests, such as house flies and cockroaches. It was the first pyrethroid to be approved for malaria
control by the World Health Organization. In addition to being sprayed, it can be incorporated into bednets to offer added protection.

Principal Markets

The following table sets out sales for the years ended December 31, 2003, 2002 and 2001 of our crop protection products by region:

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|                   |                   
|------------------ | ------------------
|Syngenta
    Sales |                   
|                   |                   
|                   | 2003
(US$ million)
|                   |                   
|Europe & AME       | 2053              
|NAFTA              | 1853              
|Latin America      | 750               
|Asia Pacific       | 851               
|                   |                   
|Total              | 5,507             
|                   |                   

Syngenta sells its products in over 120 countries and has a strong presence in all regions.

Production

The manufacture of crop protection products can be divided into three phases:

- manufacture of the active substance
- formulation of products from these active substances into a form which optimizes the efficacy and safety of the product in the field
- packaging of the products to closely align them with local customer needs

Our major production sites for active ingredients are located in Switzerland, the United States, United Kingdom, China and India. While individual active substances are normally produced at one manufacturing site,
formulations are produced and packaged at several different strategically located plants, close to the principal markets in which those products are sold.  We operate major formulation and packing plants in Belgium, Brazil, China, Colombia, France,
India, South Korea, Switzerland, the United Kingdom and the United States.

We manage our supply chain globally and on a product-by-product basis, from raw materials through to delivery to the customer, in order to maximize both efficiency and responsiveness. We outsource the manufacture of a
wide range of raw materials, from commodities through fine chemicals to dedicated intermediates. Sourcing decisions are based on a combination of logistical, geographical and commercial factors. We have a strategy of maintaining, when available,
multiple sources of supply. Approximately one fifth of our supply chain materials purchasing spend is influenced by commodity price volatility, due to price dependence on gas and oil.

In connection with the merger between Novartis agribusiness and Zeneca agrochemicals business, significant cost savings were expected to be realized in global manufacturing and supply. Following a review we determined
that 15 of our 48 manufacturing sites and 5 of our 13 technology centers would be closed during the period 2001 to 2004. Activities at remaining sites would be realigned in the drive for cost base optimization. These actions are expected to achieve
annual fixed cost savings of around US$185 million by 2004 and reduce our fixed asset base by US$230 million (net of US$70 million to be invested). All 20 closure announcements have already been made. We are also implementing a program for reducing
variable costs, including purchasing, that will also benefit cost-of-goods-sold. Cumulative annual savings from these programs by the end of 2003 were US$204 million, of which US$94 million was achieved in 2003.

In addition, the operational efficiency program announced on February 11, 2004 includes further rationalization of production, including relocation to lower cost regions and further reductions to the asset base.
Specific announcements on the closure of two manufacturing sites, one in Switzerland and one in the USA and the rationalization of two further sites were made on the same date.

Marketing and Distribution

We have marketing organizations in all our major markets with dedicated sales forces that provide customer and technical service, product promotion and market support. Products are sold to the end user through
independent distributors and dealers, most of whom also handle other manufacturers products. Our products are normally sold through a two-step or three-step distribution chain. In the two-step chain we sell our products to cooperatives or
independent distributors, which then sell to the grower as the end user. In the three-step system, we sell to distributors or cooperative unions who act as wholesalers and sell the product to independent dealers or primary cooperatives before
on-selling to growers. We also sell directly to large growers in some countries.  Our marketing network enables us to launch our products quickly and effectively and to exploit our range of existing products. We focus on key crop opportunities in
each territory.

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In those countries where we do not have our own marketing organization, we market and distribute through other distribution channels. Generally, the marketing and distribution system in a country does not vary by
product.

Our marketing activities are directed towards the distributors, agricultural consultants and growers.  They consist of a broad range of advertising and promotional tools, such as meetings with growers and distributors,
field demonstrations, advertisements in specialized publications, direct marketing activities, or information via the Internet. We also are in constant contact with the food and feed chain to evaluate current and future needs and expectations.

A key element of our marketing is grower support and education.  This is particularly important with respect to small growers in developing countries. For many years, we have held numerous courses around the world for
growers as a result of which tens of thousands of people have been trained in the safe and sustainable use of crop protection products. We also train agricultural extension workers and distributors so that they can further disseminate good practice
and reach an even wider audience.

Research and Development

Syngenta has major research centers in Basel/Stein, Switzerland; Jealotts Hill, United Kingdom; and Research Triangle Park, North Carolina, United States. Syngentas research and development is focused on
effective and environmentally friendly grower solutions, including crop protection chemicals, seeds and novel traits through biotechnology. The total spent on research and development in crop protection was US$454 million in 2003, US$425 million in
2002 and US$458 million in 2001.

We are continuously improving the research process, building on well-established platforms in chemistry, biology and biotechnology. Syngentas investment in genomics underpins all of the product outputs, and the
increasing emphasis on integrated crop solutions is leading to converging research goals and programs across chemicals, seeds and traits. Novel tools, methods and information services allow us to evaluate a greater range of diverse chemicals more
quickly and efficiently than ever before. We use high throughput screening to test over two hundred thousand compounds each year using in-vivo test systems. Combinatorial chemistry and high-speed synthesis have been advanced in order to prepare a
sufficient number of compounds for these tests. A crucial feature is library design, a structured approach to combinatorial chemistry which ensures that the chemical entities possess properties which relate to the desired product profile. Compounds
showing promising activity are further characterized in screening systems consisting of a series of project-specific, customized greenhouse and growth-chamber tests, including indicator tests for environmental parameters (e.g., soil persistence,
leach-ability) and tests to provide early indications of safety issues for humans. Those compounds showing advantages in efficacy and safety over the best commercial standards are broadly evaluated in the field.

Once we select a compound for development, we test it worldwide on the most important crops under different climatic conditions and in varying soils. In parallel, an industrial scale manufacturing process is identified
and optimized, and appropriate formulations and packages are developed. The use of multidisciplinary research teams to refresh the existing product range is key to continued success in the face of competition, even after patent expiry.

We perform an extensive investigation of all safety aspects involving many tests to ensure the safety of our products. The human safety assessments address potential risks to both the users of the product and the
consumers of food and feed, while in environmental safety we seek assurance that the product will not adversely affect soil, water, air, flora and fauna.

In addition to our own research and development efforts, we have strengthened our business platform through targeted acquisitions. We have also entered into a number of research and development agreements around the
world for combinatorial chemical libraries, high throughput screening and follow-up of leads.

Environment

We designed our environmental management program with the aim of ensuring that our products and their manufacture pose minimal risks to the environment and humans. The crop protection industry is subject to
environmental risks in three main areas: manufacturing, distribution and use of product. We aim to minimize or eliminate environmental risks by using appropriate equipment, adopting best industry practice and providing grower training
and education.

The entire chain of business activities, from research and development to end use, operates according to the principles of product stewardship. We are strongly committed to the responsible and ethical management of our
products from invention through ultimate use. We employ environmental scientists around the world who study all aspects of a products environmental behaviour.

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Specially designed transportation and storage containers are used for the distribution of hazardous products and efficient inventory control procedures minimize the creation of obsolete stocks.

Regarding risks relating to the use of our products, we have developed a rigorous screening and development process. All active substances and products must meet both our internal standards and regulatory requirements.

We provide support to growers on a local level such as training in application techniques and assistance in calibrating spray equipment in order to promote safe handling of our products. We extend product stewardship
long after sales in several ways, for example, by collecting and safely destroying outdated products, and providing returnable containers to reduce waste.

Crop protection products are subject to rigorous registration procedures, which are aimed at ensuring safe product usage in the field. In addition to complying with these regulatory requirements, we have adopted our
own Health, Safety and Environment (HSE) management system. This provides a clear framework of management processes applicable at all sites, whatever the regulatory requirements in the country in which the site is situated. This HSE
system is consistent with international HSE management standards, such as ISO 14001, and is capable of external verification.

In 2001 the Syngenta Executive Committee and Board adopted our HSE Policy and Commitments. The Policy outlines the HSE issues that Syngenta addresses and the Commitments detail the actions we take. To ensure that the
Policy is complied with, all operating units are audited on a regular basis. Teams made up of internal experts and outside consultants carry out these audits.

We maintain a register of sites to identify manufacturing and distribution sites and locations that may have been contaminated in the past. The register is the basis for the allocation of appropriate provisions and
action programs regarding measures to be taken. A risk portfolio is prepared for each site and reviewed annually. The risk portfolio is also applied to third-party manufacturers in order to identify and exclude poorly performing companies.

See Note 29 to Syngentas consolidated financial statements for a further discussion of environmental matters.

Intellectual Property

We protect our investment in research and development, manufacturing and marketing through patents, design rights and trademarks. In addition to patent protection for a specific active substance, patent protection may
be obtained for processes of manufacture, formulations, assays, mixtures, and intermediates. These patent applications may be filed to cover continuing research throughout the life of a product and may remain in force after the expiry of a
products per se patents in order to provide ongoing protection. The territorial cover of patent filings and the scope of protection obtained varies depending on the circumstances and the country concerned.

Patents relating to gene-based crop protection and enhancement may cover transgenic plants and seeds gene effects, genetic constructs and individual components thereof and enabling technology for producing transgenic
plants and seeds.

Trademark protection may be obtained to cover a trademark for a specific active substance and there may be more than one trademark covering the same active substance. Other trademarks may cover formulations, mixtures,
intermediates and a variety of ancillary services. The trademarks may remain in force after the expiry of a products patents in order to provide ongoing protection. The territorial cover of trademark filings and the scope of protection
obtained varies depending on the circumstances and the country concerned.

Registration and re-registration procedures apply in all major markets.

Products must obtain governmental regulatory approval prior to marketing. The regulatory framework for crop protection products is designed to ensure the protection of the consumer, the grower and the environment.

Most of our principal markets have regular re-registration procedures for crop protection products. Within certain time periods a products technical dossier is reviewed with the goal of ensuring that it adheres
to all standards, which may have changed or been added to since the product was initially registered. The standards and requested trial protocols change over time. Re-registration of a product or compound may not be granted if the registration
package fails to meet the then-current requirements.

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We enforce our intellectual property rights, through litigation if necessary.

Competitive Environment

The leading companies in the crop protection industry are mainly units of dedicated agribusinesses or large chemical companies based in Western Europe and North America. Companies compete on the basis of strength and
breadth of product range, product development and differentiation, geographical coverage, price and customer service.  Market pressures and the need to achieve a high level of research and development capability, particularly with the advent of
biotechnology, have led to consolidation in the industry. The top six such companies account for more than 75% of the worldwide market. Syngentas key competitors include BASF, Bayer, Dow, DuPont and Monsanto. In many countries, generic
producers of off-patent compounds are additional competitors to the research-based companies in the commodity segment of the market.

Seeds

Products

We develop, produce and market seeds and plants that have been developed using advanced genetics and related technologies. We sell our products in all major markets.

Our seed portfolio is one of the broadest in the industry, offering over 3,000 varieties and 33 species. We have a leading market share in vegetables, flowers, corn, sugar beet and oilseeds combined based on sales.
Seed products are derived from a germplasm pool and developed further utilizing sophisticated plant-breeding methods. We divide our products into field crops such as corn, soybeans, oilseeds and sugar beet, and horticultural crops, which consist of
flowers and vegetables. Below are tables showing products in development and recently launched products. Products in development are those that we are planning to bring to market. Recently launched products are those that we have introduced in the
past two years. These lists are not comprehensive, but provide an indication of the large number of products in our range.

Syngentas Plant Science division, described in more detail in the next section, develops most of the transgenic products using genetic modification rather than traditional breeding trait products in-house. Other
trait products are licensed-in from other biotechnology companies.

|                                     
|-------------------------------------
|Products
    in Development          
|                                     
|Crop Species                         
|                                     
|Field Crops                          
|Corn                                 
|                                     
|                                     
|Sunflowers                           
|Sugar beet                           
|Vegetables and Flowers               
|Tomatoes, lettuce, melons and peppers
|Kumato tomato                       
|Pansy                                
|                                     

|                              
|------------------------------
|Recently
    Launched Products
|                              
|Product                       
|                              
|Field Crops                   
|NK® brand N46-J7              
|NK® brand S28-L9              
|Colossus                      
|UNIPEL                       
|NK® brand Tecny               
|NK® brand Sanay               

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|                                     
|-------------------------------------
|Recently
    Launched Products       
|                                     
|Product                              
|                                     
|Vegetables and Flowers               
|S&G® COLOSSUS                       
|S&G® TYRES®                         
|                                     
|Rogers® Sebring                      
|                                     
|Dulcinea brand PureHeart Watermelon
|                                     

Products in Development

We seek to produce improved hybrid and varietal seeds to meet the varying circumstances and demands of our customers. We are currently concentrating on further improvement of traits advantageous to the grower, i.e.
input traits, such as resistance to viruses and insects and greater yield. In the future, we will be seeking to develop seeds with improved traits advantageous to the consumer and the food chain, i.e. output traits such as improved digestibility and
net protein utilization for crops used for animal feed, oilseeds that produce higher quantities or healthier oils and vegetables with improved flavor, texture and appeal.

Recently Launched Products

The following recently launched products illustrate our capability as a technology integrator and our commitment to the food chain:

- 2003 saw the landmark introduction of the hybrid barley  Colossus, marketed in the UK as part of the Hybrid Barley System, a program with selected Crop Protection products and agronomic advice to help
growers achieve the maximum potential available.
- The NewProduce Network is a venture in the United States with participants from throughout the produce supply chain aimed at growing and distributing an assortment of premium produce products. In 2002
NewProduce Network launched its first commercial product, the personal size PureHeart watermelon. In that year over 90,000 cartons of PureHeart melons were shipped to various retailers in several western United States. In 2003,
500,000 cases were shipped throughout the United States. Due to its success in the United States, the personal watermelon has been launched in Australia and test marketed in selected European markets. In 2003, Bella Heart, a new aromatic
melon, with a mellow, sweet flavor was successfully introduced and will be added to the NewProduce Network product line-up in 2004. Additional test marketing of other items is being planned. NewProduce Network products have been
developed via conventional breeding.

Key Marketed Products

Field Crops

- Corn. We offer NK®brand corn hybrids in a full range of maturities. These hybrids are characterized by
their high yield potential, uniformity and vigor.
- In addition to a large range of conventional corn hybrids, we offer genetically enhanced Bt corn products, known as NK®brand YIELDGARD®hybrids which have built-in insect protection. (YIELDGARD®is a registered trademark of Monsanto Company).
- Sugar beet. HILLESHÖG®brand sugar beet seeds are bred to develop high yielding varieties with good
disease tolerance, high sugar content, low soil tare and improved juice purity.
- Oilseeds. We offer NK® brand
  sunflowers, soybeans and oilseed rape. Our sunflower seed varieties are bred for
  high yield as well as disease resistance. Syngentas soybean varieties combine high yield and genetic superiority and, in some cases, herbicide tolerance,
  which gives growers flexibility in their weed control. The companys oilseed
  rape varieties offer good oil production and plant health.

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- Cereals.
    NK® NewFarm Crops and Benoist offer cereals germplasm for multiplication.

Vegetables and Flowers

- Vegetables. Under the S&G®and
          ROGERS®brand
          names, Syngenta offers a full range of vegetable seeds, including cauliflower,
          sweet corn, beans, peas, tomatoes, peppers, cucumbers, watermelons, oriental
          radish, cabbage, squash and melons. We breed resilient varieties with high
          yield potential, that can resist and tolerate pests and diseases. We develop
          genetics that address the needs of consumers and distributors as well as
          processors and commercial growers. In 2003 we launched 150 new varieties
          into the high value European market, including 25
  new pepper varieties and 39 new fresh market tomato varieties.
- Flowers.  Under the S&G®brand name, we develop flower seeds, plugs and vegetative multiplication material (such as cuttings) which we sell to commercial growers of horticultural crops. We focus on breeding innovative flower varieties. Our range includes
popular bedding plants such as begonia and petunia; houseplants, such as cyclamen and poinsettia; cuttings for the growing market of hanging baskets such as geranium and verbena; and a wide range of attractive perennials.

Principal Markets

The following table sets out 2003, 2002 and 2001 sales of our seed products by region:

|                   |                   
|------------------ | ------------------
|Syngenta
    Seeds |                   
|                   |                   
|                   | 2003
(US$
million)
|                   |                   
|Europe & AME       | 538               
|NAFTA              | 394               
|Latin America      | 79                
|Asia Pacific       | 60                
|                   |                   
|Total              | 1,071             
|                   |                   

Production

Independent contract growers tend and harvest our seed near Syngenta facilities throughout the world. After the harvest, the raw seed is sent to our processing facilities, where it is cleaned, calibrated, treated and
packaged. The largest facilities are located in Argentina, Brazil, Canada, France, Hungary, Italy, the Netherlands, Spain, Sweden and the United States. For large seed products, seed production tends to occur as close to the intended markets as
possible, in order to achieve cost effectiveness and match the seeds with the growing conditions that are optimal for the variety. This also eases logistics for seed products that require secure storage and timely delivery for the use season.

Due to our global presence, we can engage in seed production year-round and reduce the weather-related seed production risk. In addition, because our facilities are located in both the Northern and Southern
hemispheres, we can shorten the time from breeder seed to commercial production so that we can produce marketable quantities more quickly than if we were dependent on only one growing season.

Marketing and Distribution

Our products are marketed throughout the world through well-known brands, some of which have been established for over 100 years. Our flagship brands are NK®, HILLESHÖG®, S&G® and ROGERS®. The
NK® brand is used for corn, soybean, sunflowers and oilseed rape, and several other specialty crops. The HILLESHÖG® brand is used in sugar beets and appears in every major market in Europe, Japan and the United States. The S&G®
brand is a leading brand for vegetables in Europe, Africa and Asia Pacific, and is also known throughout the world for flower seeds cuttings and young plants. The ROGERS® brand is well known in the Americas to growers and the food-processing
industry for vegetable seeds. Our sales force markets the majority of our brands, to customers directly, in partnership with distributors, or through a network of dealers.

Seed and crop protection products have traditionally been marketed separately. However, to provide integrated crop solutions and services, our seeds business is increasingly working together with our crop protection
business to develop joint marketing approaches and initiatives. The objective has been to combine and capitalize on the strength of each segment to maximize their competitive advantages. This strategy is primarily focused on corn, soybeans,
vegetables,

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cereals and rice which, collectively, represent more than half of our crop protection and seed products combined sales. Where beneficial, crop protection and seed sales forces coordinate customer approaches and jointly
promote products offering crop solutions that include broad product combinations and services.

Research and Development

We operate 72 breeding and germplasm enhancement centers, that focus on advancing the performance, stability and quality of seed varieties for more than 17 food crops. Because our customers need locally adapted crop
varieties, and in order to satisfy local concerns, our centers are located around the world. At these centers, nearly one thousand permanent employees focus research efforts on creating new varieties with greater productivity, tolerance to pests and
other environmental stresses, and better quality characteristics such as nutritional composition, safety, consumer appeal and shelf life.

We operate biotechnology and seed research technology sites in Brazil, France, the Netherlands, Sweden and the United States. At these sites, we apply advanced marker-assisted breeding, and seed processing, pelleting,
coating and upgrading technologies to seed products. Total research and development spending was US$127 million in 2003, US$119 million in 2002 and US$112 million in 2001.

We expect that end users such as livestock feeders, grain processors, food processors and other partners in the food chain will continue to demand specific qualities in the crops they use as inputs. We have entered
into a number of targeted alliances with other enterprises in order to broaden further our germplasm base and create more valuable products. None of these alliances are currently material to our business, and it is difficult to predict which of
these alliances is most likely to produce a successful product in the future. In most cases, royalties are payable upon commercial exploitation. The list below is a sample of the alliances in which we are currently engaged:

- Secobra Recherche SA, a minority shareholding in a malting barley research consortium with major malting and brewing interests. The shareholders have mutual rights of first refusal for technology and new
varieties.
- Maisadour Semences, a minority shareholding in a corn and sunflower seed company in France.
- In addition, we have entered into a number of research and development agreements with companies and academic institutions around the world, including agreements with:

> Wageningen Agricultural University, for GIS technologies for Europe.

Competitive Environment

The main competitive factor in the seeds industry remains the quality of the seed and plant germplasm. Historically, competition in the seeds industry has been fragmented, with small producers competing in local
markets. More recently, however, technological advances requiring higher research and development spending, along with price competition brought about by oversupply, have forced new alliances and created greater competition in product development,
marketing and pricing. This environment favors the companies that have a biotechnological platform and the competition is increasingly differentiated on this basis. At present, Syngentas leading competitors in terms of sales in the seed market
are: Advanta, Bayer, Dow (Mycogen), KWS, Limagrain, Monsanto, Pioneer/DuPont, Sakata, Seminis and Takii.

Intellectual Property

We maintain the ownership of, and control the use of, our inbreds and varieties by means of intellectual property rights, including, but not limited to, the use of patents, trademarks, limited licenses, trade secrets,
plant variety protection certificates and language placed on packaging. The level of protection varies from country to country according to local laws and international agreements. We do not expect that the expiration of patents in the near future
will have a material impact on our sales.

In the United States, conventional seed is not subject to regulation. Genetically modified crops are regulated by the United States Department of Agriculture, the Environmental Protection Agency and the Food and Drug
Administration.

In the EU, new varieties of vegetable and agricultural (field crop) species, whether transgenic or not, must be registered on an Official List before they may be commercialised. Such varieties are subjected to field
tests at an official examining institute and must be distinct from other known varieties, as well as be sufficiently uniform and stable. New agricultural

30

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plan varieties are additionally subjected to tests for agronomic or agricultural value. The agronomic value of the new variety must be better than that of the existing varieties.

With respect to genetically modified crops, the EU has adopted legislation specific to genetically modified organisms, including Directive 2001/18/EEC on the deliberate release of genetically modified organisms, and
Regulation (EC) No. 258/97, which addresses food safety.

The International Seed Testing Association has established standards for seed purity, which are required to be met by all seed certified for trade between countries of the Organisation for Economic Cooperation and
Development (OECD). There are different categories of seed (basic seed, certified seed, standard seed), which have their own minimum standards. In addition, there are minimum national standards.

Plant Science

From improved food, to more efficient fiber and pollution-reducing animal feed, biotechnology holds enormous promise for humanity. While they have had a significant impact on agriculture, the biotechnology products
introduced to date only hint at the benefits that are possible for growers and consumers alike. With its strong research capabilities, intellectual property and leadership across multiple areas of agribusiness, we believe Syngenta is well positioned
to realize the potential of this science.

The Plant Science business is built around a core of independent business teams with responsibilities for specific crops or other areas of emphasis. The mission of Plant Science is to capitalize upon the companys
considerable strengths and marshal the resources needed to take Syngenta to the forefront of commercial biotechnology in the next decade.

Plant Science directs early stage research and technology expenditure as well as expenditure for development and marketing activities to create new business opportunities. This sharp focus will allow Syngenta to
identify the best new ideas in biotechnology and let both strong science and good business judgment drive its investment choices.

Products in Development

To date, Plant Science generates no income through product sales. We expect future income to arise from new product development, licensing and other arrangements. To drive near term success, Plant Science has put
emphasis on the commercialization of close-to-market projects that are aligned with the strengths of the Syngenta Crop Protection and Seeds businesses. For the longer term, Syngenta is exploring opportunities in emerging areas of biotechnology such
as industrial applications and plant made pharmaceuticals. The latter has the potential to make the next generation of medicines more readily available to patients. Some of the Plant Science projects described here are within five years of
commercial launch.

31

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|                              
|------------------------------
|Sectors                       
|                              
|Agronomic
      Traits        
|Corn                          
|                              
|                              
|                              
|Cotton                        
|                              
|Cereals                       
|                              
|Feed and
      Crop Processing
|Feed processing               
|                              
|Crop processing               
|Whole
      Foods             
|Banana                        
|                              
|Rice                          
|                              
|                              
|Tomatoes                      
|                              

Research and Development

Syngenta maintains two advanced centers for biotechnology research, Jealotts Hill in the UK and Syngenta Biotechnology, Inc. (SBI) in the United States. These sites are dedicated to research in agricultural
genomics and biotechnology. In-house work is complemented and strengthened through numerous alliances and collaborations. In February 2003, Syngenta and Diversa Corporation formed a broad collaboration to establish a shared biotechnology research
platform for new plant science applications and enzyme discovery, as well as for selected antibody generation and other bio-pharma product development. Pursuant to the collaboration, in February 2003, Diversa acquired certain technology rights from
Syngenta for pharmaceutical applications and in exchange, Syngenta  received an increased equity stake in Diversa. Syngenta relocated its plant genomics programs, including its pioneering work with the rice genome, from its Torrey Mesa Research
Institute (TMRI) in San Diego, California to SBI in Research Triangle Park, North Carolina. As part of the transaction, the research center at TMRI was closed in 2003.

In addition to Diversa, examples of other Syngenta external alliances include:

- Verdia (formerly Maxygen) Inc: collaboration relating to gene optimization to provide improved insect, disease and herbicide resistance of oilseeds, vegetables and cereal crops.
- SemBioSys: provided Syngenta with access to oilbody technology that is useful across a number of future products in biopharma.
- University of North Carolina at Chapel Hill: studies on disease resistance mechanisms in plants.

The following are key capabilities in developing transgenic crops:

- Ability to find useful genes: Syngenta is capitalizing on its pioneering work in mapping the rice genome and also accessing external sources through its collaborations with various university labs around the
world and through its Diversa strategic alliance.
- Plant transformation: This is the process of introducing new genes into the existing genetic constitution of plants. Pioneering work in this area is done in Syngentas research centers at SBI and
Jeallots Hill.

32

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- Use of marker genes: There has been significant public and regulatory debate over the use of microbial antibiotic resistance as a marker technology. Syngenta has developed and patented an alternative sugar based
system trademarked Positech that is widely used by researchers.
- Trait expression: This is the process of switching on and off genes or regulating them to various levels of expression in different tissues. This is achieved through specialized promoter DNA sequences.
Syngentas work with the rice genome has resulted in the discovery and patenting of a wide range of promoters.

All biotechnology products are subject to intense regulatory scrutiny. An extensive Syngenta network of regulatory specialists around the world ensures continued dialogue and compliance with the authorities regarding
regulatory dossier submissions, insect resistance management programs and participation in further development of the biotech regulatory framework.

Total research and development spending for Plant Science was US$146 million in 2003, US$153 million in 2002 and US$153 million in 2001.

Principal Markets

The market environment for products enhanced through biotechnology is complex. In the Americas, Australia and Asia, benefits such as better protection from pests and improved farming efficiency have been realized and
the technology widely accepted. Although there has been progress recently in the European market, consumer opinion is mixed and the regulatory framework remains stalled.

Competition

The major investors in biotechnology are the main crop protection and seed companies: Monsanto, DuPont/Pioneer, Syngenta, Bayer and Dow. The majority of the transgenic products commercialized to date are traits that
improve performance and farming efficiency in major world crops such as corn, soya, cotton and canola (input traits). As a result, access to germplasm as a platform for trait commercialization is a key competitive advantage. In the future, we expect
that increased emphasis will be placed on developing products that provide benefits to food and feed processors, retail trade and consumers (output traits). One future competitive advantage is expected to be the ability to develop partnerships to
allow delivery of biotechnology traits to the target market sectors. In the future, Syngentas move into new markets may result in other companies becoming competitors. In the animal feed market, for example, major companies include Danisco
Animal Nutrition, Roche and Novozymes.

Intellectual Property

Intellectual property laws protect products developed through biotechnology in the countries in which they are made and marketed. Syngenta takes advantage of the full spectrum of intellectual property laws, including
utility patents, plant variety protection certificates, plant breeders rights, plant patents, trade secrets, and trademarks. The level and type of protection varies from country to country according to local laws and international agreements.
Syngenta has one of the broadest patent and trademark portfolios in the industry. In addition to income from development and commercialization of transgenic products, income is generated from licensing arrangements. Syngenta respects the
intellectual property rights of others and will defend its intellectual property rights as necessary.

Government Regulation

The field-testing, production, import, marketing and use of our products are subject to extensive regulation and numerous government approvals.

Registration and re-registration procedures apply in all major markets.

Products must obtain governmental regulatory approval prior to marketing. The regulatory framework for such products is designed to ensure the protection of the consumer, the grower and the environment. Examples of the
regulatory bodies governing the science include the United States Environmental Protection Agency and the US Food and Drug Administration.

Regulatory bodies can require ongoing review of products derived from biotechnology based upon many factors including the need for insect resistance management. Even after approval, products can be reviewed with the
goal of ensuring that

33

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they continue to adhere to all standards, which may have changed or been added to since the product was initially approved. This type of ongoing review applies in most major markets.

Government regulations, regulatory systems, and the politics which influence them vary widely among jurisdictions. Obtaining necessary regulatory approval is time consuming and costly, and there can be no guarantee of
the timing or success in obtaining approvals.

Organizational Structure

Please refer to Note 32 to the consolidated financial statements for a description of the significant legal entities comprising the Syngenta group.

Property, Plants and Equipment

Our principal executive offices are located in Basel, Switzerland. Our businesses operate through a number of offices, research facilities and production sites.

The following is a summary of our principal properties:

|                                           
|-------------------------------------------
|Locations                                  
|                                           
|Rosental, Basel, Switzerland               
|Dielsdorf, Switzerland                     
|                                           
|                                           
|Greensboro, North Carolina, USA            
|                                           
|St. Gabriel, Louisiana, USA                
|Jealotts Hill, Berkshire, UK              
|Bayport, Texas, USA                        
|Monthey, Switzerland                       
|Huddersfield, West Yorkshire, UK           
|Cold Creek, Texas, USA                     
|Goa, India                                 
|Grangemouth, Falkirk, UK                   
|Landskrona, Sweden                         
|                                           
|Greens Bayou, Texas, USA                   
|Enkhuizen, The Netherlands                 
|Stein, Switzerland                         
|Research Triangle Park, North Carolina, USA
|Aigues-Vives, France                       
|Nérac, France                              
|Saint-Sauveur, France                      
|Nantong, China                             
|Münchwilen, Switzerland                    
|Grimsby, UK                                
|Kaisten, Switzerland                       

|   
|---
|(1)
|   
|(2)
|   
|(3)
|   
|(4)
|   
|(5)

Please also see Item 4 Information on the Company  Business Overview for
    a description of the products produced at the various properties listed above.

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ITEM 5  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Foreword

The following discussion includes forward-looking statements subject to risks and uncertainty. See cautionary statement concerning forward-looking statements in the introduction to this document. This
discussion also includes non-GAAP financial data in addition to GAAP results. See Appendix A to the Management Discussion and Analysis and Note 2 to the financial highlights for a reconciliation of this data and explanation of the reasons for
presenting such data.

Constant Exchange Rates

We compare results from one period to another period in this report using variances calculated at constant exchange rates (CER). To present that information, current period results for entities reporting in currencies
other than U.S. dollars are converted into U.S. dollars at the prior periods exchange rates, rather than the exchange rates for this year. An example of this calculation is included in Appendix A of this section. We present this CER
information in order to assess how our underlying business performed before taking into account currency exchange fluctuations. We also present our actual reported results in order to provide the most directly comparable data under GAAP.

Overview

Syngenta is a world leading agribusiness operating in the Crop Protection and Seeds businesses.  Crop Protection chemicals include herbicides, insecticides and fungicides to control weeds, insect pests and diseases in
crops, and are essential inputs enabling growers around the world to improve agricultural productivity and food quality. Many of these products also have application in the professional products sector in areas such as public health, seed treatment
and turf and ornamental markets. The Seeds business operates in two high value commercial sectors: seeds for field crops including corn, oilseeds and sugar beet; and vegetable and flower seeds. Syngenta is also developing a Plant Science business
applying biotechnology to improve growers yield and food quality. Syngenta aims to be the partner of choice for Syngentas grower customers with its unparalleled product offer and innovative marketing, creating value for customers and
shareholders.

Syngentas results are affected, both positively and negatively, by, among other factors: general economic conditions; weather conditions (which can influence the demand for certain products over the course of a
season); commodity crop prices and exchange rate fluctuations. Government measures, such as subsidies or rules regulating the areas allowed to be planted with certain crops, also can have an impact on Syngentas industry. Syngentas
results are also increasingly affected by the growing importance of biotechnology to agriculture and the use of genetically modified crops.

Syngenta operates globally to exploit its technology and marketing base. Syngentas largest markets are Europe, Africa and the Middle East (EAME), and NAFTA, which represented 39% and 34% respectively of
consolidated sales in 2003 (2002: 38% and 36%, 2001: 36% and 36%). Both sales and operating profit are seasonal and are weighted towards the first half of the calendar year, which largely reflects the northern hemisphere planting and growing cycle.

Manufacturing research and development are largely based in Switzerland, the United Kingdom and the United States of America (United States).

The consolidated financial statements are presented in U.S. dollars, as this is the major currency in which revenues are denominated. However, significant, but differing proportions of our revenues, costs, assets and
liabilities are denominated in currencies other than U.S. dollars. Approximately 26% of sales in 2003 were denominated in euros, while a significant proportion of costs for research and development, administration, general overhead and manufacturing
are denominated in Swiss francs and British pounds sterling. Sales in Swiss francs and British pounds sterling together make up around 5% of total sales. Marketing and distribution costs are more closely linked to the currency split of the sales. As
a result, operating profit in U.S. dollars can be significantly affected by movements in exchange rates, in particular movements of the Swiss franc, British pound sterling and the euro relative to the U.S. dollar, and the relative impact on
operating profit may differ to that on sales. The effects of currency fluctuations have been reduced by risk management activities such as hedging.

The consolidated financial statements are based upon Syngentas accounting policies and, where necessary, the results of management estimations. Syngenta believes that the critical accounting policies and
estimations underpinning the financial statements are, (i) adjustments for doubtful receivables, (ii) environmental provisions, (iii) impairment and (iv) defined benefit pensions. These policies are described in more detail later in this report.

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Results of operations for the years 2001 and 2002 reflect the impact of low crop commodity prices and difficult agricultural market conditions, which persisted into 2003. In the second half of 2003 there were some
signs of stabilization in the crop protection market.

Sales by region were as follows:

|                               |                            
|------------------------------ | ---------------------------
|                               | Year
    ended December 31,
|(US$ million)                  | 2003                       
|                               |                            
|Europe, Africa and Middle East | 2,591                      
|NAFTA                          | 2,247                      
|Latin America                  | 829                        
|Asia Pacific                   | 911                        
|                               |                            
|Total                          | 6,578                      
|                               |                            

Crop Protection

The Crop Protection market was again difficult in 2003, particularly in the first half and sales, at constant exchange rates, showed a slight decline for the full year but with a marked upturn in the second half. Very
dry weather in Europe significantly reduced fungicide sales, an area where Syngenta has high market share. A result of the dry weather however was to reduce crop yields and stocks leading to increases in some crop commodity prices.  Linked to this
the European Commission has reduced set-aside levels in 2004. These factors have provided some encouraging signs of stabilization in the crop protection market.

Sales benefited from the reductions in channel inventories implemented in 2002 in Latin America and sales in the region were more in line with consumption in 2003, 26% higher than 2002. This growth was offset by lower
sales in Asia Pacific as channel inventories in China were reduced. Range rationalization continued and reduced Crop Protection sales by 2%, particularly impacting on Europe, Africa and the Middle East and Asia Pacific.

Insecticide and professional product sales were particularly encouraging and selective herbicides sales, the largest product line in value, were up after several years of decline.

New product sales growth increased total Crop Protection sales by 3%, more than offsetting the sales impact of phase-outs and further contributing to the ongoing improvements in margin. In particular:

- CALLISTO®(mesotrione), a post-emergence corn herbicide with a novel mode of action, together with
LUMAX, a combination product, grew strongly and helped reinforce Syngentas leading position in the corn selective herbicides market in the United States;
- ACANTO (picoxystrobin), sales were held back in the year by the adverse weather conditions in Europe and were flat in a reduced cereal fungicide market;
- ACTARA®and CRUISER®(thiamethoxam) continued to develop and ACTARA®grew particularly strongly on cotton and soybean in the United States
and Brazil and on rice in Japan. The seed treatment CRUISER®showed rapid growth in Brazil, the United States and Canada.

Seeds

Sales in both field crops and vegetables and flowers progressed well throughout the year, with corn in Latin America and vegetables in Europe the main drivers.

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Syngenta Operating Segments

Syngenta is organized on a worldwide basis into three operating segments, Crop Protection, Seeds and Plant Science. The following tables set out sales and operating income by segment for each of the periods indicated:

|                           |                                  
|-------------------------- | ---------------------------------
|                           | Year
          ended December 31,
|(US$ million)              | 2003                             
|                           |                                  
|Sales                      |                                  
|Crop Protection            | 5,507                            
|Seeds                      | 1,071                            
|                           |                                  
|Total                      | 6,578                            
|                           |                                  
|                           |                                  
|Operating Income           |                                  
|Crop Protection            | 588                              
|Seeds                      | 100                              
|Plant Science              | (142                             
|Unallocated (merger costs) | -                                
|                           |                                  
|Total                      | 546                              
|                           |                                  

Operating income in 2003 includes US$163 million of restructuring and impairment costs, net of divestment gains substantially related to the restructuring of the combined businesses following the formation of Syngenta
in November 2000. In 2002, the equivalent cost was US$396 million and in 2001 US$277 million. Delivery of the planned synergies is now largely complete with US$197 million additional annual savings in 2003 and cumulative annual savings including
2001 and 2002 of US$559 million. Further details are provided in Notes 6 and 22 of the consolidated financial statements.

Excluding restructuring and impairment costs, operating income increased 11% to US$709 million (2002: US$640 million, 2001: US$642 million).  Although sales were increased by 7% due to currency movements, the weighting
of costs in Swiss francs, British pounds sterling and the euro, together with Syngentas hedging program, meant that the weakness in the U.S. dollar in 2003 had only a minor impact on operating profit in 2003. Improved margins from range
modernization and delivery of the synergy cost savings in Crop Protection, together with growth in Seeds, more than offset the lower sales volumes in Crop Protection and the higher pension costs referred to below.

Defined benefit pension costs increased from US$117 million in 2002 (including US$33 million of restructuring costs) to US$175 million in 2003 (including US$46 million of restructuring costs).

2003 Compared to 2002

Sales Commentary

Total Syngenta consolidated sales for 2003 were US$6,578 million, compared to US$6,197 million in 2002, growth of 6% in U.S. dollars and a reduction of 1% at constant exchange rates. The analysis by business is as
follows:

|                                   |              
|---------------------------------- | -------------
|                                   | Full
    Year
|                                   |              
|(US$ million, except
    growth %) | 2003         
|                                   |              
|Crop Protection                    | 5,507        
|Seeds                              | 1,071        
|                                   |              
|Total                              | 6,578        
|                                   |              

Crop Protection Sales

In presenting information about
    sales trends below, we provide information about sales at constant exchange rates
    so that one can better determine how products and regions have performed before
    converting such results in Syngentas reporting currency. At actual exchange
    rates, sales generally were stronger due to the weakness of the U.S. dollar.

37

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Commentary on Product Performance

|                         |                     
|------------------------ | --------------------
|                         | Full
    Year       
|                         |                     
|Product line             | 2003
    US$ million
|                         |                     
|Selective herbicides     | 1,717               
|Non-selective herbicides | 616                 
|Fungicides               | 1,438               
|Insecticides             | 960                 
|Professional products    | 642                 
|Others                   | 134                 
|                         |                     
|Total                    | 5,507               
|                         |                     

Herbicides are products that prevent or reduce weeds that compete with the crop for nutrients and water. Selective herbicides are crop-specific and capable of controlling weeds without harming the crop. Non-selective
herbicides reduce or halt the growth of all vegetation with which they come into contact.

Fungicides are products that prevent and cure fungal plant diseases that can drastically affect crop yield and quality.

Insecticides are products that control chewing pests such as caterpillars and sucking pests such as aphids, which reduce crop yields and quality.

Professional products are herbicides, insecticides and fungicides used in markets beyond commercial agriculture such as seed treatment, public health, and turf and ornamentals.

Selective Herbicides: major brands BICEP®MAGNUM, CALLISTO®/LUMAX, DUAL®MAGNUM, FUSILADE®MAX, TOPIK®Selective herbicides were up with sales of the CALLISTO®range
in corn more than doubling to US$218 million, augmented by the successful US launch
of a new combination product, LUMAX, for broad-spectrum weed control. Sales
of DUAL®/BICEP®MAGNUM were strong in the second half, notably in the United States and went some way towards offsetting the lower first half. In cereals, sales of the grass herbicide
TOPIK®increased in NAFTA and Asia Pacific where wheat markets were buoyant.

FUSILADE®sales for soybeans in Brazil advanced and new formulations were successfully rolled out in central and eastern
Europe. Range rationalization reduced sales by 1%.

Non-selective Herbicides:major brands GRAMOXONE®, TOUCHDOWN®Sales of GRAMOXONE®were impacted by a de-stocking program in China, which more than offset growth in Brazil and Australasia.
TOUCHDOWN®IQ®sales were lower due to a highly competitive US
glyphosate market; two new product launches aimed at the chemfallow and premium glyphosate-tolerant segments have broadened the portfolio.

Fungicides: major brands ACANTO®, AMISTAR®, BRAVO®, RIDOMIL GOLD®, SCORE®, TILT®, UNIX®ACANTO®, AMISTAR®and
UNIX®were all negatively affected by drought conditions in western Europe, notably France and Germany, which resulted in significantly lower usage on
cereals. AMISTAR®partly compensated for this with strong growth in Brazil where it was used to treat soybean rust, a significant new disease. Sales of
RIDOMIL GOLD®were up slightly, with growth in the United States outweighing declines in Asia Pacific. SCORE®achieved strong growth on rice and vegetables in Asia Pacific and on a range of crops in western Europe. Range rationalization reduced sales by 2%.

Insecticides: major brands ACTARA®, FORCE®, KARATE®, PROCLAIM®, VERTIMEC®Sales of insecticides showed robust growth despite a marked impact from range rationalization, which reduced sales by 3%. ACTARA®continued its strong growth, particularly on cotton and soybean in the United States and Brazil and on rice in Japan and achieved sales of US$127 million. Sales of FORCE®were buoyant associated with an increase in corn rootworm pressure in the United States. Growth in KARATE®was broad based. PROCLAIM®showed
good growth in Japan, with expanded labels for vegetables, and in Australia, where
the cotton market recovered after a drought in 2002. VERTIMEC® benefited from
high pest pressure and gained market share, notably in the United States and Italy.

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Professional Products: major brands CRUISER®, DIVIDEND®, HERITAGE®, ICON®, MAXIM®Professional products grew strongly despite being reduced by 3% due to range rationalization. Seed treatments continued its strong growth particularly in North America, Brazil and Argentina.  The main driver was
CRUISER®, which increased sales by over 50%. MAXIM®benefited from
strong demand in soybean and corn. Turf and Ornamental sales were adversely affected by phase-outs and by cool US weather.  Public health sales were stable with good sales of ICON®for vector control in Asia and Africa
offsetting low pest pressure in the United States. First US sales of IMPASSE,
the innovative termite barrier, were made.

Commentary on Regional Performance

|                               |                    
|------------------------------ | -------------------
|                               | Full
          Year
|                               |                    
|Regional                       | 2003
  US$ million 
|                               |                    
|Europe, Africa and Middle East | 2,053              
|NAFTA                          | 1,853              
|Latin America                  | 750                
|Asia Pacific                   | 851                
|                               |                    
|Total                          | 5,507              
|                               |                    

Sales inEurope, Africa and the Middle Eastwere particularly affected by range rationalization which reduced sales by 3%. In addition,
extremely dry weather conditions in western Europe negatively affected demand for the first nine months of the year.  In the fourth quarter sales were restricted by prudent channel inventory management in France.  The strength of the euro boosted
reported sales at actual exchange rates.

InNAFTA, sales were down slightly in the United States owing to highly competitive conditions in the non-selective herbicide market.
Syngenta reinforced its leading position in US corn selective herbicides with growth in the CALLISTO®range. Other product lines also performed well, notably
seed treatment and insecticides, which were driven by the success of CRUISER®and FORCE®. Sales showed good growth in Canada and Mexico.

Latin America: Sales expanded across the portfolio in Brazil and Argentina as Syngenta capitalized on buoyant conditions and its broad product offer and marketing strength,
together with selling in line with consumption after reducing channel inventories in 2002. Higher commodity prices, more competitive currencies and strong exports increased grower confidence and lead to expanded corn and soybean acreage.

InAsia Pacific, sales were lower largely due to channel de-stocking in China, market decline in South Korea and the impact of range
rationalization, which reduced sales by 4%. Japan was heavily affected by range rationalization; excluding this, sales showed growth in a declining Japanese market. In Australia sales improved following an easing of drought conditions. The strength
of the Australian dollar and Japanese yen increased reported sales.

Seeds Sales

In presenting information about sales trends below, we provide information about sales at constant exchange rates so that one can better determine how products and regions have performed before converting such results
in Syngentas reporting currency. At actual exchange rates, sales generally were stronger due to the weakness of the U.S. dollar.

Commentary on Product Performance

|                       |                     
|---------------------- | --------------------
|                       | Full
          Year 
|                       |                     
|Product
    line       | 2003
    US$ million
|                       |                     
|Field Crops            | 570                 
|Vegetables and Flowers | 501                 
|                       |                     
|Total                  | 1,071               
|                       |                     

Field Crops:major brands NK®corn, NK®oilseeds, HILLESHÖG®sugar beetNK®corn
sales performed strongly, driven by Latin America, but were lower in the fourth quarter
due to delaying sales to the channel in the United States and Canada to align more
closely with grower consumption. Sunflower and oilseed rape showed strong growth
in Europe; soybean sales increased, notably in NAFTA. These improvements more than
offset a decrease in HILLESHÖG®sugar beet mainly attributable to declining EU acreage.

Sales of genetically modified products accounted for 17 percent of total Seeds sales.

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Vegetables and Flowers:major brands S&G®vegetables, ROGERS®vegetables, S&G®flowersVegetables grew particularly strongly in Europe, where Syngenta has established leading positions in tomato, pepper and watermelon. In the United States, New Produce Network sales continued to expand driven by
the PUREHEART watermelon; the new BELLAHEART cantaloupe melon was launched.

Sales of S&G® flowers increased, primarily in Europe, reflecting strength in the fast-growing young plant segment and improved customer relationship management.

Commentary on Regional Performance

|                               |                 |  |                 |  |         |  |      | 
|------------------------------ | --------------- |  | --------------- |  | ------- |  | ---- | 
|                               | Full Year       |  | Growth          | 
|                               |                 |  |                 |  |         |  |      | 
|Regional                       | 2003US$ million |  | 2002US$ million |  | Actual% |  | CER% | 
|                               |                 |  |                 |  |         |  |      | 
|Europe, Africa and Middle East | 538             |  | 427             |  | +26     |  | +6   | 
|NAFTA                          | 394             |  | 396             |  | - 1     |  | - 1  | 
|Latin America                  | 79              |  | 65              |  | +22     |  | +22  | 
|Asia Pacific                   | 60              |  | 49              |  | +22     |  | +14  | 
|                               |                 |  |                 |  |         |  |      | 
|Total                          | 1,071           |  | 937             |  | +14     |  | +5   | 
|                               |                 |  |                 |  |         |  |      | 

Sales inEurope, Africa and the Middle Eastgrew strongly in oilseeds, vegetables and flowers.  The main impetus came from eastern
Europe, in particular sunflower and oilseed rape. Varieties of high value fresh vegetables continued their steady expansion in both Mediterranean and northern European markets.  Reported sales were significantly increased by the weakness of the U.S.
dollar relative to the euro.

NAFTAsales decreased slightly owing to the closer alignment of corn sales to the planting season.  Soybean sales showed strong growth in the United States.

Sales inLatin Americabenefited from the recovery in Brazil (corn and soybean) and Argentina (corn and sunflower).

InAsia Pacific, growth in sales of corn in India and the Philippines contributed to an improved performance.

Operating Income

Operating income increased by 124% to US$546 million, reflecting the reduced restructuring and impairment costs in 2003. Excluding restructuring and impairment costs, operating income increased 11% (12% CER) to US$709
million.

Variances in the tables below reflect the profit impact of changes year on year. For example, an increase of sales or a decrease in costs is a positive variance and a fall in sales or increase in costs is a negative
variance.

Crop Protection Operating Income

|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|------------------------------ | ------ | - | --------------------------- | - | ---------------------------------- | - | ---- | - | ------ | - | ------ | - | -------------- |  | ----------- | 
|                               | Total  |   | Restructuring andimpairment |   | Before Restructuringand impairment |   |      |   |        |  
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|(US$ million, except growth %) | 2003   |   | 2002                        |   | 2003                               |   | 2002 |   | 2003   |   | 2002   |   | % GrowthActual |  | % GrowthCER | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|Sales                          | 5,507  |   | 5,260                       |   | -                                  |   | -    |   | 5,507  |   | 5,260  |   | +5             |  | - 2         | 
|Cost of goods sold             | (2,783 | ) | (2,681                      | ) | -                                  |   | -    |   | (2,783 | ) | (2,681 | ) | - 4            |  | +5          | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|Gross profit                   | 2,724  |   | 2,579                       |   | -                                  |   | -    |   | 2,724  |   | 2,579  |   | +6             |  | +1          | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|as a percentage of sales       | 49     | % | 49                          | % |                                    |   |      |   | 49     | % | 49     | % |                |  |             | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|Marketing and distribution     | (927   | ) | (909                        | ) | -                                  |   | -    |   | (927   | ) | (909   | ) | - 2            |  | +5          | 
|Research and development       | (454   | ) | (425                        | ) | -                                  |   | -    |   | (454   | ) | (425   | ) | - 7            |  | +3          | 
|General and administrative     | (563   | ) | (500                        | ) | -                                  |   | -    |   | (563   | ) | (500   | ) | - 13           |  | - 4         | 
|Restructuring and impair-      |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|ment                           | (192   | ) | (348                        | ) | (192                               | ) | (348 | ) | -      |   | -      |   |                |  |             | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|Operating income               | 588    |   | 397                         |   | (192                               | ) | (348 | ) | 780    |   | 745    |   | +5             |  | +7          | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|as a percentage of sales       | 11     | % | 8                           | % |                                    |   |      |   | 14     | % | 14     | % |                |  |             | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 

40

---

With stable sales prices, improving mix from range modernization and further delivery of synergies in the supply chain, gross profit margins were 1% higher than last year at constant exchange rates and maintained at
last years level after the effects of the weaker U.S. dollar.

The weakness of the U.S. dollar increased reported costs at actual exchange rates. At constant exchange rates, marketing and distribution costs were 5% lower than 2002, largely from completion of the merger synergies.
Research and development costs were 3% lower, benefiting from the delivery of the synergy programs across the R&D sites. Lower profits on tangible asset disposals in 2003, and a final royalty receipt from Pfizer Inc. of US$20 million being
included in 2002, led to a 4% increase in general and administrative expenses in 2003.

With the higher weighting of costs in Swiss francs and British pounds sterling than in sales, and despite hedging income of US$39 million (2002: US$43 million), the net effect of the weakening U.S. dollar was to reduce
operating income excluding restructuring and impairment by 2%.

Restructuring and impairment is defined in Note 6 to the consolidated financial statements. In 2003 and 2002 these costs are largely associated with the continued implementation of the merger synergy programs.
Restructuring and impairment is discussed in more detail later in this section.

Seeds Operating Income

|                               |       |   |                                  |   |                                    |  |      |  |       |   |      |   |                |  |             | 
|------------------------------ | ----- | - | -------------------------------- | - | ---------------------------------- |  | ---- |  | ----- | - | ---- | - | -------------- |  | ----------- | 
|                               | Total |   | Restructuring and
    impairment |   | Before Restructuringand impairment |  |      |  |       |  
|                               |       |   |                                  |   |                                    |  |      |  |       |   |      |   |                |  |             | 
|(US$ million, except growth %) | 2003  |   | 2002                             |   | 2003                               |  | 2002 |  | 2003  |   | 2002 |   | % GrowthActual |  | % GrowthCER | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |      |   |                |  |             | 
|Sales                          | 1,071 |   | 937                              |   | -                                  |  | -    |  | 1,071 |   | 937  |   | +14            |  | +5          | 
|Cost of goods sold             | (510  | ) | (451                             | ) | -                                  |  | -    |  | (510  | ) | (451 | ) | - 13           |  | - 6         | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |      |   |                |  |             | 
|Gross profit                   | 561   |   | 486                              |   | -                                  |  | -    |  | 561   |   | 486  |   | +15            |  | +4          | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |      |   |                |  |             | 
|as a percentage of sales       | 52    | % | 52                               | % |                                    |  |      |  | 52    | % | 52   | % |                |  |             | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |      |   |                |  |             | 
|Marketing and distribution     | (275  | ) | (237                             | ) | -                                  |  | -    |  | (275  | ) | (237 | ) | - 16           |  | - 7         | 
|Research and development       | (127  | ) | (119                             | ) | -                                  |  | -    |  | (127  | ) | (119 | ) | - 7            |  | +5          | 
|General and administrative     | (59   | ) | (62                              | ) | -                                  |  | -    |  | (59   | ) | (62  | ) | +5             |  | +13         | 
|Restructuring and impairment   | -     |   | (48                              | ) | -                                  |  | (48) |  | -     |   | -    |   |                |  |             | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |      |   |                |  |             | 
|Operating income               | 100   |   | 20                               |   | -                                  |  | (48) |  | 100   |   | 68   |   | +47            |  | +24         | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |      |   |                |  |             | 
|as a percentage of sales       | 9     | % | 2                                | % |                                    |  |      |  | 9     | % | 7    | % |                |  |             | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |      |   |                |  |             | 

Sales were 5% higher at constant exchange rates and gross margins were maintained. The higher sales were achieved with some additional investment in marketing costs, but this was partly offset by lower general and
administrative expenses following the consolidation of non-customer facing back-office activities across the different Seeds crops in NAFTA implemented last year.

Weakness in the U.S. dollar contributed an additional US$20 million to Seeds operating income in 2003 relative to 2002.

Plant Science Operating Income

|                               |       |   |                                  |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|------------------------------ | ----- | - | -------------------------------- | - | ---------------------------------- |  | ---- |  | ----- | - | ----- | - | -------------- |  | ----------- | 
|                               | Total |   | Restructuring and
    impairment |   | Before Restructuringand impairment |  |      |  |       |  
|                               |       |   |                                  |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|(US$ million, except growth %) | 2003  |   | 2002                             |   | 2003                               |  | 2002 |  | 2003  |   | 2002  |   | % GrowthActual |  | % GrowthCER | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|Sales                          | -     |   | -                                |   | -                                  |  | -    |  | -     |   | -     |   | -              |  | -           | 
|Cost of goods sold             | -     |   | -                                |   | -                                  |  | -    |  | -     |   | -     |   | -              |  | -           | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|Gross profit                   | -     |   | -                                |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|as a percentage of sales       | -     |   | -                                |   |                                    |  |      |  | -     |   | -     |   | -              |  |             | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|Marketing and distribution     | (2    | ) | **-**                            |   | **-**                              |  | -    |  | (2    | ) | -     |   |                |  | -           | 
|Research and development       | (146  | ) | (153                             | ) | **-**                              |  | -    |  | (146  | ) | (153  | ) | +5             |  | + 8         | 
|General and administrative     | (23   | ) | (20                              | ) | **-**                              |  | -    |  | (23   | ) | (20   | ) | - 15           |  | - 20        | 
|Restructuring and impairment   | 29    |   | -                                |   | 29                                 |  | -    |  | -     |   | -     |   |                |  |             | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|Operating income/(loss)        | (142  | ) | (173                             | ) | 29                                 |  | -    |  | (171  | ) | (173  | ) | +1             |  | + 5         | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|as a percentage of sales       | **-** |   | **-**                            |   |                                    |  |      |  | **-** |   | **-** |   |                |  |             | 
|                               |       |   |                                  |   |                                    |  |      |  |       |   |       |   |                |  |             | 

Research and development spending was lower than 2002, benefiting from the focusing of research spend on core sites and closure of the Torrey Mesa Research Institute announced last year, offset by higher development
spend as projects

41

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move closer to the market. QUANTUM microbial phytase received its first registration in Mexico at the end of 2003 and is on track to achieve US registration in 2004. This will represent the first revenues for the
Plant Science division formed in 2001 to spearhead Syngentas biotechnology research. Accordingly 2003 included first marketing spend to establish capabilities prior to launch.

The restructuring and impairment net gain represents the gain of US$39 million on the sale of technology and intellectual property to Diversa Corporation (Diversa), net of a charge of US$10 million for
closure of the Torrey Mesa Research Institute.

Defined Benefit Pensions

Defined benefit pension costs increased from US$117 million in 2002 (including US$33 million of restructuring costs) to US$175 million in 2003 (including US$46 million of restructuring costs). Despite a decrease in the
active membership of pension plans as a result of restructuring, the costs excluding restructuring have increased due to the impact of stock market falls in 2001 and 2002 and a reduction in the long term expectations of future investment yields.
During 2003, actual investment returns exceeded the long term assumed rate of return. However, real discount rates further reduced, increasing the valuation of pension liabilities. Overall, the funding ratio (the market value of pension plan assets
as a percentage of the projected benefit pension obligation) improved by around 4% at the end of 2003 compared to 2002. Defined benefit pensions are described in more detail in Note 26 of the consolidated financial statements. Excluding
restructuring costs, defined benefit pension expense in 2004 is expected to be broadly similar to that in 2003.

Restructuring and Impairment

The following table analyzes restructuring and impairment charges for each of the periods indicated:

|                                                             | 2003        |   | 2002        |  
|------------------------------------------------------------ | ----------- | - | ----------- | -
|                                                             |             |   |             |  
|For the year to 31 December                                  | US$ million |   | US$ million |  
|                                                             |             |   |             |  
|Merger integration costs                                     |             |   | (21         | )
|Restructuring costs                                          |             |   |             |  
|Write-off or impairment                                      |             |   |             |  
|- property, plant and equipment                              | (44         | ) |             |  
|- intangible assets                                          |             |   |             |  
|Non-cash pension restructuring charges                       | 9           |   |             |  
|Cash costs                                                   | (163        | ) |             |  
|                                                             |             |   |             |  
|Total                                                        |             |   | (198        | )
|Gains from product disposals                                 |             |   | 17          |  
|Gain on sale of technology and intellectual property license |             |   | 39          |  
|                                                             |             |   |             |  
|Total restructuring and impairment charge                    |             |   | (163        | )
|                                                             |             |   |             |  

Restructuring represents the effect on reported performance of initiating business changes which are considered major and which, in the opinion of management, will have a material effect on the nature and focus of
Syngentas operations, and therefore requires separate disclosure to provide a more thorough understanding of business performance. Restructuring includes the effects of completing and integrating significant business combinations and
divestments. Restructuring and impairment includes the impairment costs associated with major restructuring and also impairment losses and reversals of impairment losses resulting from major changes in the markets in which a reported segment
operates.

Gains on minor product divestments associated with range rationalization have been reported within this category.

In 2003 Syngenta signed a research agreement with Diversa, under which Diversa acquired an exclusive, royalty-free, perpetual license for technology and intellectual property in the pharmaceutical field in exchange for
stock and warrants in Diversa. Following completion of this transaction Syngenta closed the Torrey Mesa Research Institute, Syngentas facility in La Jolla, California. The gain on sale and costs relating to the closure are included in
restructuring and impairment charges.

Restructuring costs in 2002
  and 2003 relate primarily to merger and integration activities following the
  formation of Syngenta in November 2000. These costs are part of the previously
  announced program to deliver synergy cost savings of US$625 million annually,
  at a cash cost of around a net US$1 billion. By the end of 2003, cumulative
  annual cost savings of US$559 million have been delivered at a net cash cost
  of around US$821 million. Additional annual savings in 2003 totaled US$197 million,
  with US$94 million from costs of goods, US$55 million from selling, general
  and administrative

42

---

expenses and US$48 million from research and development.  Since the merger, the total number of employees has been reduced by some 3,600. Completion of the program is expected ahead of schedule in 2004.

The non-cash pension restructuring charges represent those direct effects of restructuring initiatives on defined benefit pension plans, for which there is no corresponding identifiable cash payment. Where identifiable
cash payments to pension funds are required to provide incremental pension benefits for employees leaving service as a result of restructuring, the amounts involved have been included within cash costs.

Financial Expense, Net

Financial expense, net was 29% lower than 2002 at US$134 million (2002: US$188 million). Cash flow generation was again strong and a net US$569 million was applied to reduce debt. Lower U.S. dollar interest rates,
further centralization of debt and optimized financing arrangements in Latin America also enabled a reduction in the effective interest rate.

Taxes

The tax rate on profits excluding restructuring and impairment was 36%(1)in 2003 (2002: 39%(1)) as benefits of projects to improve the tax efficiency of Syngentas operations were realized. The estimated credit on restructuring and impairment was 42%(1)(2002: 26%(1)) partly because the net charge included disposal gains on which lower tax
rates are applied, and partly due to the inclusion in 2002 of intangible asset impairments against which tax relief is not always available.

The overall effective tax rate was 34%, substantially lower than the 141% in 2002. As well as the lower rates described above, the total rate benefited from a significantly lower weighting of restructuring and
impairment costs in 2003.

Net Income and Other Supplementary Income Data

Net income in 2003 was US$268 million, compared to a net loss of US$27 million in 2002, with lower restructuring and impairment costs and higher net income before restructuring and impairment.

Net income excluding restructuring and impairment was US$98 million higher than 2002 at US$363(1)million (2002:
US$265(1) million). Operating income excluding restructuring and impairment was US$69(1)million higher and financial expense, net was US$54 million lower, so income before taxes and minority interests was 29% above last year and, combined with the lower effective tax rate, net income increased by 37% before inclusion
of restructuring and impairment.

Restructuring and impairment costs after tax(1), including gains on the minor business disposals and on the sale of intellectual
property to Diversa, were US$197 million lower than last year.

---

|(1) | This measure is defined/reconciled to GAAP measures in Appendix A of this section.
|--- | ----------------------------------------------------------------------------------

43

---

2002 Compared to 2001

Sales Commentary

Total Syngenta consolidated sales for 2002 were US$6,197 million, compared to US$6,323 million for 2001. The following table analyzes the decrease in sales of 2%, 3% at constant exchange rates (CER):

|                |           |  |        |  |         |  |      | 
|--------------- | --------- |  | ------ |  | ------- |  | ---- | 
|                | Full Year |  | Growth | 
|                |           |  |        |  |         |  |      | 
|(US$ million)   | 2002      |  | 2001   |  | Actual% |  | CER% | 
|                |           |  |        |  |         |  |      | 
|Crop Protection | 5,260     |  | 5,385  |  | - 2     |  | - 3  | 
|Seeds           | 937       |  | 938    |  | -       |  | -    | 
|                |           |  |        |  |         |  |      | 
|Total           | 6,197     |  | 6,323  |  | - 2     |  | - 3  | 
|                |           |  |        |  |         |  |      | 

Crop Protection Sales

In presenting information about sales trends below, we provide information about sales at constant exchange rates so that one can better determine how products and regions have performed before converting such results
in Syngentas reporting currency. At actual exchange rates, the drop in reported sales generally was reduced due to the weakness of the U.S. dollar.

Commentary on Product Performance

|                         |                 |  |                 |  |         |  |      | 
|------------------------ | --------------- |  | --------------- |  | ------- |  | ---- | 
|                         | Full Year       |  | Growth(1)       | 
|                         |                 |  |                 |  |         |  |      | 
|Product line             | 2002US$ million |  | 2001US$ million |  | Actual% |  | CER% | 
|                         |                 |  |                 |  |         |  |      | 
|Selective herbicides     | 1,606           |  | 1,722           |  | - 6     |  | - 7  | 
|Non-selective herbicides | 650             |  | 687             |  | - 2     |  | - 3  | 
|Fungicides               | 1,398           |  | 1,392           |  | -       |  | - 1  | 
|Insecticides             | 855             |  | 944             |  | - 7     |  | - 7  | 
|Professional products    | 585             |  | 522             |  | + 6     |  | + 5  | 
|Others                   | 166             |  | 118             |  | + 19    |  | + 13 | 
|                         |                 |  |                 |  |         |  |      | 
|Total                    | 5,260           |  | 5,385           |  | - 2     |  | - 3  | 
|                         |                 |  |                 |  |         |  |      | 



Selective Herbicides:major brands BICEP®MAGNUM, CALLISTO®, DUAL®MAGNUM, FLEX®, FUSILADE®, TOPIK®Total sales declined
for three main reasons: price pressure, largely in the United States, accounted for US$47 million; range rationalization of US$32 million; and volume reductions in Brazil due to de-stocking. In corn herbicides, sales of CALLISTO®reached US$103 million following a strong first full-season of marketing; this more than offset the decline in DUAL®MAGNUM / BICEP®MAGNUM due to the competitive US market. In soybeans, sales of FLEX®and FUSILADE®were also lower with increased herbicide-tolerant crop (HTC) plantings. In
cereals, sales of the grass herbicide TOPIK®declined in France, and in Canada and Australia due to drought.

Non-selective Herbicides:major brands GRAMOXONE®, TOUCHDOWN®
Continued strong growth of TOUCHDOWN®IQ in the United States was offset by lower sales in Brazil. New marketing programs
for GRAMOXONE®in Australia and China increased sales; in Japan and Brazil there was continued channel de-stocking.  Two years after the opening of the
Nantong plant, China has become the second largest market for GRAMOXONE®after the United States.

Fungicides:major brands ACANTO, AMISTAR®, BRAVO®, RIDOMIL GOLD®, SCORE®, TILT®, UNIX®
First full-season launches in Europe, including a late fourth quarter launch in France, of the new strobilurin ACANTO, resulted in sales of US$40 million. This more than offset reduced sales of
AMISTAR®, the largest product in the fungicide portfolio, which were lower due to the introduction of a new competitor in France at the start of the season;
there was continued encouraging growth in the United States, Japan and Brazil. Sales growth of SCORE®, in Asia and Europe, and a number of smaller products
compensated for lower sales of RIDOMIL GOLD®, BRAVO®and
TILT®. Underlying sales growth in fungicides was impacted by the phase-out of older products (US$28 million).

---

|(1) | Product line variances take into account minor reclassifications made in 2002.
|--- | ------------------------------------------------------------------------------

44

---

Insecticides:major brands ACTARA®, FORCE®, KARATE®, PROCLAIM®, VERTIMEC®
ACTARA®achieved sales of US$87 million, with broad-based growth and a particularly strong performance in the United States.
Sales of KARATE®benefited from strong growth in KARATE®with
ZEON®technology in Germany. Reduced cotton plantings in Australia and the United States combined with channel de-stocking in Brazil resultedin lower sales for a number of products. Over half the decline in insecticides was due to phase-outs (US$35 million).

Professional Products:major brands CRUISER®, DIVIDEND®, HERITAGE®, ICON®, MAXIM®
Seed Treatment sales sustained very strong growth with sales of CRUISER®more than doubling to US$54 million, driven by strong
demand in North America in cotton and canola. Growth of MAXIM®continued in the United States and Brazil. Sales of Turf and Ornamentals were lower with growth
more than offset by product phase-outs (US$29 million). Public Health sales were down due to reduced tenders for ICON®.

Commentary on Regional Performance

|                               |                 |  |                 |  |         |  |      | 
|------------------------------ | --------------- |  | --------------- |  | ------- |  | ---- | 
|                               | Full Year       |  | Growth          | 
|                               |                 |  |                 |  |         |  |      | 
|Regional                       | 2002US$ million |  | 2001US$ million |  | Actual% |  | CER% | 
|                               |                 |  |                 |  |         |  |      | 
|Europe, Africa and Middle East | 1,919           |  | 1,870           |  | + 3     |  | -    | 
|NAFTA                          | 1,864           |  | 1,887           |  | - 1     |  | - 1  | 
|Latin America                  | 596             |  | 677             |  | - 12    |  | - 12 | 
|Asia Pacific                   | 881             |  | 951             |  | - 7     |  | - 7  | 
|                               |                 |  |                 |  |         |  |      | 
|Total                          | 5,260           |  | 5,385           |  | - 2     |  | - 3  | 
|                               |                 |  |                 |  |         |  |      | 

Sales inEurope, Africa and the Middle Eastwere unchanged. Growth came from new product introductions throughout the region and
particularly strong performances in Germany and Eastern Europe; sales in France were lower due to a contracting market, increased fungicide competition and the impact of a heavy phase-out program which all adversely affected sales.

InNAFTA, sales continued to grow in Canada and Mexico. In the United States strong new product growth was offset by the adverse
effects of channel de-stocking, lower prices from a competitive herbicide market and product phase-outs.

InLatin America, Syngenta continued to apply a tight credit policy in the face of economic uncertainty and exchange rate volatility in
Brazil and worked to reduce channel stocks to bring sales more in line with farmer usage. This resulted in a deliberate sales volume reduction compounded by lower U.S. dollar equivalent prices from the weaker Brazilian real. Sales on secure terms in
Argentina showed good recovery from 2001 levels.

Sales inAsia Pacificwere reduced by channel de-stocking in Japan, where there has been some consolidation within the multi-layered
channel, and the impact of severe drought in Australia. Product phase-outs reduced sales by US$17 million.

Seeds Sales

In presenting information about sales trends below, we provide information about sales at constant exchange rates so that one can better determine how products and regions have performed before converting such results
in Syngentas reporting currency. The overall impact of exchange rate movements on reported sales was broadly neutral.

Commentary on Product Performance

|                       |                 |  |                 |  |         |  |      | 
|---------------------- | --------------- |  | --------------- |  | ------- |  | ---- | 
|                       | Full Year       |  | Growth          | 
|                       |                 |  |                 |  |         |  |      | 
|Product line           | 2002US$ million |  | 2001US$ million |  | Actual% |  | CER% | 
|                       |                 |  |                 |  |         |  |      | 
|Field Crops            | 503             |  | 530             |  | - 5     |  | - 4  | 
|Vegetables and Flowers | 434             |  | 408             |  | + 6     |  | + 5  | 
|                       |                 |  |                 |  |         |  |      | 
|Total                  | 937             |  | 938             |  | -       |  | -    | 
|                       |                 |  |                 |  |         |  |      | 

Field Crops:major brands NK®corn, NK® oilseeds,
HILLESHÖG®sugar beet
Sales of NK®corn declined as growth in Europe was more than offset by increased penetration of herbicide-tolerant corn in the
United States and significantly lower sales in real in Brazil. Oilseeds sales increased slightly with a strong performance in sunflowers in Eastern Europe and growth in Latin America more than offsetting reduced soybean sales in the

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United States. With new germplasm, HILLESHÖG®sugar beet performed well in a declining European market. Sales of
genetically modified product were stableand accounted for 17% of total Seeds sales.

Vegetables and Flowers:major brands S&G®vegetables, ROGERS®vegetables, S&G®flowers
S&G®vegetables sales continued to grow with particularly strong results from peppers, tomatoes and melons in Europe though
partly offset by some decline in South Korea.

Sales of S&G®flowers increased in both Europe and the United States, primarily in Europe where the full commercialization
of the proprietary X-tray System for young plants provided strong growth.

Commentary on Regional Performance

|                               |                 |  |                 |  |         |  |      | 
|------------------------------ | --------------- |  | --------------- |  | ------- |  | ---- | 
|                               | Full Year       |  | Growth          | 
|                               |                 |  |                 |  |         |  |      | 
|Regional                       | 2002US$ million |  | 2001US$ million |  | Actual% |  | CER% | 
|                               |                 |  |                 |  |         |  |      | 
|Europe, Africa and Middle East | 427             |  | 393             |  | + 8     |  | + 8  | 
|NAFTA                          | 396             |  | 404             |  | - 2     |  | - 2  | 
|Latin America                  | 65              |  | 88              |  | - 26    |  | - 26 | 
|Asia Pacific                   | 49              |  | 53              |  | - 8     |  | - 8  | 
|                               |                 |  |                 |  |         |  |      | 
|Total                          | 937             |  | 938             |  | -       |  | -    | 
|                               |                 |  |                 |  |         |  |      | 

Sales inEurope, Africa and the Middle Eastgrew across all major crops, but with particularly strong achievements in vegetables,
flowers, corn and sunflowers.

InNAFTA, declines in corn and soybean sales more than offset growth in vegetables and flowers.

The significant sales decline inLatin Americareflects the impact of the Brazilian crisis, a reduced market affecting corn sales and
the implementation of the risk reduction strategy.

Growth inAsia Pacificfield crop sales, particularly in India, was more than offset by a decline in vegetables sales in South Korea
and Japan.

Operating Income

Operating income fell by 33% to US$244 million, reflecting the increased restructuring and impairment costs in 2002. Excluding restructuring and impairment costs, operating income was flat compared to 2001 at US$640
million (5% increase CER).

Variances in the tables below reflect the profit impact of changes year on year. For example, an increase of sales or a decrease in costs is a positive variance and a fall in sales or increase in costs is a negative
variance.

**Crop Protection Operating Income**

|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|------------------------------ | ------ | - | --------------------------- | - | ---------------------------------- | - | ---- | - | ------ | - | ------ | - | -------------- |  | ----------- | 
|                               | Total  |   | Restructuring andimpairment |   | Before Restructuringand impairment |   |      |   |        |  
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|(US$ million, except growth %) | 2002   |   | 2001                        |   | 2002                               |   | 2001 |   | 2002   |   | 2001   |   | % GrowthActual |  | % GrowthCER | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|Sales                          | 5,260  |   | 5,385                       |   | -                                  |   | -    |   | 5,260  |   | 5,385  |   | - 2            |  | - 3         | 
|Cost of goods sold             | (2,681 | ) | (2,740                      | ) | -                                  |   | -    |   | (2,681 | ) | (2,740 | ) | + 2            |  | + 6         | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|Gross profit                   | 2,579  |   | 2,645                       |   | -                                  |   | -    |   | 2,579  |   | 2,645  |   | - 2            |  | - 2         | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|as a percentage of sales       | 49     | % | 49                          | % |                                    |   |      |   | 49     | % | 49     | % |                |  |             | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|Marketing and distribution     | (909   | ) | (948                        | ) | -                                  |   | -    |   | (909   | ) | (948   | ) | +4             |  | + 6         | 
|Research and development       | (425   | ) | (458                        | ) | -                                  |   | -    |   | (425   | ) | (458   | ) | +7             |  | + 10        | 
|General and administrative     | (500   | ) | (501                        | ) | -                                  |   | -    |   | (500   | ) | (501   | ) | -              |  | - 6         | 
|Restructuring and impairment   | (348   | ) | (265                        | ) | (348                               | ) | (265 | ) | -      |   | -      |   |                |  |             | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|Operating income               | 397    |   | 473                         |   | (348                               | ) | (265 | ) | 745    |   | 738    |   | +1             |  | + 4         | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 
|as a percentage of sales       | 8      | % | 9                           | % |                                    |   |      |   | 14     | % | 14     | % |                |  |             | 
|                               |        |   |                             |   |                                    |   |      |   |        |   |        |   |                |  |             | 

As a percentage of sales, gross profit remained stable in 2002 despite the adverse effects from the strengthening of the Swiss franc and British pound sterling against the US dollar and lower U.S. dollar equivalent
prices in Brazil. At constant

46

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exchange rates gross profit would have been 0.6% higher than 2001, largely from synergy cost savings. Operating income reduced by US$76 million due to higher restructuring and impairment costs, but before restructuring
and impairment increased by 1% in 2002 to US$745 million as cost savings more than offset the impact of lower sales, and at constant exchange rates was 4% higher.

The restructuring and impairment costs in 2002 are associated with the continued implementation of the synergy programs, and in 2001 represent merger and restructuring costs associated with synergy programs, net of
mandated product divestment gains. In 2001, mandated product divestment gains were US$75 million. The restructuring programs and related costs are discussed in more detail later in this section.

Compared to 2001, marketing and distribution costs reduced by 6% at constant exchange rates, and research and development costs reduced by 10%, both primarily due to the savings associated with synergy programs.
General and administrative costs increased by 6% at constant exchange rates, largely due to the cost of projects initiated in 2002 to enhance business processes and systems; this was offset by the inclusion of exchange hedging gains of US$43
million, which are excluded from the CER variance.

Crop Protection operating income for 2002 benefited from US$23 million of gains (2001: loss US$9 million) on disposals of fixed assets. Also, a final royalty payment of US$20 million under a license agreement with
Pfizer Inc., which has now expired, was received during 2002, and is shown in General and administrative expenses. Income from this license in 2001 was US$25 million.

Seeds Operating Income

|                               |       |   |                             |   |                                    |   |      |   |      |   |      |   |                |  |             | 
|------------------------------ | ----- | - | --------------------------- | - | ---------------------------------- | - | ---- | - | ---- | - | ---- | - | -------------- |  | ----------- | 
|                               | Total |   | Restructuring andimpairment |   | Before Restructuringand impairment |   |      |   |      |  
|                               |       |   |                             |   |                                    |   |      |   |      |   |      |   |                |  |             | 
|(US$ million, except growth %) | 2002  |   | 2001                        |   | 2002                               |   | 2001 |   | 2002 |   | 2001 |   | % GrowthActual |  | % GrowthCER | 
|                               |       |   |                             |   |                                    |   |      |   |      |   |      |   |                |  |             | 
|Sales                          | 937   |   | 938                         |   | -                                  |   | -    |   | 937  |   | 938  |   | -              |  | -           | 
|Cost of goods sold             | (451  | ) | (459                        | ) | -                                  |   | -    |   | (451 | ) | (459 | ) | +2             |  | + 2         | 
|                               |       |   |                             |   |                                    |   |      |   |      |   |      |   |                |  |             | 
|Gross profit                   | 486   |   | 479                         |   | -                                  |   | -    |   | 486  |   | 479  |   | +1             |  | + 2         | 
|                               |       |   |                             |   |                                    |   |      |   |      |   |      |   |                |  |             | 
|as a percentage of sales       | 52    | % | 51                          | % | -                                  |   | -    |   | 52   | % | 51   | % |                |  |             | 
|                               |       |   |                             |   |                                    |   |      |   |      |   |      |   |                |  |             | 
|Marketing and distribution     | (237  | ) | (230                        | ) | -                                  |   | -    |   | (237 | ) | (230 | ) | - 3            |  | - 1         | 
|Research and development       | (119  | ) | (112                        | ) | -                                  |   | -    |   | (119 | ) | (112 | ) | - 6            |  | - 4         | 
|General and administrative     | (62   | ) | (66                         | ) | -                                  |   | -    |   | (62  | ) | (66  | ) | +6             |  | + 8         | 
|Restructuring and impairment   | (48   | ) | (9                          | ) | (48                                | ) | (9   | ) | -    |   | -    |   |                |  |             | 
|                               |       |   |                             |   |                                    |   |      |   |      |   |      |   |                |  |             | 
|Operating income               | 20    |   | 62                          |   | (48                                | ) | (9   | ) | 68   |   | 71   |   | - 4            |  | + 10        | 
|                               |       |   |                             |   |                                    |   |      |   |      |   |      |   |                |  |             | 
|as a percentage of sales       | 2     | % | 7                           | % |                                    |   |      |   | 7    | % | 8    | % |                |  |             | 
|                               |       |   |                             |   |                                    |   |      |   |      |   |      |   |                |  |             | 

Gross profit as a percentage of sales increased by almost 1% over 2001 due to strong growth in the high-margin Vegetables and Flowers businesses in Europe and continued cost containment initiatives in supply chain
management. Excluding restructuring and impairment and the effects of exchange rates, costs below gross profit were flat overall and the gross profit improvement generated 10% higher operating income before restructuring and impairment. Including
restructuring and impairment operating income was US$42 million lower than 2001.

Marketing and distribution expenses increased by 1% to US$237 million.

Research and development expenses increased 4% for the year, partly with increasing costs to register genetically modified products and as the business took over full control of the Orynova operation in Japan. The
Orynova operations will be restructured in 2003.

General and administrative expenses decreased in all regions, with the consolidation of non-customer facing back-office activities across the different Seeds crops contributing to the 8% reduction.

Restructuring and impairment in 2002 are cash restructuring costs related to Orynova and the South Korean business and the impairment of tangible and intangible assets, relating to South Korea and other smaller Seeds
acquisitions. Cash restructuring costs in the above total US$6 million.

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|                               |       |   |                             |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|------------------------------ | ----- | - | --------------------------- | - | ---------------------------------- |  | ---- |  | ----- | - | ----- | - | -------------- |  | ----------- | 
|                               | Total |   | Restructuring andimpairment |   | Before Restructuringand impairment |  |      |  |       |  
|                               |       |   |                             |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|(US$ million, except growth %) | 2002  |   | 2001                        |   | 2002                               |  | 2001 |  | 2002  |   | 2001  |   | % GrowthActual |  | % GrowthCER | 
|                               |       |   |                             |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|Sales                          | **-** |   | -                           |   | -                                  |  | -    |  | -     |   | **-** |   | **-**          |  | **-**       | 
|Cost of goods sold             | **-** |   | -                           |   | -                                  |  | -    |  | -     |   | **-** |   | **-**          |  | **-**       | 
|                               |       |   |                             |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|Gross profit                   | -     |   | -                           |   | -                                  |  | -    |  | -     |   | -     |   | -              |  | -           | 
|                               |       |   |                             |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|as a percentage of sales       | **-** |   | **-**                       |   |                                    |  |      |  | **-** |   | **-** |   |                |  | **-**       | 
|                               |       |   |                             |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|Marketing and distribution     | **-** |   | -                           |   | -                                  |  | -    |  | -     |   | **-** |   | **-**          |  | **-**       | 
|Research and development       | (153  | ) | (153                        | ) | -                                  |  | -    |  | (153  | ) | (153  | ) | -              |  | + 3         | 
|General and administrative     | (20   | ) | (14                         | ) | -                                  |  | -    |  | (20   | ) | (14   | ) | - 43           |  | - 30        | 
|Restructuring and impairment   | **-** |   | -                           |   | -                                  |  | -    |  | -     |   | -     |   |                |  |             | 
|                               |       |   |                             |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|Operating income               | (173  | ) | (167                        | ) | -                                  |  | -    |  | (173  | ) | (167  | ) | - 4            |  | -           | 
|                               |       |   |                             |   |                                    |  |      |  |       |   |       |   |                |  |             | 
|as a percentage of sales       | **-** |   | **-**                       |   |                                    |  |      |  | **-** |   | **-** |   |                |  |             | 
|                               |       |   |                             |   |                                    |  |      |  |       |   |       |   |                |  |             | 

Operating losses showed little change compared to 2001 as the synergy benefit in lower research costs was offset by higher spend in readying the business for commercialization.

Restructuring and Impairment

Following the formation of Syngenta on November 13, 2000, Syngenta embarked upon a plan to integrate and restructure the combined businesses in order to achieve synergies. Taken together, Syngenta expects that these
restructuring actions will result in one-time cash charges of some US$1,000 million, and annual cost savings of around US$625 million by the end of 2004. By the end of 2002, annual cost savings totaled US$362 million and cash costs totaled US$725
million.

Cost of goods sold realized savings of US$60 million in 2002 due to the restructuring of global manufacturing and supply. Further closures of manufacturing sites and technology centers were initiated during 2002, and
activities at remaining sites are being realigned for cost base optimization.

Selling, general and administration expenses realized savings of US$91 million due to additional synergy delivery and the full year effects of the integration of sales forces and administrative functions carried out in
2001.

Cost reduction in research and development reflects the continuing intersite rationalization and focusing of research activity.

In addition to the above programmes, Syngenta has initiated plans to restructure certain parts of the Seeds business, acquired before the formation of Syngenta, where performance has not been in line with expectations.
In particular, restructuring plans are in place for the South Korean Seeds business and the European cereals business. The cost of the rationalization, including impairment of tangible and intangible fixed assets acquired of US$40 million, totals
US$48 million.

Total restructuring charges in 2002 comprised US$248 million of integration, synergy and restructuring costs, US$134 million of fixed asset impairments, and US$14 million of non-cash accounting write-offs incurred in
relation to defined benefit pension plans as a direct result of restructuring initiatives. The net charge was US$396 million.

Financial Expense, Net

Financial expense, net was 24% lower than 2001. Strongly positive operating cash flows reduced debt and group financing arrangements were enhanced by centralization of debt and reduction of cash balances leading to
improved management of interest rates, increased control over credit and relationships as well as an increase in the sourcing of cost effective financing.

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Taxes

The tax rate on ongoing operations
  was 39%(1) in 2002 (2001: 42%(1)). The estimated credit
  on restructuring and impairment was 26%(1) as tax relief is not available
  for all restructuring costs, in particular the impairment of goodwill. The total
  effective tax rate was 141%, higher than the 68% recorded in 2001 mainly due
  to the higher level of restructuring charges in 2002.

During 2002, Syngenta reviewed the realizability of the net deferred tax asset related to its Brazilian Crop Protection operations to take into account the effect of the depreciation in value of the Brazilian real. As
a result, the valuation allowance against this deferred tax asset was increased by US$27 million. The effect of this charge on Syngentas effective tax rate on ongoing operations for 2002 was offset by the tax benefits associated with projects
to improve the efficiency for tax purposes of the way Syngenta conducts its operations.

Net Income and Other Supplementary Income Data

The acceleration in restructuring charges, particularly as the integration of production and research activities gathered pace, meant that a net loss of US$27 million was recorded after restructuring and impairment,
compared to a net profit of US$34 million in 2001. Excluding restructuring and impairment of US$396 million as defined in Note 2 to the Financial Highlights, net income was 19% higher than the comparable figure before restructuring and impairment
for 2001. This increase is primarily due to much reduced financing costs and the lower tax rate. Operating income before restructuring and impairment was stable compared to 2001, but 5% higher at constant exchange rates.

Other Information

Foreign Operations and Foreign Currency Transactions

Syngentas subsidiaries use their local currency as their functional currency for accounting purposes except where the use of a different currency more fairly reflects their actual circumstances.

The Argentine peso is the functional currency of Syngentas subsidiaries in Argentina. In February 2002, the government in Argentina announced several reforms intended to stabilize the economic environment. These
included redenominating all outstanding receivables denominated in U.S. dollars into Argentine pesos. This affected Syngentas currency exposure profile. In response to this, Syngenta applied additional credit restrictions and altered local
financing arrangements to reduce further its exposure to peso currency risk. Future exchange rates for the peso and future government actions remain uncertain and Syngenta is not able to estimate their effects.

The Brazilian real is the functional currency of Syngentas subsidiaries in Brazil. During 2002 and 2001, the Brazilian real devalued significantly against the U.S. dollar whereas during 2003, it significantly
appreciated in value. To reduce its exposure to risks associated with the real, Syngenta has altered local financing arrangements, applied credit restrictions to customers and has fully hedged its balance sheet exposure using currency derivatives.
Sales to customers in Brazil must be invoiced in Brazilian real to meet legal requirements. The extent to which sales prices in Brazilian real can be increased to offset the effect of any further devaluation remains uncertain. Syngenta is not able
to estimate the effect of any further devaluation of the Brazilian real on operating income in future periods.

Liquidity and Capital Resources

Syngentas principal sources of liquidity consist of cash generated from operations and third party debt available through unsecured non-current bonds, commercial paper and credit facilities. Syngenta reported
cash and cash equivalents on December 31, 2003, 2002 and 2001 of US$206 million, US$232 million and US$288 million respectively. At December 31, 2003, 2002 and 2001, Syngenta had current financial debts of US$749 million, US$1,207 million and
US$1,420 million respectively, and non-current financial debts of US$1,017 million, US$925 million and US$1,116 million, respectively.

---

|(1) | This measure is defined/reconciled to GAAP measures in Appendix A of this section.
|--- | ----------------------------------------------------------------------------------

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Capital Markets and Credit Facilities

Funds for Syngentas
  working capital needs were available during the year from a committed, revolving,
  multi-currency, syndicated credit facility of US$2,500 million (the Credit
  Facility) that matures in 2005. As of December 31, 2003 Syngenta had no
  borrowings under the Credit Facility. On June 20, 2003 Syngenta signed a US$2
  billion Euro Medium Term Note (EMTN) program to enhance flexibility in managing
  the groups debt structure. There were no issues of Notes from the program
  in 2003. The companys policy is to maintain flexibility in its funding
  by accessing the capital markets and by maintaining a committed bank facility,
  local bank facilities and commercial paper program. The cost of borrowing from
  these facilities is related to the cost of borrowing on the London and European
  inter-bank markets, and Syngentas credit rating.

On July 10, 2001, Syngenta
  issued €800 million 5-year Eurobonds with a coupon rate of 5.5% and €350
  million 2-year Floating Rate Notes in replacement of banking facilities. The
  Floating Rate Notes matured in July 2003. On December 15, 2000, Syngenta entered
  into a US$2,500 million Global Commercial Paper program. As at December 31,
  2003, Syngenta has a total of US$518 million of Commercial Paper in issue comprising
  both Euro Commercial Paper and US$ Commercial Paper.

Management is of the opinion that the funding available to it from these sources will be sufficient to satisfy its working capital, capital expenditure and debt service requirements for the foreseeable future,
including cash expenditure relating to restructuring programs. Current and non-current financial debts contain only general and financial default covenants, with which Syngenta is in compliance.

Commitments for capital expenditure at December 31, 2003 are US$30 million.

Financial Results

The following table sets out certain information about the cash flow for each of the periods indicated:

|                                               |                         |   |      |   |      |  
|---------------------------------------------- | ----------------------- | - | ---- | - | ---- | -
|                                               | Year ended December 31,
|(US$ million)                                  | 2003                    |   | 2002 |   | 2001 |  
|                                               |                         |   |      |   |      |  
|Cash flow from operating activities            | 799                     |   | 802  |   | 548  |  
|Cash flow from/(used for) investing activities | (237                    | ) | (260 | ) | (122 | )
|Cash flow from/(used for) financing activities | (634                    | ) | (607 | ) | (868 | )
|                                               |                         |   |      |   |      |  

Cash Flow from Operating Activities

2003 Compared to 2002

With higher operating income and lower net financial expense and tax payments in 2003, and without the additional voluntary pension contributions made in 2002, 2003 cash flow from operating activities was at similar
levels to that of 2002, despite a slowing in working capital reduction from the rapid rate achieved in 2002.

In order to improve the tax efficiency of expense related to US post retirement healthcare plans, Syngenta funded US$50 million in 2003 into a legally separate medical Trust for the benefit of its employees. The
healthcare plans had previously been unfunded. Any contributions made in future years are expected to be significantly smaller in amount. There are no statutory funding requirements and all contributions to the Trust are discretionary.

2002 Compared to 2001

In 2002, cash flow from operating activities totalled US$802 million, an increase of US$254 million compared to 2001. This increase reflects improved working capital ratios and is after US$135 million of voluntary
additional pension contributions, which were made to improve the funded status of defined benefit pension funds which have been adversely affected by falling equity prices.

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Cash Flow from/(used for) Investing Activities

2003 Compared to 2002

Cash flow used for investing activities decreased from US$260 million in 2002 to US$237 million in 2003. The cash outflow is derived from US$221 million of capital expenditures and investments of US$87 million, net of
proceeds from disposals of US$71 million.

Syngenta continues to make investments in the form of new and improved property, plant and equipment. Capital expenditures for the years ended December 31, 2003, 2002 and 2001 were US$221 million, US$165 million and
US$253 million respectively. Due to the site and asset rationalization program following the merger, capital expenditures have been less than depreciation through the period.

Other significant 2003 investment expenditures include US$29 million for the partial buyout of the minority interest in India and US$32 million paid in advance on a purchasing contract for a key intermediate in the
manufacture of ACANTO®.

Cash proceeds from asset disposals totaled US$71 million in 2003. Proceeds from business divestments of US$14 million derived mainly from the sale of the herbicide EPTC. The remaining proceeds are attributable to sales
of tangible fixed assets of US$36 million, which includes US$13 million from the sale of the Fernhurst site in the UK, and sales of intangible and financial fixed assets of US$21 million.

2002 Compared to 2001

In 2002, cash flow used for investing activities increased by US$138 million from 2001, totalling US$260 million. The cash outflow is derived from US$165 million of capital expenditures and investments of US$166
million, net of proceeds from disposals of US$71 million.

Expenditure on new and improved property, plant and equipment decreased from US$253 million in 2001 to US$165 million in 2002.

In 2001 an investment was made to obtain worldwide, exclusive product rights to the insecticide,thiamethoxam, and the payment of
US$120 million was made in 2002. Other investment expenditures related mainly to software licenses.

Business divestment proceeds in 2002 decreased to US$11 million, derived mainly from the sale of the selective herbicide,racer,
compared to divestment proceeds of US$195 million in 2001. Other proceeds are from the sale of fixed assets.

Cash Flow from/(used for) Financing Activities

2003 Compared to 2002

In 2003, cash flow used for financing activities increased to US$634 million from US$607 million in 2002. Dividends paid in 2003 of US$69 million increased from US$54 million in 2002. The net change in cash and cash
equivalents was an outflow of US$26 million compared to US$56 million in 2002. Cash flow from operating activities was primarily used to repay financial debt.

2002 compared to 2001

In 2002, cash flow used for financing activities included dividends paid of US$54 million and decreased by US$261 million to US$607 million. The net change in cash and cash equivalents was an outflow of US$56 million
compared to US$468 million in 2001. Cash flow from operating activities was primarily used to repay financial debt.

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Research and Development

Syngenta has major research centers in Basel, Switzerland; Jealotts Hill, England; and Triangle Park, North Carolina, United States.

There are two principal elements to Syngenta research. The first is to develop new products and technologies. The second is to support existing products: extending their uses, improving their performance and monitoring
their long-term environmental profile and safety.

To enable the development of safe and effective solutions which enhance sustainable farming systems, Syngenta organizes its R&D activities around five core technology programs: Genomics; Discovery; Crop Protection
Research; Crop Genetics Research; and Health Assessment and Environmental Safety. These are closely integrated to increase the overall capacity, to discover new active ingredients and provide practical routes to novel crop varieties.

Syngenta development scientists work to establish the biological potential of lead research compounds, obtain product registrations and bring plant varieties to the market that meet the needs of farmers, as well as
their customers in the food supply chain.

Development involves extensive field tests as part of the health and environmental safety evaluation to ensure that products meet rigorous standards around the world. Development activities also include the improvement
of production processes for new active ingredients and formulations.

In Seeds, new varieties and hybrids are developed using a number of advanced breeding methods, including marker-assisted breeding, together with conventional skills that improve the success rate of breeding programs.

This year has seen a continuation of the program of streamlining and restructuring across the various R&D sites. Following the completion of the research agreement with Diversa Corporation announced in December
2002, Syngenta closed the Torrey Mesa Research Institute in La Jolla, California. Each site now has a unique role and defined scientific expertise and resource. Implementation of this simplified structure gives an increased focus on research output.

Activities are now focused in key sites in Switzerland, the United Kingdom and the United States:

- Basel and Stein (Switzerland): Crop protection research
- Jealotts Hill and Central Toxicology Laboratory (UK): Discovery and bio-performance research; regulatory studies and toxicology
- Syngenta Biotechnology, Inc. (United States): Crop genetics research and genomics

The total spent on research and development was US$727 million in 2003, US$697 million in 2002 and US$723 million in 2001.  At constant exchange rates expenditure on research and development was US$29 million lower in
2003 than 2002.  Syngentas investment in genomics underpins all of the product outputs and the increasing emphasis on integrated crop solutions is leading to converging research goals and programmes across seeds, chemicals and traits.
Attribution of research and development costs for 2003 was US$454 million for Crop Protection, US$127 million for Seeds and US$146 million for Plant Science, including crop traits introduced through biotechnology.

In addition to Syngentas own research and development efforts, Syngenta has also entered into a number of alliances and research and development agreements.

There are no off-balance sheet financing transactions associated with research and development activity.

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Contractual Obligations, Commitments and Contingent Liabilities

At December 31, 2003, Syngenta had the following contractual obligations to make future payments in the following periods:

|                                   |                                          |  |       |  |                        |  |             |  |             |  |                  | 
|---------------------------------- | ---------------------------------------- |  | ----- |  | ---------------------- |  | ----------- |  | ----------- |  | ---------------- | 
|                                   |                                          |  |       |  | Payments due by period |  |             | 
|US$ million                        | Notes to thefinancialstatementsreference |  | Total |  | Less than 1 year       |  | 1  3 years |  | 3  5 years |  | More than 5years | 
|                                   |                                          |  |       |  |                        |  |             |  |             |  |                  | 
|Financial debt                     | 20                                       |  | 1,766 |  | 749                    |  | 1,014       |  | 2           |  | 1                | 
|Interest on financial debt         |                                          |  | 138   |  | 55                     |  | 83          |  | -           |  | -                | 
|Operating lease payments           | 29                                       |  | 61    |  | 14                     |  | 17          |  | 9           |  | 21               | 
|Unconditional purchase obligations | 29                                       |  | 474   |  | 131                    |  | 167         |  | 120         |  | 56               | 
|Long-term research agreements      | 29                                       |  | 129   |  | 40                     |  | 62          |  | 26          |  | 1                | 
|Other long-term commitments        | 29                                       |  | 25    |  | 17                     |  | 4           |  | 4           |  | -                | 
|                                   |                                          |  |       |  |                        |  |             |  |             |  |                  | 
|                                   |                                          |  | 2,593 |  | 1,006                  |  | 1,347       |  | 161         |  | 79               | 
|                                   |                                          |  |       |  |                        |  |             |  |             |  |                  | 

A significant portion of financial debt bears interest at a variable rate. The amount of this financial debt was US$754 million at December 31, 2003. The interest payments on this debt have not been included in the
above table as they are variable rate and are therefore not capable of being described accurately as commitments.

The supply agreements for
  materials which give rise to the unconditional purchase obligations are entered
  into by Syngenta to ensure availability of materials which meet the specifications
  required by Syngenta. Where suppliers have made significant capital investment,
  these agreements generally provide for Syngenta to pay penalties in the event
  that it were to terminate the agreements before their expiry dates.

The rules of Syngentas main Swiss defined benefit pension fund commit Syngenta to contributing a fixed percentage of employees pensionable pay to the fund. Under the regulations which apply to
Syngentas main UK defined benefit pension fund, Syngenta must commit to pay contributions according to a schedule which it agrees in advance with the Trustees. The existing schedule requires payment based on a percentage of pensionable pay,
plus a fixed amount over a fixed number of years to eliminate the deficit in the fund. This schedule is being revised in 2004 to take account of the statutory actuarial valuation which was carried out in 2003. The expected contributions payable by
Syngenta in 2004 to meet its commitments under the above arrangements are included in the amount of US$170 million given in the additional U.S. GAAP disclosures for employee benefit plans in Note 33 to the consolidated financial statements. Because
both commitments are expressed partly or wholly as fixed percentages of pensionable pay, and not, or not completely, as fixed amounts, they have not been included in the above table.

Off-Balance Sheet Arrangements

Syngenta had no off-balance sheet arrangements as at December 31, 2003, other than the above contractual obligations, commitments and contingent liabilities, and the off-balance sheet financing described in Note 31 to
the financial statements. Syngenta has no unconsolidated special purpose entities that are likely to create material contingent obligations.

Variable Interest Entities (VIEs)

Syngenta had no significant VIEs as at December 31, 2003, other than as disclosed in Note 33 to the financial statements.

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U.S. GAAP

Syngentas financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), which differ in certain significant respects from U.S. GAAP. Note 33 of the consolidated
financial statements describes in detail the amount and nature of these differences.

For the year ended December 31, 2003, net income was US$268 million in accordance with IFRS, and US$262 million in accordance with U.S. GAAP. The major reconciling items were:

- U.S. GAAP net income was US$43 million higher compared to IFRS in respect of Zeneca agrochemicals purchase accounting, and US$17 million higher in respect of other acquisitions, because goodwill is amortized for
IFRS, but not for U.S. GAAP, in accordance with SFAS. No. 142.
- U.S. GAAP net income was US$84 million lower compared to IFRS in respect of Ciba-Geigy purchase accounting. This mainly represents the amortization of Ciba-Geigy intangible assets, which were recorded at fair
value for U.S. GAAP under purchase accounting, but not recorded for IFRS under uniting of interests accounting.
- U.S. GAAP net income was US$36 million higher compared to IFRS due to the use of different tax rates to measure the deferred tax effect of unrealized profit eliminated from inventories. The tax effect for IFRS
is based on the tax rates of the countries where the inventories are currently held, whereas for U.S. GAAP it is based on the tax rates of the countries where the unrealized profit was originally recorded. In 2003, the mix of countries holding the
inventories changed, while the mix of countries recording profit remained comparable with 2002. This led to the reversal of the U.S. GAAP tax rate reconciling difference recorded in previous years reconciliations.
- U.S. GAAP net income was US$32 million higher compared to IFRS in respect of restructuring costs. SFAS No. 146 requires that where redundant employees are retained for longer than a minimum period, termination
costs and provisions are recognized ratably over the employees remaining service, whereas for IFRS they are recognized as soon as the affected employees have a valid expectation of receiving termination payments. The costs of US$32 million
will be recognized for U.S. GAAP in future periods, as the employees complete their remaining service.
- U.S. GAAP net income was US$41 million lower compared to IFRS in respect of taxes. This figure includes a US$54 million reduction in estimated tax expense relating to the acquired Zeneca agrochemicals business
for periods prior to acquisition. These adjustments are included in net income for IFRS, which does not permit further purchase accounting adjustments for these items. For U.S. GAAP, these amounts have been adjusted against purchase accounting and
not included in net income.

For the year ended December 31, 2003, Syngenta recorded a debit to shareholders equity of US$75 million (2002 : US$94 million: 2001 : nil) to record the additional minimum pension liability required by SFAS No.
87. SFAS No. 87 requires that pension provisions be at least equal to any funded deficit of a pension plan calculated on an accumulated benefit (ABO) basis, which assumes that pensionable pay and pensions in payment remain at their levels at the
reporting date. The falls in equity prices in 2001 and 2002, combined with reductions in discount rates caused by falls in the yields of the corporate bonds used as benchmarks for the discount rate assumption in accordance with SFAS No. 87, have
resulted in a reported ABO basis deficit for Syngentas main pension plans in the United Kingdom and the United States.

For the year ended December 31, 2002, the net loss under IFRS was US$27 million, compared to a net loss of US$165 million under U.S. GAAP.

For the year ended December 31, 2002, goodwill continued to be amortized under IFRS, but for U.S. GAAP Syngenta adopted the impairment-only goodwill accounting method required by SFAS 142. Goodwill amortization of
US$53 million charged under IFRS was therefore added back in calculating U.S. GAAP net income. U.S. GAAP net income was, however, reduced compared to IFRS net income by the amortization and impairment of intangible assets recognized for Crop
Protection product rights on acquisition of Ciba-Geigy in December 1996. As mentioned above, this business combination was accounted for as a uniting of interests under IFRS. Therefore, no intangible assets were recognized for IFRS when the business
combination occurred, and consequently no amortization or impairment was charged to IFRS net income in 2002 in respect of these assets. An impairment charge of US$83 million was recorded in respect of these product rights under U.S. GAAP as the
result of rationalization of the Crop Protection product portfolio, which, following the creation of Syngenta, includes the former Zeneca product range.

54

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The process and method of testing goodwill for impairment under IFRS and U.S. GAAP are different. Under IAS 36, goodwill must be allocated for impairment testing purposes to the lowest level of asset group for which
identifiable cash flows exist. Under U.S. GAAP, SFAS 142 requires goodwill to be tested for impairment at the reporting unit level. A reporting unit represents an operating segment or component thereof, but economically similar components must be
aggregated. Syngenta has carried out the impairment test at the total Crop Protection and Seeds level. As the fair value of the Seeds segment as a whole exceeds the carrying amount of its net assets, no impairment to goodwill arises under SFAS 142.
Therefore, impairment of US$23 million charged to IFRS net income in 2002, in respect of goodwill allocated to Seeds operations, was added back in determining U.S. GAAP net income.

The criteria for recording
  impairment losses on available-for-sale financial assets are also different
  in IFRS and U.S. GAAP. Syngenta has equity shareholdings in certain publicly
  quoted companies which are shown at market value within non-current financial
  assets in the balance sheet, and classified as available-for-sale under IAS
  39 and SFAS 115. Syngenta reports changes in fair value of available-for-sale
  financial assets in shareholders equity. Under IAS 39, where an entity
  has chosen to report changes in fair value of available-for-sale financial assets
  in shareholders equity, it continues to do so even if the market value
  of an asset falls below cost, unless impairment is objectively evidenced by
  events such as default, bankruptcy or significant financial difficulty of the
  investee occurring or becoming probable. These events have not occurred or become
  probable in respect of any available-for-sale assets held by Syngenta. Syngenta
  has no intention to dispose of these assets at the present time and accordingly,
  no impairment has been recorded for IFRS. However, under SFAS 115 as interpreted
  by SAB 59, impairment is recorded when there is a decline which is other than
  temporary in the value of an available-for-sale security with a readily determinable
  fair value, unless there is objective evidence that the asset can be realized
  in the near term at a value in excess of its current market price. The market
  value of certain of these shareholdings has declined below their original cost
  in line with general stock market trends. Therefore, Syngenta recorded an impairment
  of US$53 million in 2002 U.S. GAAP net income in relation to these assets. Syngenta
  judges whether a decline in value is temporary based on the length of time that
  market value has been below original cost, having regard to published SEC staff
  guidance and on the reasons for the decline in value.

For the year ended December 31, 2001, net income under IFRS was US$34 million, compared to a net loss of US$(247) million under U.S. GAAP. The main reasons for the difference were differences in the application and
incidence of purchase accounting between IFRS and U.S. GAAP, which caused differences to arise on both the purchase accounting for Zeneca agrochemicals business and on other acquisitions.

For the year ended December 31, 2001, the net difference in pre-tax income arising between the IFRS and U.S. GAAP treatments of the purchase accounting for Zeneca agrochemicals business was US$(288) million. The main
items causing the difference include the accounting treatment of assembled workforce, in-process research and development, restructuring charges and the adjustment of fair values. The purchase price for Zeneca agrochemicals business was allocated at
December 31, 2000 on a preliminary basis, and the allocation was finalized during 2001, as explained in detail in Note 33 of the consolidated financial statements. Under IAS 22, information arising in the post-acquisition allocation period which
gives additional evidence as to the fair value of assets and liabilities at the acquisition date is required to be used for the purposes of adjusting fair values at the acquisition date. However, under U.S. GAAP, additional conditions must be
fulfilled in order for such information to result in an adjustment to the purchase price allocation. If these conditions are not met, the changes must be recognized in the income statement.

The most significant of the purchase accounting differences arising in 2001 on the acquisition of Zeneca agrochemicals business was the adjustment to the carrying values of certain intangible assets and property, plant
and equipment, which gave rise to an adjustment to fair values required under IAS 22, but to an impairment loss of US$(282) million for U.S. GAAP under SFAS 121.

For the year ended December
  31, 2001, the net difference in pre-tax income arising between the IFRS and
  U.S. GAAP treatments of the purchase accounting for other acquisitions was US$(141)
  million. This difference mainly arises because the accounting treatment for
  the 1996 merger of Sandoz and Ciba-Geigy under IFRS is different from the accounting
  treatment under U.S. GAAP. For IFRS purposes, the merger was accounted for as
  a uniting of interests, however, for U.S. GAAP the merger does not meet all
  of the required conditions of Accounting Principles Board Opinion No. 16 for
  a pooling in interests and therefore is accounted for as a purchase. In 2001
  Syngenta reviewed the recoverability of intangible assets related to marketed
  products assumed in the Ciba-Geigy business combination reported within the
  Crop Protection segment, as part of the product range rationalization process
  following the acquisition of Zeneca agrochemicals business. The most significant
  items within the US$(141) million include (i) the U.S. GAAP amortization of
  the fair values arising from the Ciba Geigy purchase accounting, (ii) an impairment
  loss of US$16 million, which was recognized in 2001 pursuant to SFAS 121 in
  U.S. GAAP net income in respect of a certain product, and (iii) a divestment
  gain recognized under IFRS that has been reduced under U.S. GAAP, by US$21 million,
  to adjust the U.S. GAAP carrying value previoulsy

55

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attributed to a divested
  product. The incremental difference in deferred tax expense of US$136 million
  under U.S. GAAP is primarily related to the income tax benefit arising on the
  purchase accounting adjustments mentioned above.

Critical Accounting Policies

Note 2 of the consolidated financial statements describes Syngentas accounting policies in detail. The application of many of these policies necessarily requires judgement to best reflect the commercial substance
of underlying transactions. Syngenta has determined that four of its accounting policies can be considered critical, in that significant management judgement is required to determine various assumptions underpinning their application in
the consolidated financial statements, which, under different conditions, could lead to material difference in these statements. A description of each of these four policies follows:

Adjustments for Doubtful Receivables

Trade and other accounts receivable are reported net of adjustments for doubtful receivables, often referred to as bad debts. Syngenta is a geographically diverse group, serving a customer base in all
significant agricultural areas across the world, and with subsidiary companies in 50 countries. Credit terms offered to customers often reflect the crop cycle, particularly where local bank financing may be scarce, and full payment from customers
can be dependent upon a good harvest yield. Collection can also be affected by the level of inventory in the distribution channel. Syngenta is therefore exposed to a broad range of political and economic risks which can affect prompt and full
recoverability of trade receivables. Considerable management effort is consequently spent in actively managing and mitigating these risks.

Syngenta determines the level of doubtful receivables to be provided for by critically analyzing the receivables accounts on an individual basis, taking into account historical levels of recovery and any changes in the
economic and political environment in relevant countries.

Environmental Provisions

Syngenta makes provisions for environmental liabilities by assessing the likely non-recurring remediation costs where there is an obligation to clean-up contamination. For a provision to be recorded, it must be
probable that an expense or remediation work will be required and the costs can be estimated within a reasonable range of possible outcomes. The costs are based on currently available facts, technology expected to be available at the time of the
clean up, laws and regulations presently or virtually certain to be enacted and previous experience in remediation of contaminated sites.

When an obligation is first identified to clean-up one of Syngentas manufacturing sites, the costs are typically spread over an extended period into the future. The assumptions that Syngenta uses in relation to
the extent of the clean-up required and the method used to clean-up the identified contamination may change significantly during the clean-up period. The environmental provisions can therefore change significantly, particularly where there is a
major change in environmental legislation in a country where Syngenta has significant manufacturing assets. Currently Syngentas most significant manufacturing assets are located in Switzerland, the United Kingdom, and the United States. As a
consequence of the inherent uncertainties in estimating future obligations, Syngenta will, as appropriate, supplement internal expertise with external expertise to help determine what provisions should be recorded in the consolidated financial
statements.

Impairment

Syngenta carries out reviews of tangible and intangible assets on an annual basis to determine whether events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If any
such indication exists, the recoverable amount of the asset is estimated as either the higher of net selling price or value in use; the resultant loss (the difference between the carrying value and recoverable amount) is recorded as a charge in the
consolidated income statement. The value in use is calculated as the present value of estimated future cash flows expected to result from the use of assets and their eventual disposal proceeds. In order to calculate the present value of estimated
future cash flows Syngenta uses a discount rate based on our estimated weighted average cost of capital, together with any risk premium determined appropriate. Estimated future cash flows used in the impairment calculations represent
managements best view of likely future market conditions and current decisions on the use of each asset or asset group. Actual future cash flows may differ significantly from these estimates, due to the effect of changes in market conditions
or to subsequent decisions on the use of assets. These differences may have a material impact on the asset values, impairment, depreciation and amortization expense reported in future periods.

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(i) Intangible Assets: Product Rights

In determining the value in use of product rights it is necessary to make a series of assumptions to estimate future cash flows. The main assumptions include future sales prices and volumes, the future development
expenditure required to maintain the products marketability and registration in the relevant jurisdictions and the products life. These assumptions are reviewed annually as part of managements budgeting and strategic planning
cycles. The assumptions can be subject to significant adjustment from such factors as changes in crop growing patterns in major markets (perhaps as a result of movements in crop prices), changes in the product registration, or as a result of
pressure from competitor products.

(ii) Tangible Assets: Property, Plant and Equipment

The value in use of Syngentas property plant and equipment is determined by linking assets or a group of assets to identifiable cash flows, which are then reviewed in a manner similar to that described above for
product rights. Major assumptions include sales prices and volumes of products manufactured by the identified property, plant and equipment, and its useful life. For impairments of property, plant and equipment which is to be abandoned, the
calculation takes account of cash flows from the remaining period of operations and decommissioning costs.

Defined Benefit Pensions

The assumptions used to measure the expense and liabilities related to Syngentas defined benefit pension plans are reviewed annually by professionally qualified, independent actuaries and by Syngenta management.
The measurement of the expense for a period requires judgement with respect to the following matters, among others:

|(i)   | the probable long-term rate of increase in pensionable pay;                                                                                                                               
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii)  | the probable average future service lives of employees;                                                                                                                                   
|(iii) | the probable life expectancy of employees;                                                                                                                                                
|(iv)  | the mix of investments in funded pension plans in the period;                                                                                                                             
|(v)   | the expected future rate of return on the investments in funded pension plans, and how that rate will compare with the market rates of return which were observed in past economic cycles.

The assumptions used by Syngenta may differ materially from actual results, and these differences may result in a significant impact on the amount of pension expense recorded in future periods. As allowed by IAS 19,
  Syngenta amortizes actuarial gains and losses which fall outside the 10% corridor, over the average future service lives of employees. Under this method, major changes in assumptions, and variances between assumptions and actual results, may affect
  reported earnings over several future periods rather than one period, while more minor variances and assumption changes may be offset by other changes and have no direct effect on reported earnings. In the opinion of Syngenta, the use of the
  corridor method is appropriate in view of the long-term nature of defined benefit pension provisions and the significant degree of estimation required to measure pension expense. At December 31, 2003, unrecognized actuarial losses were US$517
  million and estimated amortization expense for 2004 is US$14 million (2002: US$605 million and actual 2003 amortization expense was US$25 million).

The expected return on assets
  assumed by Syngenta in measuring pension expense for funded pension plans takes
  account of the actual mix of assets held in the plans, and is developed with
  input from Syngentas actuaries based on their review of expected returns
  for each class of assets. Comparisons to expected returns used by peer companies
  is also considered. In 2002 and 2003 the proportion of equity securities in
  the mix of assets held by plans sponsored by Syngenta reduced significantly
  as a result of investment policy decisions. This has led to lower rates of return
  being assumed, because long-term rates of return on equities are generally higher
  than those on bonds and other investments held. Further details of employee
  benefits are provided in Note 26 to the consolidated financial statements.

57

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Effect of New Accounting Pronouncements

IFRS are undergoing a process of revision with a view to increasing harmonization of accounting rules internationally. Proposals to issue new standards, unpublished at December 31, 2003, on share based compensation,
business combinations, employee benefits, revenue recognition, and other topics may change existing standards, and may therefore affect the accounting policies applied by Syngenta in future periods. Transition rules for these potential future
changes may require Syngenta to apply them retrospectively to periods before the date of adoption of the new standards. The effect of new accounting pronouncements which were adopted by Syngenta during 2003, or which have been issued but are not yet
in force, is described in Note 34 to the consolidated financial statements.

Recent Developments

Note 35 to the consolidated financial statements provides details of events which occurred between the balance sheet date and the date on which these consolidated financial statements were approved by the Board of
Directors (February 10, 2004) that would require adjustment to or disclosure in the consolidated financial statements.

On February 11, 2004 Syngenta announced an operational efficiency program. This new program is expected to deliver annual cost savings of US$300 million by 2008. It will include the relocation of assets to lower cost
regions, a further reduction of the asset base, an increase in the globalization of purchasing and the outsourcing of some administrative processes. The total cash cost is expected to be around US$500 million over five years; the non-cash charge
will be around US$350 million. Separately, on the same date, Syngenta announced that, as part of this program, two manufacturing sites, one in Switzerland and one in the United States, were to close in the period 2006-2007 and a further two sites
were to be rationalized. Production from these sites will be relocated. Estimated costs related to these announcements are included in the totals above. In addition, it was subsequently announced that the rules of Syngentas Swiss pension plan
will be amended with effect from April 1, 2004. Whilst the plan will continue to be accounted for as a defined benefit plan after the change, the changes will result in an increased sharing of the risks with the employee members against an estimated
US$65 million one time transition charge which will be recognised as an expense in 2004. The change will reduce the pension expense related to early retirement in 2005 and future years and will reduce Syngentas exposure to pension fund
investment returns. The transition charge will have no direct effect on Syngentas cash flow, and is included within the US$350 million estimated non-cash charge associated with the operational efficiency program.

Since the formation of the
  company, Syngenta has held treasury shares purchased as part of the merger agreement.
  At December 31, 2003, Syngenta held 10.9 million treasury shares. On February
  10, 2004, Syngenta sold 4.5 million of these treasury shares and at the same
  time bought an equity instrument over the same number of Syngenta shares. The
  equity instrument is generally equivalent to a low exercise price call option
  over the same number of Syngenta shares and enables Syngenta to substantially
  reduce share price risk prior to repurchasing the same number of shares in 2005.
  This transaction provides Syngenta with more flexibility in managing its balance
  of treasury shares. Syngenta plans to purchase an equivalent number of shares
  after opening a second trading line which enables them to be proposed for cancellation
  at the 2005 Annual General Meeting (AGM) of the shareholders in a tax-efficient
  manner.

Future Prospects

For 2004, early signs of stabilization in the Crop Protection market point to a more favorable environment. Final delivery of the merger synergies and further reductions in the tax rate are expected to enhance net
income excluding restructuring and impairment, but recognition of provisions and asset impairments in 2004 associated with the operational efficiency program will reduce reported net income. The sale of 4.5 million treasury shares noted above will
lead to a temporary dilution of basic and fully-diluted earnings per share for the period until the shares are repurchased.

Cash expenditure on the US$1 billion integration synergy program will continue in 2004, together with initial spend on the operational efficiency program. However, cash flow from operating activities is expected to
remain strong. As a result, the Board is recommending a doubling of the dividend to CHF 1.70 per share, to be paid by way of a nominal par value reduction, subject to shareholder approval at the AGM on April 27, 2004. In addition, the Board has
approved a share repurchase program which, in conjunction with a progressive dividend policy, is projected to lead to more than US$800 million being returned to shareholders over the next three years.

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Appendix A

RECONCILIATION OF NON-GAAP MEASURES TO EQUIVALENT GAAP MEASURES

For improved clarity, we are providing definitions of non-GAAP measures and, where necessary, reconciliations of non-GAAP measures to the appropriate GAAP measure.

Reconciliation of Net Income Excluding Restructuring and Impairment (Non-GAAP Measure) to Total Net Income (GAAP measure)

|                                                 |       |   |                             |   |                                    |  
|------------------------------------------------ | ----- | - | --------------------------- | - | ---------------------------------- | -
|(US$ million)                                    | Total |   | Restructuring andimpairment |   | Before Restructuringand impairment |  
|                                                 |       |   |                             |   |                                    |  
|2003                                             |       |   |                             |   |                                    |  
|Operating income                                 | 546   |   | (163                        | ) | 709                                |  
|Income/(loss) from associates and joint ventures | (1    | ) | -                           |   | (1                                 | )
|Financial expense, net                           | (134  | ) | -                           |   | (134                               | )
|                                                 |       |   |                             |   |                                    |  
|Income before taxes and minority interests       | 411   |   | (163                        | ) | 574                                |  
|Income tax expense                               | (139  | ) | 68                          |   | (207                               | )
|Minority interests                               | (4    | ) | -                           |   | (4                                 | )
|                                                 |       |   |                             |   |                                    |  
|Net income                                       | 268   |   | (95                         | ) | 363                                |  
|                                                 |       |   |                             |   |                                    |  
|Tax rate                                         | 34    | % | 42                          | % | 36                                 | %
|                                                 |       |   |                             |   |                                    |  
|Number of shares (millions)                      | 102   |   |                             |   | 102                                |  
|                                                 |       |   |                             |   |                                    |  
|Basic earnings per share                         | 2.64  |   |                             |   | 3.57                               |  
|Diluted earnings per share                       | 2.63  |   |                             |   | 3.56                               |  
|                                                 |       |   |                             |   |                                    |  



|                                                 |       |   |                             |   |                                    |  
|------------------------------------------------ | ----- | - | --------------------------- | - | ---------------------------------- | -
|(US$ million)                                    | Total |   | Restructuring andimpairment |   | Before Restructuringand impairment |  
|                                                 |       |   |                             |   |                                    |  
|2002                                             |       |   |                             |   |                                    |  
|Operating income                                 | 244   |   | (396                        | ) | 640                                |  
|Income/(loss) from associates and joint ventures | (7    | ) | -                           |   | (7                                 | )
|Financial expense, net                           | (188  | ) | -                           |   | (188                               | )
|                                                 |       |   |                             |   |                                    |  
|Income before taxes and minority interests       | 49    |   | (396                        | ) | 445                                |  
|Income tax expense                               | (70   | ) | 104                         |   | (174                               | )
|Minority interests                               | (6    | ) | -                           |   | (6                                 | )
|                                                 |       |   |                             |   |                                    |  
|Net income                                       | (27   | ) | (292                        | ) | 265                                |  
|                                                 |       |   |                             |   |                                    |  
|Tax rate                                         | 141   | % | 26                          | % | 39                                 | %
|                                                 |       |   |                             |   |                                    |  
|Number of shares (millions)                      | 102   |   |                             |   | 102                                |  
|                                                 |       |   |                             |   |                                    |  
|Basic and diluted earnings/(loss) per share      | (0.26 | ) |                             |   | 2.61                               |  
|                                                 |       |   |                             |   |                                    |  

|                                                 |       |   |                             |   |                                    |  
|------------------------------------------------ | ----- | - | --------------------------- | - | ---------------------------------- | -
|(US$ million)                                    | Total |   | Restructuring andimpairment |   | Before Restructuringand impairment |  
|                                                 |       |   |                             |   |                                    |  
|2001                                             |       |   |                             |   |                                    |  
|Operating income                                 | 365   |   | (277                        | ) | 642                                |  
|Income/(loss) from associates and joint ventures | (5    | ) | -                           |   | (5                                 | )
|Financial expense, net                           | (249  | ) | -                           |   | (249                               | )
|                                                 |       |   |                             |   |                                    |  
|Income before taxes and minority interests       | 111   |   | (277                        | ) | 388                                |  
|Income tax expense                               | (76   | ) | 88                          |   | (164                               | )
|Minority interests                               | (1    | ) | -                           |   | (1                                 | )
|                                                 |       |   |                             |   |                                    |  
|Net income                                       | 34    |   | (189                        | ) | 223                                |  
|                                                 |       |   |                             |   |                                    |  
|Tax rate                                         | 68    | % | 32                          | % | 42                                 | %
|                                                 |       |   |                             |   |                                    |  
|Number of shares (millions)                      | 101   |   |                             |   | 101                                |  
|                                                 |       |   |                             |   |                                    |  
|Basic and diluted earnings per share             | 0.34  |   |                             |   | 2.20                               |  
|                                                 |       |   |                             |   |                                    |  

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|                                                 |       |   |                             |   |                                    |  
|------------------------------------------------ | ----- | - | --------------------------- | - | ---------------------------------- | -
|(US$ million)                                    | Total |   | Restructuring andimpairment |   | Before Restructuringand impairment |  
|                                                 |       |   |                             |   |                                    |  
|2000                                             |       |   |                             |   |                                    |  
|Operating income                                 | 1,000 |   | 456                         |   | 544                                |  
|Income/(loss) from associates and joint ventures | (1    | ) |                             |   | (1                                 | )
|Financial expense, net                           | (85   | ) |                             |   | (85                                | )
|                                                 |       |   |                             |   |                                    |  
|Income before taxes and minority interests       | 914   |   | 456                         |   | 458                                |  
|Income tax expense                               | (340  | ) | (102                        | ) | (238                               | )
|Minority interests                               | (10   | ) |                             |   | (10                                | )
|                                                 |       |   |                             |   |                                    |  
|Net income                                       | 564   |   | 354                         |   | 210                                |  
|                                                 |       |   |                             |   |                                    |  
|Number of shares (millions)                      | 74    |   |                             |   | 74                                 |  
|                                                 |       |   |                             |   |                                    |  
|Earnings per share                               | 7.61  |   |                             |   | 2.83                               |  
|                                                 |       |   |                             |   |                                    |  

|                                                 |       |   |                             |   |                                    |  
|------------------------------------------------ | ----- | - | --------------------------- | - | ---------------------------------- | -
|(US$ million)                                    | Total |   | Restructuring andimpairment |   | Before Restructuringand impairment |  
|                                                 |       |   |                             |   |                                    |  
|1999                                             |       |   |                             |   |                                    |  
|Operating income                                 | 449   |   | (67                         | ) | 516                                |  
|Income/(loss) from associates and joint ventures | 5     |   | -                           |   | 5                                  |  
|Financial expense, net                           | (129  | ) | -                           |   | (129                               | )
|                                                 |       |   |                             |   |                                    |  
|Income before taxes and minority interests       | 325   |   | (67                         | ) | 392                                |  
|Income tax expense                               | (185  | ) | 12                          |   | (197                               | )
|Minority interests                               | (5    | ) | -                           |   | (5                                 | )
|                                                 |       |   |                             |   |                                    |  
|Net income                                       | 135   |   | (55                         | ) | 190                                |  
|                                                 |       |   |                             |   |                                    |  
|Number of shares (millions)                      | 69    |   |                             |   | 69                                 |  
|                                                 |       |   |                             |   |                                    |  
|Earnings per share                               | 1.97  |   |                             |   | 2.75                               |  
|                                                 |       |   |                             |   |                                    |  
|                                                 |       |   |                             |   |                                    |  
|Constant Exchange Rates                          |       |   |                             |   |                                    |  

We compare results from one period to another period in this report using variances calculated at constant exchange rates (CER). To present that information, current period results for entities reporting in currencies
other than U.S. dollars are converted into U.S. dollars at the prior periods exchange rates, rather than the exchange rates for this year. See Note 30 to the Consolidated Financial Statements for information on average exchange rates in 2003,
2002 and 2001. For example, if a British entity reporting in British pounds sold £1 million of products in 2003 and 2002, our financial statements would report US$1.639 million of revenues in 2003 (using 0.61 as the rate, which was the average
exchange rate in 2003) and US$1.493 million in revenues in 2002 (using 0.67 as the rate, which was the average exchange rate in 2002). The CER presentation would translate the 2003 results using the 2002 exchange rates and indicate that underlying
revenues were flat. We present this CER variance information in order to assess how our underlying business performed before taking into account currency exchange fluctuations. We also present our actual reported results in order to provide the most
directly comparable data under GAAP.

Basis of Preparation of 2000 and 1999 Information

For accounting and financial purposes, the transactions forming Syngenta are treated as a purchase of Zeneca agro-chemicals business by Novartis agribusiness with effect from November 13, 2000. As such, the
consolidated financial statements do not include the financial results of Zeneca agrochemicals business prior to November 13, 2000, and are not indicative of the performance of Syngenta prior to this date.

The consolidated income statements for the twelve months ended December 31, 2003, 2002 and 2001 represent the performance of Syngenta in those periods. The consolidated income statement for the twelve months ended
December 31, 2000 is based mainly on the performance of Novartis agribusiness, with the results of Zeneca agrochemicals business being included only following the formation of Syngenta on November 13, 2000. The comparatives for 1999 relate only to
Novartis agribusiness.

The consolidated balance sheet shown in the consolidated financial statements as at December 31, 2003, 2002, 2001 and 2000 contains the assets and liabilities of Syngenta (representing both Novartis agribusiness and
Zeneca agro-chemicals business); the 1999 comparative figures contain only the assets and liabilities of Novartis agribusiness.

The consolidated cash flow statements for the twelve months ended December 31, 2003, 2002 and 2001 represent the performance of Syngenta in those periods. The consolidated cash flow statement for the twelve months
ended December 31, 2000 consists mainly of the cash flows for the full year of Novartis agribusiness, with cash flows from Zeneca agro-

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chemicals business being included only following the formation of Syngenta on November 13, 2000. The comparatives for 1999 relate only to Novartis agribusiness.

Some costs which have been reflected in the consolidated financial statements for 2000 and 1999 are not necessarily indicative of the costs that Syngenta would have incurred had it operated as an independent,
stand-alone entity for all periods presented. These costs comprise allocated Novartis corporate overhead, interest expense and income taxes. Until its combination with Zeneca agrochemicals business, Novartis agribusiness was not managed as a single
strategic business entity. Instead, the Crop Protection and Seeds businesses were operated by separate management teams, which were coordinated with strategic management at the Novartis holding company level. Following the merger with Zeneca
agrochemicals business, Syngenta is a single entity.

At November 13, 2000, 69 million ordinary shares of Syngenta were issued to Novartis shareholders. The issuance is considered a recapitalization of Syngentas predecessor, Novartis agribusiness. Therefore, these
shares are considered outstanding for all periods prior to November 13, 2000. An additional 44 million ordinary shares of Syngenta were issued to AstraZeneca shareholders on November 13, 2000, in consideration of Zeneca agrochemicals business.
Approximately 10% of total outstanding shares were repurchased by Syngenta as treasury shares, shortly following the Separation Date. Treasury shares are deducted from the total shares in issue for the purposes of calculating earnings per share.

Accordingly, the weighted average number of ordinary shares in issue was 74 million for 2000, after adjustment for the 44 million shares issued in conjunction with the Zeneca acquisition and the shares repurchased by
Syngenta in November, 2000, as from the issuance and repurchase dates respectively. In 2003, 2002 and 2001, the weighted average number of ordinary shares has been adjusted for the number of treasury shares issued under Employee Share Purchase Plans
(Note 27 to the consolidated financial statements).

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ITEM 6  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors

The members of the Board of Directors are as follows:

|                       |     |  |                                      |                    |  |                     
|---------------------- | --- |  | ------------------------------------ | ------------------ |  | --------------------
|Name                   | Age |  | Position                             | Year First Elected |  | Current Term Expires
|                       |     |  |                                      |                    |  |                     
|Heinz Imhof(1)(6)      | 61  |  | Chairman of the Board                | 2000               |  | 2004                
|Sir David Barnes(2)(6) | 68  |  | Vice Chairman of the Board           | 2000               |  | 2004                
|Michael Pragnell(2)    | 57  |  | Director and Chief Executive Officer | 2000               |  | 2004                
|Peggy Bruzelius(3)     | 54  |  | Director                             | 2000               |  | 2006                
|Peter Doyle            | 65  |  | Director                             | 2000               |  | 2006                
|Rupert Gasser          | 65  |  | Director                             | 2002               |  | 2004                
|Pierre Landolt(4)      | 56  |  | Director                             | 2000               |  | 2006                
|Pedro Reiser(5)        | 68  |  | Director                             | 2002               |  | 2006                
|Martin Taylor(4)       | 51  |  | Director                             | 2000               |  | 2005                
|Peter Thompson         | 57  |  | Director                             | 2000               |  | 2005                
|Rolf Watter(4)         | 46  |  | Director                             | 2000               |  | 2005                
|Felix Weber(2)(6)      | 53  |  | Director                             | 2000               |  | 2005                

---

As of March 15, 2004.

|(1) | Chairman of the Chairmans Committee  
|--- | --------------------------------------
|    |                                       
|(2) | Member of the Chairmans Committee    
|    |                                       
|(3) | Chairman of the Audit Committee       
|    |                                       
|(4) | Member of the Audit Committee         
|    |                                       
|(5) | Chairman of the Compensation Committee
|    |                                       
|(6) | Member of the Compensation Committee  

Heinz Imhof

Chairman of the Board of Directors of Syngenta and of the Chairmans Committee and member of the Compensation Committee. Previously Heinz Imhof was Head of Novartis Agribusiness division and a member of the
Novartis Executive Committee (1999  2000), Deputy Executive Head Novartis Agribusiness and Head of Novartis Seeds (1996  1998), Deputy Chairman and Chief Executive Officer of Sandoz Corporation in New York (1993  1995) and
additionally Chairman and Chief Executive Officer of Sandoz Pharmaceuticals Corporation in East Hanover, New Jersey. Currently Heinz Imhof is a member of the Supervisory Committee of SGCI (Schweizerische Gesellschaft für die Chemische
Industrie), a non-executive Director of Firmenich International SA and Chairman of the Foundation Board of the Syngenta Foundation for Sustainable Agriculture. He graduated from the Swiss Federal Institute of Technology in Zurich with a degree in
agronomy.

Sir David Barnes

Vice Chairman of the Board of Directors and member of the Chairmans Committee and the Compensation Committee. Sir David is currently a Board member and Trustee of the British Red Cross and of Ashridge Management
College. From 1999 until 2003 Sir David was a non-executive Director of Prudential PLC. Previously he was non-executive Deputy Chairman of AstraZeneca (1999  2001), Chief Executive Officer of Zeneca Group PLC (1993  1999) and Executive
Director of ICI (1986-1993). Sir David studied veterinary science at Liverpool University.

Michael Pragnell

Chief Executive Officer, Director and member of the Chairmans Committee. Previously Michael Pragnell was Director of AstraZeneca (1999-2000) and of Zeneca Group PLC (1997-1999). He joined Zeneca Agrochemicals as
Chief Executive Officer in 1995. Prior to 1995 he worked for Courtaulds PLC in a number of senior positions (1975-1995), including as Executive Director (1990-1995) and Chief Financial Officer (1992-1994) and Chief Executive Officer of Courtaulds
Coatings (1986-1992). Currently Michael Pragnell serves as President of CropLife International, the global association for the plant science industry. He has a degree in modern languages from Oxford University and an MBA from INSEAD.

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Peggy Bruzelius

Director and Chairman of
  the Audit Committee. Peggy Bruzelius is currently Chairman of Grand Hotel Holdings
  and Lancelot Asset Management AB. In addition she serves as Director of AB Electrolux,
  Scania AB, Ratos AB, AB Drott, Axfood AB, Senior Advisor to Lehman Brothers
  Ltd, Vice Chairman of the Royal Swedish Academy of Engineering Sciences and
  as a member of the Board of Trustees of the Stockholm School of Economics. Previously
  she was Chief Executive Officer of ABB Financial Services (1991  1997),
  Executive Vice President of SEB-bank (1997  1998) and a member of the
  Swedish Board of Government Bank Support Authority (1991  1993). Peggy
  Bruzelius holds an MBA from the Stockholm School of Economics.

Peter Doyle

Director and Chairman of the Science and Technology Advisory Board. Peter Doyle currently is a non-executive Director of Avidex Ltd, a member of the Advisory Board of Vida Capital Partners, a Trustee of the Nuffield
Foundation and Master of the Salters Livery Company. Previously he served as Chairman of the Biotechnology and Bioscience Research Council (1989 - 2003), non-executive Director of Oxagen (1999  2002), non-executive Director of Oxford
Molecular PLC (1997  2000), Director of Zeneca Group PLC (1993  1999) and as a Director of ICI (1989  1993). Peter Doyle holds a BSc (Hons) degree in pure science and a PhD in chemistry from Glasgow University.

Rupert Gasser

Director. Rupert Gasser is currently a non-executive Director of Lonza Group AG, a member of the Scientific Advisory Board of Alcon Laboratories Inc and President of Nestec SA. Formerly he was Executive Vice President
of Nestlé SA (1997  2002), Head of Strategic Business Group I (Coffee and Beverages, Milk and Food Services) and Head of Corporate Technical/Manufacturing worldwide (1991  1996), and Senior Vice President at Nestec SA (1990 
1991). Rupert Gasser graduated from the Technical Academy for Chemical Industry in Vienna with a degree in Chemistry.

Pierre Landolt

Director and member of the Audit Committee. Pierre Landolt is currently Director of Novartis AG and President of the Sandoz Family Foundation. He serves as Chairman or President of AxialPar Ltda, Moco Agropecuaria
Ltda, Ecocarbon LLC, the CITCO Group, Vaucher Manufacture Fleurier SA, Landolt Capital SA and as Vice Chairman of Parmigiani Fleurier SA. Pierre Landolt is also a Partner with unlimited liabilities of Landolt & Cie, Private Bankers. He graduated
with a Bachelor of Laws from the University of Paris Assas.

Pedro Reiser

Director and Chairman of
  the Compensation Committee. Pedro Reiser is currently a member of the Foreign
  Policy Committee of the Swiss Popular Party (SVP). Previously he served as Chairman
  of ESBATech AG (2002-2004), as Director and Advisor (1999  2001) and President
  and Chief Executive Officer of Novartis Pharma K.K. Japan (1995  1999),
  and as President and Chief Executive Officer of Holvis AG (1990  1995).
  Pedro Reiser studied Law at the University of Zurich and graduated from the
  University of Geneva with a PhD in political science.

Martin Taylor

Director and member of the Audit Committee. Martin Taylor is currently an international advisor to Goldman Sachs International, in addition to being a Director of RTL Group SA. Martin Taylor was Chairman of WHSmith PLC
(1999-2003) and a Director of Antigenics Inc. (1999-2003). Previously he was Chief Executive Officer of Barclays PLC (1993-1998) and of Courtaulds Textiles (1990-1993). In addition he was a member of the Oxford Business School Advisory Board. Martin
Taylor has a degree in oriental languages from Oxford University.

Peter Thompson

Director. Peter Thompson is currently President and Chief Executive Officer of PepsiCo Beverages International. Previously he was President of PepsiCo Foods Internationals Europe, Middle East and Africa Division
(1995  1996), and of Walker Snack Foods in the UK (1994  1995). Prior to 1995 he was President and Chief Executive Officer of Grand Metropolitan Foods Europe (1992  1994). Peter Thompson has a degree in modern languages from Oxford
University and an MBA from Columbia University.

Rolf Watter

Director and member of the
  Audit Committee. Rolf Watter has been a partner in the law firm Bär &
  Karrer in Zurich since 1994 and is a member of its executive board. He is a
  part-time professor at the University of Zurich and a non-executive Director
  of Zurich Financial Services (a subsidiary of Zurich Insurance AG), Forbo Holding
  AG (and its subsidiary Forbo Finanz AG), Feldschlösschen Getränke
  Holding AG, UBS Alternative Portfolio AG, A. W. Faber-Castell (Holding) AG and
  Chairman of the parent company of the Cablecom Group, in addition to being a
  Board member of the Swiss Lawyers Association and a member of the SWX
  admission board and of the Commission of Experts on Disclosure of Shareholdings.

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He was a non-executive Director
  of Centerpulse AG (2002-2003). Rolf Watter graduated from the University of
  Zurich with a doctorate in law and holds a LLM degree from Georgetown University;
  he is admitted to the Bar of Zurich.

Felix Weber

Director and member of the Chairmans Committee and the Compensation Committee. Felix Weber has resigned as Executive Vice President of Adecco SA. He is currently Director of the parent company of Cablecom Group.
Previously he was managing director of Alusuisse South Africa (1982-1984) before joining McKinsey & Company in Zurich, where he was engagement manager and partner (1984-1997). In 1998, he became Chief Financial Officer of Adecco SA. Felix Weber
graduated from the University of St Gallen, with an MBA in Operations Research and Finance and a PhD in Marketing.

The business address of all Directors is Syngenta AG, Schwarzwaldallee 215, 4058 Basel, Switzerland.

Members of the Executive Committee

The members of the Executive Committee of Syngenta are as follows:

|                 |     |                                              
|---------------- | --- | ---------------------------------------------
|Name             | Age | Position                                     
|                 |     |                                              
|Michael Pragnell | 57  | Chief Executive Officer                      
|John Atkin       | 50  | Chief Operating Officer-Crop Protection      
|Jeffrey Beard    | 53  | Chief Operating Officer-Seeds                
|Bruce Bissell    | 57  | Head of Global Operations and Human Resources
|David Jones      | 54  | Head of Business Development                 
|David Lawrence   | 55  | Head of Research and Technology              
|Christoph Mäder  | 44  | Head of Legal & Taxes                        
|Domenico Scala   | 38  | Chief Financial Officer                      

---

Michael Pragnell

Chief Executive Officer, Director of Syngenta and member of Chairmans Committee. For further information see Directors.

John Atkin

Chief Operating Officer of Syngenta Crop Protection. Previously John Atkin was Chief Executive Officer (1999  2000), Chief Operating Officer (1999  1999), Head of Product Portfolio Management of Novartis
Crop Protection (1998) and Head of Insecticides and Patron for Asia (1997  1998). Prior to 1998 he was General Manager of Sandoz Agro France (1995  1997) and Head of Sandoz Agro Northern Europe (1993  1995). John Atkin graduated
from the University of Newcastle-upon-Tyne with a PhD and a BSc degree in agricultural zoology.

Jeffrey Beard

Chief Operating Officer of
  Syngenta Seeds. Previously Jeffrey Beard was Head of the Business Area Corn
  for Novartis Seeds (1999  2000). Before 1999, he held various positions
  with Pioneer Hi-Bred International Inc. (1985  1998), including Director
  of Central European Operations (1993  1998). Jeffrey Beard graduated from
  the US Naval Academy with a BS in analytical management, holds an MBA from the
  University of Wisconsin and received an MS degree in agri-business from Iowa
  State University.

Bruce Bissell

Head of Global Operations and Human Resources. Previously Bruce Bissell was Director of Supply Chain for Zeneca Agrochemicals (1997  2000) and Head of International Manufacturing for the pharmaceutical business
of Zeneca Group PLC (1992  1997). Bruce Bissell graduated from Strathclyde University with a degree in applied chemistry.

David Jones

Head of Business Development also responsible for Plant Science. Previously David Jones was Business Director for Zeneca Agrochemicals (1997-2000), having been Regional Executive for Asia, Africa and Australia, based
in Hong Kong, since 1992. He has a BSc and PhD in science and economics from Stirling University in Scotland.

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David Lawrence

Head of Research and Technology. Previously he was Head of R&T Projects for Syngenta (2000  2002). Prior to this he had been Head of International R&D Projects in Zeneca Agrochemicals, having previously
held several senior scientific roles. David Lawrence graduated in chemistry from Oxford University, and holds an MA and DPhil in chemical pharmacology.

Christoph Mäder

Head of Legal & Taxes. Previously Christoph Mäder was Head of Legal & Public Affairs of Novartis Crop Protection (1999  2000) and Senior Corporate Counsel of Novartis International AG (1992 
1998). Christoph Mäder is a member of the Supervisory Committee of the Basel Chamber of Commerce. He graduated from Basel University, Law School, and is admitted to the Bar in Switzerland.

Domenico Scala

Chief Financial Officer. Previously Domenico Scala held various leading positions in Finance with Roche AG (1995-2003), most recently as Group Treasurer (2001-2003) and Head of Company Controlling (1999-2001). Prior to
1995, he was Finance Director of Panalpina Italy SpA (1993-1995) and Senior International Auditor with Nestlé SA (1990-1993). Domenico Scala graduated from the University of Basel with a degree in economics.

Changes in 2003

Richard Steiblin, former Chief Financial Officer, resigned from the Company at the end of May 2003. With effect from June 1, 2003, Domenico Scala was appointed Chief Financial Officer and a member of the Syngenta
Executive Committee.

John Elias, former Head of Human Resources, resigned from the Company at the end of September 2003. With effect from October 1, 2003, Bruce Bissell assumed responsibility for Human Resources in his role as Head of
Global Operations representing Human Resources on the Executive Committee.

Compensation

Executive Compensation Policy and Programs

Syngentas executive compensation principles are designed to attract, retain and motivate internationally oriented, successful executives. They aim 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 incentives awards. Total individual compensation at target performance level relates to market median for comparable companies with the possibility of substantially 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.

Management Compensation

The aggregate amount of cash compensation (salaries and bonuses) in 2003 to the acting and former executive members of the Board of Directors and the Management Board (a total of eleven) amounted to CHF 11.0 million.
In addition, a total of 271, 349 options at an exercise price of CHF 59.70 under the Syngenta Long-Term Incentive Plan (Stock Options) and a total of 20,763 Deferred Shares under the Syngenta Deferred Share Plan were granted, based on 2002
performance. CHF 4.5 million was set-aside to meet pension obligations, including provisions to cover merger-related pension promises.

The highest total compensation paid to a member of the Board of Directors in 2003 consisted of CHF 2.1 million of cash compensation (salary and bonus). In addition 66,809 options at an exercise price of CHF 59.70 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, based on 2002 performance. CHF 3.2 million was set-aside to meet pension
obligations, including provisions to cover merger-related pension promises.

Compensation of Non-Executive Directors

Non-executive members of the board can elect compensation in stock options or cash payment or a combination of both. The aggregate amount of compensation in 2003 to the ten Non-Executive Directors (cash compensation
and options)

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amounted to CHF 1.6 million. CHF 1.1 million was paid in cash and CHF 0.5 million will be granted in options in 2004. A total of 18,670 options at an exercise price of CHF 59.70 for the 2002 Non-Executive
Directors compensation to be compensated in options was granted in 2003.

Syngenta Long-Term Incentive Plan (Stock Options)

In 2000, the Syngenta Long-Term Incentive Plan (Stock Options) was introduced to provide selected members of the Board of Directors, executives and key employees of Syngenta with an opportunity to obtain the right to
purchase shares of Syngenta (American Depositary Shares for United States participants). Currently there are approximately 570 participants. The grant of stock options for Syngenta shares is at the discretion of the Compensation Committee, whose
members are appointed by the Board of Directors of Syngenta. In 2003 a total number of 1,380,856 stock options were granted at an exercise price of CHF 59.70, a three-year blocking period and an exercise period of 10 years (11 years for certain
Swiss participants). The total number of stock options including the equivalent options for American Depositary Shares outstanding at December 31, 2003 is as follows:

|           |  |                |  |               |  |                           |  |                                            | 
|---------- |  | -------------- |  | ------------- |  | ------------------------- |  | ------------------------------------------ | 
|Grant Date |  | Exercise price |  | Blocked until |  | End of theexercise period |  | Total number ofoutstanding options12/31/03 | 
|           |  |                |  |               |  |                           |  |                                            | 
|12/04/00   |  | CHF 76.50      |  | 12/04/03      |  | 12/04/10                  |  | 431,900                                    | 
|03/27/01   |  | CHF 83.70      |  | 03/27/04      |  | 03/27/11                  |  | 341,400                                    | 
|03/11/02   |  | CHF 98.00      |  | 03/11/05      |  | 03/11/12                  |  | 622,854                                    | 
|03/11/02   |  | CHF 98.00      |  | 03/11/05      |  | 03/11/13                  |  | 337,113                                    | 
|03/12/03   |  | CHF 59.70      |  | 03/12/06      |  | 03/12/13                  |  | 654,760                                    | 
|03/12/03   |  | CHF 59.70      |  | 03/12/06      |  | 03/12/14                  |  | 691,368                                    | 
|           |  |                |  |               |  |                           |  |                                            | 

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 options were
granted at an exercise price greater than the market price of the Syngenta shares at the grant date.

Syngenta Deferred Share Plan

In 2002, the Syngenta Deferred Share Plan was introduced to provide selected senior executives with an opportunity to obtain shares of Syngenta. The plan requires 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. A total of 40,635 Deferred Shares were granted in 2003 for the incentive year 2002 to
approximately 110 senior executives. Additional voluntary deferrals within the limits of the plan can be made at the discretion of the participants.

Corporate Governance

The Company policies on Corporate Governance are in accordance with Swiss law, the Swiss Code of Best Practice and the Swiss Stock Exchange Directive on Corporate Governance. They are consistent with the
requirements and practice of the capital markets where Syngenta is listed, namely Switzerland and the United States.

Service Contracts

Neither the Chairman of the Board nor the CEO has a service contract which provides for benefits upon termination of employment. In addition, none of the other Directors of the Board has a service contract.

Board

A strong and experienced Board leads Syngenta. It includes representatives of four nationalities who are drawn from international business and scientific backgrounds. It brings diversity in expertise and perspective to
the leadership of a complex, highly regulated, global business.

The Board exercises full and effective control of the Company as set out in the Swiss Code of Obligations and in the regulations governing the internal organization of Syngenta AG. This includes the ultimate direction
and management of Syngenta, and establishing the basic strategic accounting, organizational and financial policies to be followed. All major investments and strategic decisions are reserved for the Board which also has responsibility for corporate
governance matters.

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Some of the boards responsibilities are delegated to the Chairmans Committee, the Audit Committee and the Compensation Committee. Operational management of Syngenta is delegated to the Executive Committee.

Chairman of the Board

The Chairman of the Board is nominated by the Board and shares responsibility for the strategic direction of Syngenta with the CEO. He serves as liaison between the Board and its committees and the CEO. He ensures
close liaison between the Board and its committees and the CEO. In consultation with the CEO, the Chairman supervises implementation of resolutions of the Board and of its committees.

The Chairman of the Board represents, jointly with the CEO, the interests of the Company as a whole towards authorities and business associations both in Switzerland and internationally.

Chairmans Committee

The Chairmans Committee consists of four members nominated by the Board: the Chairman and Vice Chairman of the Board, the Chief Executive Officer and one other Director. This Committee prepares the meetings of
the Board of Directors and comments on matters falling within the Boards authority before decisions are taken. It is also empowered to make decisions on behalf of the Board where the latter has delegated such authority. Furthermore the
Chairmans Committee advises the Board of Directors on the composition and succession planning of the Board and the Board Committees. It ensures the development of guidelines for selecting candidates and assumes responsibility for reviewing and
proposing to the full Board candidates for election to the Board. Final decisions are taken by the full Board, which then submits the election proposals to the Shareholders Meeting. Members of the Chairmans Committee are Heinz Imhof
(Committee Chairman), Sir David Barnes, Michael Pragnell and Felix Weber.

Compensation Committee

The Compensation Committee consists of four members appointed by the Board: the Chairman of the Board and three other Directors. It regulates the compensation of the Directors and the remuneration and terms of
employment of the members of the Executive Committee. Members of the Compensation Committee are Pedro Reiser (Committee Chairman), Sir David Barnes, Heinz Imhof and Felix Weber. Michael Pragnell attends the meetings of the Compensation Committee as
a permanent guest.

Audit Committee

The Audit Committee consists of four members who are all independent Directors. Its duties are to examine reports from external and internal auditors and to submit findings to the Board. The Audit Committee assesses
the quality of the financial reporting and prepares Board decisions in this area. Furthermore, it reviews critical accounting policies and financial control mechanisms. The Audit Committee also monitors and reports on the performance and
independence of the auditors. Members of the Audit Committee are Peggy Bruzelius (Committee Chairman), Pierre Landolt, Martin Taylor and Rolf Watter.

Internal Audit

Internal Audit, as an inspecting and monitoring body, carries out operational audits and system audits. All organizational units, associated companies and foundations are subject to audit, Organizationally independent
of management, Internal Audit duties are assigned by the Audit Committee and it submits its reports to the Chairman of the Board. Any suspected irregularities are reported without delay. Internal Audit maintains a regular dialogue with the external
auditor to share reports and risk issues arising from their respective audits and to coordinate their activities.

Chief Executive Officer

The CEO is nominated by the Board and shares responsibility for the strategic direction of Syngenta with the Chairman. The CEO is ultimately responsible for the active leadership and operational management of Syngenta
and chairs the Executive Committee, representing the latter inside and outside the Company. Members of the Executive Committee are directly responsible to the CEO. The CEO, in turn, ensures the Executive Committees efficiency and effectiveness
to the Chairman, the Chairmans Committee and the Board.

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The CEO represents, jointly with the Chairman, the interests of the Company as a whole to authorities and business associations, both in Switzerland and internationally.

Executive Committee

Under the direction of the CEO, the Executive Committee is responsible for the operational management of the company. It consists of the CEO, the Chief Operating Officers of the Crop Protection and Seeds Businesses,
together with the Heads of Syngentas functional activities: Finance, Research & Technology, Global Operations and Human Resources, Business Development and Legal & Taxes.

Appointment of Directors and Members of the Executive Committee

The shareholders in a shareholders meeting appoint the members of the Board of Directors. The articles of incorporation of Syngenta provide that the term for which Directors are appointed must not exceed three
years (one year within the meaning of this provision is the period from one ordinary shareholders meeting to the next ordinary shareholders meeting). A year for the purpose of determining any term of office is the interval between two
ordinary general shareholder meetings. Directors may be re-elected. The members of the Executive Committee are appointed and removed by the Board of Directors.

Employees of Syngenta

Year 2003

Syngenta had approximately 19,000 permanent employees as of December 31, 2003. Approximately 20% of these were in NAFTA, 8% in Latin America, 16% in Asia Pacific and the remaining 56% in Europe and AME.

The functional distribution of our employees for the year ending December 31, 2003 was approximately as follows:

|Production                          |  | 39%
|----------------------------------- |  | ---
|Research and development            |  | 19%
|Marketing and distribution          |  | 29%
|Administration and general overhead |  | 13%

In Switzerland, Belgium, Brazil, France, Germany, India, Italy; Japan, Korea, the Netherlands, Spain, Sweden and the United Kingdom, part of the workforce is unionized or represented by work councils. In the United
States, approximately 123 employees are unionized. On a worldwide basis, fewer than 10% of our employees belong to a trade union. Our relationships with our unions and other employee organizations are generally good and there have been no
significant industrial disputes over the last five years at any of Syngenta, Novartis agribusiness or Zeneca agrochemicals business.

Year 2002

Syngenta had approximately 20,000 permanent employees as of December 31, 2002. Approximately 21% of these were in NAFTA, 8% in Latin America, 16% in Asia Pacific and the remaining 55% in Europe and AME.

The functional distribution of our employees for the year ending December 31, 2002 was approximately as follows:

|Production                          |  | 39%
|----------------------------------- |  | ---
|Research and development            |  | 22%
|Marketing and distribution          |  | 27%
|Administration and general overhead |  | 12%

Year 2001

We had approximately 21,400 permanent employees as of December 31, 2001. Approximately 21% of these were in NAFTA, 8% in Latin America, 16% in Asia Pacific and the remaining 55% in Europe and AME.

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The functional distribution of our employees for the year ending December 31, 2001 was approximately as follows:

|Production                          |  | 39%
|----------------------------------- |  | ---
|Research and development            |  | 22%
|Marketing and distribution          |  | 27%
|Administration and general overhead |  | 12%

Management Shareholders

The aggregate amount of Syngenta
  shares held by current Directors and the members of the Executive Committee
  as of January 30, 2004, based on information available to the Company is 0.05%
  of all outstanding shares. None of Syngentas Directors or the Executive
  Committee members individually owns more than 1% of the Companys outstanding
  shares.

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ITEM 7  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

During the year 2003 the following disclosure notifications were made by the Company in the Swiss Commercial Gazette in accordance with the Swiss Stock Exchange Act:

- On January 15, 2003, the Company reported that MFS Investment Management exceeded the 5 per cent threshold with a holding of 5.02 per cent of the share capital; on August 29, 2003, the Company reported that this
holding had fallen below 5 per cent.
- On April 17, 2003, the Company reported that Deutsche Bank Group exceeded the 5 per cent threshold with a holding of 5.21 per cent of the share capital; on October 31, 2003, the company reported that this
holding had fallen below 5 per cent.
- On December 11, 2003, the Company reported that Morgan Stanley Investment Management exceeded the 5 per cent threshold with a holding of 6.112 per cent of the share capital; on March 12, 2004, the Company
reported that this holding had fallen below 5 percent.

As of March 17, 2004, to our knowledge there is no shareholder with a position of more than 5 per cent of the share capital.

As of February 29, 2004 Syngenta AG itself held 6,339,069 shares in treasury corresponding to 5.63% of the share capital. In accordance with Article 659a of the Swiss Code of Obligations, the Company, however, cannot
exercise the voting rights relating to those shares. According to the Share Register of the Company, as of January 31, 2004, no other person was known by the Company to be the owner of 5% or more of the Companys voting securities. None of
these major shareholders has different voting rights than other shareholders except as stated above with respect to Syngenta. To its knowledge, the Company is as of January 31, 2004 not owned or controlled, directly or indirectly, by another
corporation, by any government or by any other natural or legal person, severally or jointly. As of January 31, 2004 53,466,126 ADRs of Syngenta AG corresponding to 9.5% of the share capital and 18,207,369 Ordinary Shares of Syngenta AG
corresponding to 16.2% of the share capital were held by 3440 registered holders domiciled in the United States.

Related Party Transactions

The Transactions

Syngenta was formed from the merger of Novartis agribusiness and Zeneca agrochemicals business in November 2000. The Transactions were effected by means of the demerger of Novartis agribusiness and Zeneca agrochemicals
business from the remaining businesses of Novartis and AstraZeneca, respectively, and the combination of Novartis agribusiness and Zeneca agrochemical business into Syngenta.

Separation Agreements

Syngenta has entered into agreements with Novartis and AstraZeneca to govern certain of the ongoing relationships between Syngenta, Novartis and AstraZeneca at and after the separation date of these entities and to
provide for an orderly transition (the Separation Agreements). Based upon the accounting for the Transactions as an acquisition of Zeneca agrochemicals business by Novartis agribusiness, the agreements with Novartis are considered to be
related party agreements.

For a brief description of the material terms of the following material separation agreements, see Item 10 Additional InformationMaterial Contracts, below:

- Indemnity Matters Agreements between Novartis and Syngenta and AstraZeneca and Syngenta
- Environmental Matters Agreements between Novartis and Syngenta and AstraZeneca and Syngenta
- Tax Deeds between Novartis and Syngenta and AstraZeneca and Syngenta

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- Intellectual Property Agreements between Novartis and Syngenta and AstraZeneca and Syngenta
- Public Documentation and
    Securities Offering Contribution Agreement among Novartis, AstraZeneca and
    Syngenta

Interests of Management

There are no, and in 2001, 2002 and 2003 there were no, outstanding loans granted by Syngenta or any of its subsidiaries to any Director or member of the Executive Committee of Syngenta and there are no guarantees
provided by Syngenta or any of its subsidiaries for the benefit of any Director or member of the Executive Committee of Syngenta.

There are no arrangements under which a Director or member of the Executive Committee of Syngenta has waived or agreed to waive future emoluments.

Unless disclosed in this annual report, no Director or member of the Executive Committee of Syngenta is or was involved in any business transactions outside the normal business activities of Syngenta or in other
transactions which in either form or content would be out of the ordinary or have a material effect upon Syngenta.

ITEM 8  FINANCIAL INFORMATION

Consolidated Financial Statements

See Item 18 Financial Statements for our consolidated financial statements.

Legal Proceedings

In addition to the legal proceedings described below, Syngenta is involved from time to time in a number of legal proceedings incidental to the normal conduct of its business, including proceedings involving product
liability claims, commercial claims, employment and wrongful discharge claims, patent infringement claims, competition claims, tax assessment claims, waste disposal claims and tort claims relating to the release of chemicals into the environment.
Syngenta maintains general liability insurance, including product liability insurance, covering claims on a world-wide basis with coverage limits and retention amounts which management believes to be adequate and appropriate in light of
Syngentas businesses and the risks to which it is subject.

Class action complaints were filed in 1999 and 2000 against Monsanto in federal court in the District of Columbia (Higginbotham et al. v. Monsanto Co.) and in Illinois (Blades et al. v. Monsanto Co.) seeking damages
and injunctive relief for alleged antitrust violations by Monsanto and others in the sale and distribution of genetically modified insect resistant corn seeds and glyphosate-tolerant soya seeds. The Higginbotham action was transferred in May 2000 to
Illinois where the lawsuits were consolidated and in January 2001 both cases were transferred to federal court in Missouri, the action now being captioned Sample et al. v. Monsanto Co. et al. A number of Monsantos major competitors including
Syngenta Seeds Inc. and Syngenta Crop Protection Inc. were added as additional defendants in June 2001. On October 12, 2001 defendants filed separate motions to dismiss plaintiffs amended complaint for failure to state a claim upon which
relief could be granted. Plaintiffs subsequently stipulated to the dismissal of Syngenta Crop Protection Inc. on the ground that the companys business does not include the sale of the products at issue in the case, and the court approved the
dismissal. Defendants motions to dismiss were denied in a court order issued on April 4, 2002. The case entered into the class certification discovery phase on January 15, 2002 and an evidentiary hearing was held by the court on April 28-29,
2003. On September 19, 2003, the court granted Monsantos motion for summary judgment dismissing negligence and public nuisance claims asserted only against Monsanto and denied defendants  motion for summary judgment limiting the
antitrust claims to direct purchasers only. On September 30, 2003 the court denied plaintiffs motion for class certification by holding that plaintiffs failed to show that impact from the alleged antitrust violations could be proven on a
class-wide basis. On October 15, 2003 Plaintiffs petitioned the 8th Circuit Court of Appeals for permission to appeal the District Courts denial of class certification and on October 24, 2003, the District Court granted Plaintiffs
request to stay discovery while the petition was pending in the 8th Circuit. On December 18, 2003, the 8th Circuit Court of Appeals accepted plaintiffs appeal. Briefing is scheduled to begin February 12, 2004 and be completed March 22, 2004.
No dates have been set for a decision on the appeal or trial in this matter.

On November 21, 2001, a class action complaint was filed by S&M Farm Supply, Inc. in federal court in California against Monsanto Company and its parent Pharmacia Corporation, alleging that Monsanto and various
alleged co-conspirators, including Syngenta Crop Protection, Inc. and its predecessor corporations, conspired to allocate markets and to fix, raise,

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maintain or stabilize prices for glyphosate-based and paraquat-based herbicides in the United States. On March 6, 2002, the judge in those proceedings ordered that the proceedings be transferred to the Eastern District
of Missouri. This case was consolidated with Orange Cove Ag-Chem v. Pharmacia. On October 16, 2003, the court denied plaintiffs motion for class certification and denied the plaintiffs motion for reconsideration on November 20, 2003. The
court also denied the plaintiffs motion to stay the case on November 25, 2003. On December 19, 2001, a representative action and class action complaint was filed under the title Kevin Williamson and Bobby Vailette vs. Pharmacia Corporation,
Monsanto Company and does 1-100 in the Superior Court of California for Sonoma. The action brought under the California Business and Professions Code raises similar allegations to those made in the federal lawsuit and claims violations by the
defendants and their alleged co-conspirators, including Syngenta Seeds, Inc., Syngenta Crop Protection, Inc., and their predecessor corporations, of the Cartwright Act and the Unfair Competition Act. On May 21, 2002, a class action suit raising
similar allegations was filed under the title of Gerald T. Raines v. Pharmacia Corporation, Monsanto Company and Does 1-100 in the Circuit Court for Cooke county, Tennessee. On May 3, 2003, a class action suit was filed in Superior Court in Passaic,
New Jersey, against Monsanto claiming that similar factual allegations constitute violations of the New Jersey Consumer Fraud Act. On July 16, 2003, this case was voluntarily dismissed with prejudice. At this point in time no Syngenta entity has
been formally named as a defendant in any of these proceedings.

Syngenta and its predecessor companies have competed vigorously in the seed and crop protection marketplace and therefore will vigorously oppose the allegations in the related court cases described above.

Agro Atar S.A. on May 24,
  2000 sued Zeneca S.A.I.C. (now Syngenta Agro S.A.) in Buenos Aires, Argentina
  for alleged wrongful termination of an agrochemicals supply contract. The plaintiff
  seeks relief of US$43 million. On December 27, 1999, Agro Atar S.A. filed a
  separate suit against Advanta Semillas S.A.I.C. which was amended on August
  2, 2000 to include Zeneca S.A.I.C. (now Syngenta Agro S.A.) as co-defendant.
  Agro Atar alleges that Advanta Semillas S.A.I.C. breached its obligations under
  certain agreements which had been entered into with Zeneca S.A.I.C. (which were
  subsequently assigned to Advanta Semillas S.A.I.C.) pursuant to which Agro Atar
  had the rights to market and sell sunflower, corn, and sorghum seed. Based on
  that alleged breach, Agro Atar terminated the agreements. Agro Atar claims damages
  of $58 million. On June 14, 2001 on the application of Zeneca S.A.I.C. the judge
  in this second lawsuit ordered the joinder of both sets of proceedings. Trial
  of the proceedings has been ordered; a preliminary hearing took place on November
  27, 2002, and the proceedings have entered the evidentiary stage. Syngenta believes
  that Zeneca S.A.I.C. had cause to terminate the agrochemicals supply contract
  with Agro Atar and intends vigorously to defend both lawsuits. Both cases are
  still waiting for Supreme Court decision regarding the lower courts jurisdiction.
  It is expected that the court will convert the claims into local currency.

In February 2001, the Port of Houston Authority (the Port) filed suit against GB Biosciences Holdings, Inc., GB Biosciences Corporation, and certain other Syngenta entities (including Syngenta Crop
Protection, Inc.) in Texas State Court regarding contamination that has allegedly migrated off the GB Biosciences Greens Bayou site in Houston, Texas. The Greens Bayou site, which manufactures an agricultural fungicide, was acquired by us in
February 1998 from Ishihara Sangyo Kaisha, Ltd. (ISK). The onsite past use of certain chlorinated organic compounds employed in the manufacture of certain pesticides has contributed to soil and groundwater contamination, some of which
has been detected on and under the adjacent property owned by the Port and in sediments of the adjoining Greens Bayou. The contamination at issue mainly involves certain chlorinated pesticides generated before 1970 by the prior owner of the plant,
also named as a defendant. While this contamination is generally being addressed under the sites Resource Conservation and Recovery Act (RCRA) permit, the Port nonetheless filed suit. On December 19, 2003, the Syngenta entity
defendants, along with co-defendants ISK and Occidental Chemical Company (Occidental) and certain of their affiliates settled the Ports lawsuit by agreeing to conduct certain remediation activities expected to cost approximately
$45 million, to pay the Port $35 million and to provide an indemnity having a maximum liability of $20 million. The Syngenta, ISK and Occidental defendants agreed to share the costs of the settlement on an interim basis subject to determination of
their ultimate shares of liability in further proceedings. Syngenta believes that it is adequately reserved for any ultimate liability for the costs of the settlement with the Port.

In July 2002 Syngenta filed a lawsuit in which Syngenta Seeds, Inc. charges that Monsanto, DeKalb Genetics, Pioneer Hi-Bred, Dow AgroSciences and Mycogen Seeds are infringing upon one or more of United States Patent
No. 6,075,185, United States Patent No. 6,320,100, and United States Patent No. 6,403,865. The products accused of infringement include YieldGard® MON810 BT corn and Herculex ® Bt corn. These patents cover synthetic Bt genes with increased
expression in corn and corn plants resistant to insects such as the European corn borer that result from expression of such Bt genes; the patent cover includes corn plants with such genes either alone or stacked with other traits. The defendants
assert that the patents are not infringed and are invalid and unenforceable. The case is currently in discovery and is scheduled for trial in November 2004. In this lawsuit, Syngenta seeks damages adequate to compensate Syngenta for defendants
infringement of the patents at issue, with interest as fixed by the Court, as well as damages to be trebled as a

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consequence of defendants willful infringement. Syngenta is also seeking injunctions prohibiting defendants from further acts of infringement, contributory infringement and inducement of infringement.

In a second lawsuit filed
  in July 2002, Syngenta Biotechnology, Inc., asserted that Monsanto and Delta
  and Pine Land are infringing United States Patent No. 6,051,757 by at least
  their activities relating to Bollgard ® Cotton, Bollgard® ll Cotton
  and Roundup Ready ® Cotton as well as ongoing activities relating to the
  Agrobacterium transformation of broadleaf plants such as cotton and soybean.
  This patent covers methods of transferring genes into broadleaf plants using
  Agrobacterium and related methods of breeding. On January 31, 2003, Syngenta
  filed a new lawsuit against Dow Agro-Sciences and Phytogen for infringement
  of U.S. Patent No. 6,051,757. the same Agrobacterium transformation patent under
  which Syngenta brought suit against Monsanto Company and Delta and Pine Land
  Company in July 2002. The impetus for filing this new lawsuit was a public disclosure
  that Dows WideStrikeTM insect resistant cotton was made by Agrobacterium
  transformation and would be commercially introduced by Dow and Phytogen for
  the 2004 season. On May 22, 2003, this case was consolidated with Syngentas
  case against Monsanto and Delta and Pine Land for purposes of claim construction
  and fact discovery. In February 2004, Syngenta settled both of these lawsuits
  with all defendants and these two lawsuits have been dismissed. As part of the
  settlement with Monsanto, Syngenta and Monsanto also reached an agreement that
  resolves a lengthy patent interference proceeding in the U.S. Patent and Trademark
  Office involving transgenic broad leaf crops. Under the agreement with Monsanto,
  Syngenta and Monsanto will provide each other with royalty-free, non-exclusive
  licenses related to the development, use and sale of transgenic crops containing
  agricultural technologies such as insect-protection and herbicide-tolerance
  produced through the cross-licensed Agrobacterium-mediated transformation technology.

On October 21, 2002, Pioneer Hi-Bred International, Inc. commenced an action against Syngenta Seeds, Inc. in the United States District Court for the Southern District of Iowa. In its Complaint, Pioneer asserts the
following causes of action: (i) patent infringement; (ii) violation of the Lanham Act; (iii) misappropriation of trade secrets; (iv) misappropriation; (v) conversion; (vi) breach of contract; (vii) intentional interference with contractual
relations; (viii) unjust enrichment and (ix) unfair competition. Pioneer is seeking damages, including exemplary and treble damages, in an amount to be determined at trial and an injunction prohibiting Syngenta from using the allegedly
misappropriated information. Syngenta has denied the allegations of the complaint and is vigorously defending Pioneers claims. The case is currently in the discovery phase that is expected to continue until January 1, 2005. The scope of
discovery was initially limited by order of the Magistrate issued on May 28, 2003 which required Pioneer to identify Syngenta products that it suspected contained Pioneer germplasm. On July 18, 2003 Syngenta Seeds responded to Pioneers
discovery requests. The court subsequently expanded the scope of discovery by its order dated October 8, 2003 and on December 16, 2003 Syngenta complied with that discovery order. The current scheduling order has a trial readiness date of June 1,
2005.

On November 24, 2003, Syngenta Crop Protection, Inc. filed a declaratory judgment action against Monsanto Company and Monsanto Technology, LLC in United States District Court for the District of Delaware asking for a
declaration by the court that three United States patents held by Monsanto Technology, LLC are invalid, unenforceable and/or not infringed by Syngenta in its sale of certain glyphosate based products. Syngenta is also seeking a permanent injunction
against the defendants enforcement of the patents in question and attorneys fees and costs. On February 9, 2004, Monsanto Company and Monsanto Technology LLC filed a lawsuit against Syngenta Crop Protection, Inc. in US District Court for the
Eastern District of Missouri alleging that the Monsanto patents which Syngenta claims are invalid, unenforceable and/or not infringed or will be infringed by Syngentas registration and sale of certain glyphosate based products in the United
States. Monsantos suit claims damages, a preliminary and permanent injunction, and attorneys fees and costs. Syngenta is vigorously litigating its claims against Monsanto and defending Monsantos claims against Syngenta.

Syngenta Crop Protection, Inc. is involved in various lawsuits stemming from the GALECRON class action. GALECRON (active ingredient chlordimeform) is an insecticide which was produced by Ciba-Geigy from 1968 to 1976
and 1978 to 1988. Scientific studies have indicated an increased incidence of bladder cancer among production workers exposed to 4-cot, a metabolite of chlordimeform. In 1994 workers exposed to GALECRON at manufacturing and formulation sites, as
well as applicators of the product, filed a class action in the United States which was settled the same year. The settlement required Ciba-Geigy (predecessor in interest to Novartis and Syngenta) to expand its monitoring program to individuals
occupationally exposed to GALECRON and to compensate these individuals for certain covered conditions and procedures. Individuals were permitted to bring separate lawsuits for occupational exposure to GALECRON only if they opted out of the class
action settlement. There are still 3 opt-out cases pending against Syngenta Crop Protection, Inc. alleging various injuries. While over 100 other individuals opted out of the class action, they have yet to file suit. As time passes, the applicable
statutes of limitation will bar many of these potential lawsuits. A substantial portion of the costs of the class action settlement, as well as the opt-out litigation, are likely to be covered by the Companys insurers, subject to applicable
deductibles.

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Two companies, Agroquimica
  Puesto Viejo S.R.L. and Agroquimica Puesto Nuevo S.A., sued Novartis Argentina
  S.A. for damages and loss of profits in the total amount of US$5 million. The
  suits allege wrongful termination of a distribution agreement. Currently, the
  suit is in the discovery stage, and in parallel, settlement options are being
  explored. On September 24, 2002, the court of first instance ruled in favor
  of Syngenta. Currently, proceedings are in the appeal stage, and the parties
  are waiting for a decision by the Court of Appeals.

In early 1999, Comercial Agricola del Peru S.A. (Cadepsa) sued Novartis Biosciences Peru S.A. and Novartis International AG as well as Quimica Suiza for damages and loss of profits in the amount of US$3.5
million. As former distributor of VERTIMEC® (active ingredient abamectin), Cadepsa argues that the transfer of the distribution rights for VERTIMEC® following the acquisition of VERTIMEC® by Novartis caused damage and loss of profit.
During 2001 a judicial expert proceeding regarding the alleged damages caused to Cadepsa has rendered results in favor of Novartis. In 2003, the court proceedings did not advance.

Syngenta is also subject to certain tax claims. In 1996, the Brazilian Federal Tax Treasury drew Novartis Brazilian legal entity into administrative proceedings, regarding the import tax classification of the
active ingredient Atrazine. The issue is whether, under applicable law, Atrazine will qualify as a raw material (Syngentas position) or as intermediate chemicals (the Federal Inspections position). So far there have been 17
administrative rulings against Syngenta. Currently, 16 cases are on appeal before the judiciary. In aggregate, the maximum contingency in the event of an unfavorable outcome for Syngenta could amount to approximately BRL 24.5 million, a sum
currently corresponding to approximately US$8.5 million. There are no decisions in the first level Court.

In 1992, the Tax Inspectorate of Rio de Janeiro State drew Sandoz Brazilian legal entity into administrative proceedings, regarding the sales tax classification of copper thread, which serves as raw material for
certain copper-based products. The issue is whether the particular copper materials, under applicable law, will qualify as copper thread, in which case no tax on sale would apply (Syngentas position), or as copper scrap, in which case
substantial additional tax payments would fall due (the Federal Inspectorates position). In January 2003, there was an administrative ruling against Syngenta. Syngenta appealed this ruling. On January 30, 2004, Syngenta made a payment under
Rio de Janeiro State Tax Amnesty Law (promulgated as Law Nr. 4246/2003). Syngenta is awaiting formal abatement of its tax liabilities as a result of such payment.

In 1990, the Federal Government of Brazil, represented by the Federal Tax Treasury, drew Ciba-Geigys Brazilian legal entity into an administrative proceeding. The Government claimed that Ciba-Geigy violated a
federal regulation which provided at that time for regulated prices for, among other things, agrochemicals at that time, in connection with Ciba-Geigys pricing of Extravon. While this regulation was abrogated shortly after the commencement of
the administrative proceedings in 1990, the matter is still pending before the Brazilian Federal Supreme Court. The aggregate contingency in the event of an unfavorable outcome for Syngenta could amount to approximately BRL 12 million, a sum
currently corresponding to approximately US$4.2 million.

Litigation is subject to many uncertainties, and the outcome of individual matters cannot be predicted with certainty. It is reasonably possible that the final resolution of some of these matters could require Syngenta
to make expenditures, in excess of established reserves, over an extended period of time and in a range of amounts that cannot be reasonably estimated. Although the final resolution of any such matters could have a material effect on Syngentas
consolidated operating results and cash flows for a particular reporting period, Syngenta believes that it should not materially affect its consolidated financial position, although there can be no assurances.

Dividends and Dividend Policy

At this years Ordinary General Meeting of shareholders on April 27, 2004, our Board of Directors proposes instead of a dividend payment, a par value reduction of CHF 1.70 per share. If shareholder approval is
granted, the pay back of CHF 1.70 to shareholders will reduce the par value of each share from CHF 10.00 to CHF 8.30.

Because of the legal and regulatory processes involved, the par value reduction and the distribution of this par-value portion is expected to take place on July 16, 2004. Holders of ADRs and CDIs will receive the
par-value reduction to the number of Syngenta shares represented by the ADRs or CDIs. The repayment of the par value portion to holders of ADRs listed on the New York Stock Exchange will be paid to The Bank of New York, which will convert the amount
into U.S. Dollars for disbursement to such holders. The repayment to holders of CDIs will be paid to CREST, which will convert the amount into GBP for disbursement to such holders.

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The Company expects to provide level of future returns to the shareholder, in the range of 25 percent to 40 percent of the available earnings for distribution, but the actual level will depend on the financial
performance and will also depend on the need to fund capital expenditures, working capital and other investments. The return will be in the form of a dividend or a par value reduction.

For information on Swiss law requirements regarding dividends, see Item 10  Additional information  Articles of Incorporation  Dividends. For information about deduction of withholding
taxes, see Item 10  Additional Information Taxation - Switzerland. For information about taxation of repayments from par-value reduction, see Item 10  Additional Information  Taxation.

ITEM 9  THE OFFER AND LISTING

Markets

Trading Markets and Price Ranges

Our shares are primarily listed on the Swiss Exchange and principally traded on the London-based virt-x, a recognized investment exchange supervised by the Financial Services Authority (FSA) in the United Kingdom,
where all the Swiss blue chips have been principally traded since June 25, 2001. Our shares are also listed and traded on the New York Stock Exchange (in the form of ADRs). Syngenta has decided to de-list its shares from the London Stock Exchange
and from the OM Stockholm Stock Exchange as of December 30, 2003.

The information presented in the table below represents, for the periods indicated, the reported high and low closing sales prices quoted in their respective currency.

|                                                  |                        |  |       | 
|------------------------------------------------- | ---------------------- |  | ----- | 
|Trading Prices on Swiss Exchange                  |                        |  |       | 
|                                                  |                        |  |       | 
|                                                  | Price per Share in CHF | 
|                                                  |                        |  |       | 
|                                                  | High                   |  | Low   | 
|                                                  |                        |  |       | 
|Annual Highs and Lows                             |                        |  |       | 
|2000 (since November 13, 2000)                    | 87.00                  |  | 75.05 | 
|2001                                              | 102.75                 |  | 66.95 | 
|2002                                              | 108.50                 |  | 74.65 | 
|2003                                              | 86.60                  |  | 57.10 | 
|                                                  |                        |  |       | 
|Quarterly Highs and Lows                          |                        |  |       | 
|2002                                              |                        |  |       | 
|First Quarter                                     | 102.75                 |  | 82.40 | 
|Second Quarter                                    | 108.50                 |  | 88.80 | 
|Third Quarter                                     | 92.70                  |  | 74.65 | 
|Fourth Quarter                                    | 95.00                  |  | 77.35 | 
|2003                                              |                        |  |       | 
|First Quarter                                     | 86.60                  |  | 57.10 | 
|Second Quarter                                    | 73.40                  |  | 62.10 | 
|Third Quarter                                     | 82.50                  |  | 67.80 | 
|Fourth Quarter                                    | 83.30                  |  | 70.40 | 
|                                                  |                        |  |       | 
|Monthly Highs and Lows for most recent six months |                        |  |       | 
|2003                                              |                        |  |       | 
|September                                         | 78.60                  |  | 71.60 | 
|October                                           | 75.00                  |  | 70.40 | 
|November                                          | 79.15                  |  | 72.20 | 
|December                                          | 83.30                  |  | 79.15 | 
|2004                                              |                        |  |       | 
|January                                           | 87.10                  |  | 81.00 | 
|February                                          | 90.35                  |  | 84.50 | 

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|                                                  |                        |  |        | 
|------------------------------------------------- | ---------------------- |  | ------ | 
|Trading Prices on the OM Stockholm Stock Exchange |                        |  |        | 
|                                                  |                        |  |        | 
|                                                  | Price per Share in SEK | 
|                                                  |                        |  |        | 
|                                                  | High                   |  | Low    | 
|                                                  |                        |  |        | 
|Annual Highs and Lows                             |                        |  |        | 
|2000 (since November 13, 2000)                    | 506.00                 |  | 425.00 | 
|2001                                              | 600.00                 |  | 468.50 | 
|2002                                              | 675.00                 |  | 465.00 | 
|2003                                              | 541.00                 |  | 358.00 | 
|                                                  |                        |  |        | 
|Quarterly Highs and Lows                          |                        |  |        | 
|2002                                              |                        |  |        | 
|First Quarter                                     | 639.00                 |  | 512.00 | 
|Second Quarter                                    | 675.00                 |  | 544.00 | 
|Third Quarter                                     | 575.00                 |  | 465.00 | 
|Fourth Quarter                                    | 584.00                 |  | 485.00 | 
|2003                                              |                        |  |        | 
|First Quarter                                     | 541.00                 |  | 358.00 | 
|Second Quarter                                    | 531.00                 |  | 378.00 | 
|Third Quarter                                     | 495.00                 |  | 399.00 | 
|Fourth Quarter                                    | 475.00                 |  | 408.00 | 
|                                                  |                        |  |        | 
|Monthly Highs and Lows for most recent six months |                        |  |        | 
|2003                                              |                        |  |        | 
|September                                         | 464.00                 |  | 415.00 | 
|October                                           | 433.00                 |  | 408.00 | 
|November                                          | 460.00                 |  | 412.00 | 
|December                                          | 475.00                 |  | 455.00 | 
|2004: de-listed as of December 30, 2003           |                        |  |        | 

|                                                  |                             |  |         | 
|------------------------------------------------- | --------------------------- |  | ------- | 
|Trading Prices on the London Stock Exchange       |                             |  |         | 
|                                                  |                             |  |         | 
|                                                  | Price per Share in GB pence | 
|                                                  |                             |  |         | 
|                                                  | High                        |  | Low     | 
|                                                  |                             |  |         | 
|Annual Highs and Lows                             |                             |  |         | 
|2000 (since November 13, 2000)                    | 3530.00                     |  | 3012.50 | 
|2001                                              | 4257.50                     |  | 3000.00 | 
|2002                                              | 4550.00                     |  | 3200.00 | 
|2003                                              | 3832.50                     |  | 2687.50 | 
|                                                  |                             |  |         | 
|Quarterly Highs and Lows                          |                             |  |         | 
|2002                                              |                             |  |         | 
|First Quarter                                     | 4250.00                     |  | 3425.00 | 
|Second Quarter                                    | 4550.00                     |  | 3900.00 | 
|Third Quarter                                     | 4012.50                     |  | 3200.00 | 
|Fourth Quarter                                    | 4012.50                     |  | 3425.00 | 
|2003                                              |                             |  |         | 
|First Quarter                                     | 3832.50                     |  | 2687.50 | 
|Second Quarter                                    | 3337.50                     |  | 2887.50 | 
|Third Quarter                                     | 3650.00                     |  | 3062.50 | 
|Fourth Quarter                                    | 3600.00                     |  | 3200.00 | 
|Monthly Highs and Lows for most recent six months |                             |  |         | 
|2003                                              |                             |  |         | 
|September                                         | 3537.50                     |  | 3225.00 | 
|October                                           | 3287.50                     |  | 3200.00 | 
|November                                          | 3425.00                     |  | 3200.00 | 
|December                                          | 3600.00                     |  | 3450.00 | 
|2004: de-listed as of December 30, 2003           |                             |  |         | 

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|                                                  |                         |  |       | 
|------------------------------------------------- | ----------------------- |  | ----- | 
|Trading Prices on the New York Stock Exchange     |                         |  |       | 
|                                                  |                         |  |       | 
|                                                  | Price per ADR(1) in US$ | 
|                                                  |                         |  |       | 
|                                                  | High                    |  | Low   | 
|                                                  |                         |  |       | 
|Annual Highs and Lows                             |                         |  |       | 
|2000 (since November 13, 2000)                    | 10.94                   |  | 8.38  | 
|2001                                              | 12.67                   |  | 8.60  | 
|2002                                              | 13.14                   |  | 9.87  | 
|2003                                              | 13.51                   |  | 8.60  | 
|                                                  |                         |  |       | 
|Quarterly Highs and Lows                          |                         |  |       | 
|2002                                              |                         |  |       | 
|First Quarter                                     | 12.30                   |  | 9.87  | 
|Second Quarter                                    | 13.14                   |  | 11.57 | 
|Third Quarter                                     | 12.40                   |  | 9.87  | 
|Fourth Quarter                                    | 12.70                   |  | 10.65 | 
|2003                                              |                         |  |       | 
|First Quarter                                     | 12.45                   |  | 8.60  | 
|Second Quarter                                    | 11.35                   |  | 9.14  | 
|Third Quarter                                     | 11.78                   |  | 10.23 | 
|Fourth Quarter                                    | 13.51                   |  | 10.70 | 
|                                                  |                         |  |       | 
|Monthly Highs and Lows for most recent six months |                         |  |       | 
|2003                                              |                         |  |       | 
|September                                         | 11.39                   |  | 10.83 | 
|October                                           | 11.32                   |  | 10.76 | 
|November                                          | 12.18                   |  | 10.70 | 
|December                                          | 13.51                   |  | 12.23 | 
|2004                                              |                         |  |       | 
|January                                           | 13.91                   |  | 13.16 | 
|February                                          | 14.75                   |  | 13.62 | 

(1)One ADR represents one-fifth of a share of the Company. Source: Bloomberg

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ITEM 10  ADDITIONAL INFORMATION

Articles of Incorporation

Set out below is a brief
  summary of certain provisions of the articles of incorporation of Syngenta and
  of the Swiss Code of Obligations (Schweizerisches Obligationenrecht) as it relates
  to the Syngenta shares. This description does not purport to be complete and
  is qualified in its entirety by reference to the Swiss Code of Obligations and
  the articles of incorporation of Syngenta. Copies of the Syngenta articles of
  incorporation are available at the offices of Syngenta AG, Schwarzwaldallee
  215, 4058 Basel, Switzerland, and can be accessed on the Internet ( www.syngenta.com
  ) in the section About Syngenta. An English translation is included
  as an exhibit to this annual report.

Syngenta AG is registered in the commercial register of the Canton of Basel-Stadt under number CH-170.3.023.349-3. The business purpose of Syngenta, according to section 2 of its articles of incorporation, is to hold
interests in enterprises, particularly in the areas of agribusiness; under special circumstances, Syngenta may also directly operate such businesses. Syngenta may acquire, mortgage, liquidate or sell real estate and intellectual property rights in
Switzerland or elsewhere.

Capital Structure and Shares

The nominal share capital of Syngenta is CHF 1,125,645,840, divided into 112,564,584 registered shares with a nominal value of CHF 10.00 each. All of the Syngenta shares have been issued in registered form and are
fully paid.

A shareholder may at any time request that Syngenta confirm the number of registered shares owned by the shareholder recorded in Syngentas share register. Shareholders are not entitled, however, to demand the
printing and delivery of certificates representing shares.

Voting Rights

Each Syngenta share carries one vote at the shareholders meetings of Syngenta. With respect to both domestic and foreign shareholders, voting rights may be exercised only after a shareholder has been registered
in Syngentas share register (Aktienbuch) as a shareholder with voting rights. Registration as a shareholder with voting rights is subject to certain declarations on the ownership of Syngenta shares.

Shareholders Meetings

Under Swiss law, an ordinary annual shareholders meeting must be held within six months after the end of Syngentas financial year. Shareholders meetings may be convened by the board of directors or,
in exceptional circumstances, by the statutory auditors. The board of directors is further required to convene an extraordinary shareholders meeting if resolved by an ordinary shareholders meeting or if requested by shareholders holding
in the aggregate at least 10% of the share capital of Syngenta. Shareholders holding Syngenta shares with a nominal value of at least CHF 1 million (i.e., 100,000 shares) have the right to request that a specific proposal be put on the agenda and
voted upon at the next shareholders meeting. A shareholders meeting is convened by way of notice appearing once in an official publication, as determinated by Swiss law or otherwise designated by the Board at least 20 days prior to such
meeting. Registered shareholders may also be informed by mail.

At the shareholders meeting, shareholders pass resolutions and make elections, if not otherwise required by law, by a simple majority of the votes represented (i.e., abstentions from voting shares represented at
the meeting having the effect of votes against the proposal). Under Swiss law and as per Syngentas articles of incorporation a resolution passed at a shareholders meeting with a supermajority of 66 2/3% of the votes represented and the
absolute majority of the nominal value of the Syngenta shares represented is required for:

- changes in Syngentas business purpose;
- the creation of shares with privileged voting rights;
- restrictions on the transferability of registered shares and the removal of such restrictions;
- an authorized or conditional increase in Syngentas share capital;

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- an increase in Syngentas share capital by way of capitalization of reserves (Kapitalerhöhung aus Eigenkapital), against contributions in kind (Sacheinlage) or for the purpose of the acquisition of
assets (Sachübernahme), or the granting of special privileges;
- the restriction or withdrawal of pre-emptive rights of shareholders;
- a relocation of the registered office; and
- the dissolution of Syngenta other than by liquidation (for example, by way of a merger).

In addition, any provision in the articles of incorporation providing for a stricter voting requirement than the voting requirements prescribed by law or the existing articles of incorporation must be adopted in
accordance with such stricter voting requirements. The articles of incorporation of Syngenta do not contain provisions setting forth stricter voting requirements for shareholders meetings than the voting requirements prescribed by law and
described above.

At the shareholders meeting, shareholders also have the non-transferable power, by a simple majority of the votes represented at the shareholders meeting, to ratify any amendments to the articles of
incorporation (other than those referred to in the preceding two paragraphs), to elect the Directors and the external auditors, to approve the annual report and the financial statements, to set the annual dividend, to grant the Directors and
management discharge from liability for matters disclosed at the shareholders meeting, and to order an independent investigation into specific matters proposed at the shareholders meeting (Sonderprüfung).

At Syngentas shareholders meetings, shareholders may only be represented by a legal representative, by another shareholder entitled to vote based on a written proxy, proxies designated in agreements with or
regulations relating to nominees, by an appointed representative of the corporate body of Syngenta (Organvertreter), the independent proxy (unabhängiger Stimmrechtsvertreter) or an assignee of proxy votes for deposited shares (Depotvertreter).
Votes are taken on a show of hands unless the shareholders resolve to have a ballot or the chairman of the meeting orders such ballot.

Pre-Emptive Rights

Under Swiss law, any share issue, whether for cash, non-cash consideration or no consideration, is subject to the prior approval at the shareholders meeting. As a rule, Syngenta shareholders have pre-emptive
rights for all new issues of securities. However, these pre-emptive rights may be varied or excluded by a resolution of a shareholders meeting on valid grounds. The resolution must be taken by a majority of two-thirds of the votes represented
at the meeting and the absolute majority of the par value of the shares represented (unless provided otherwise in the articles of incorporation). Valid grounds include, for instance, the acquisition of all or part of the assets and liabilities or
the acquisition of the shares of another company as well as the creation of employee participation plans. The shareholders may not be treated unequally in connection with any exclusion of pre-emptive rights. Moreover, it must be in the interest of
the Company to exclude such pre-emptive rights in any given case. In the event of a conditional or authorized share capital increase, the shareholders meeting may delegate the decision as to whether pre-emptive rights should be excluded to the
Board of Directors provided the fundamental principles upon which the decision has to be made are determined pursuant the shareholders meeting.

Borrowing Power

Neither Swiss law nor the articles of incorporation of Syngenta restrict in any way Syngentas power to borrow and to raise funds. The decision to borrow funds is passed by or under the direction of
Syngentas Board of Directors, with no shareholders resolution required.

Duration and Liquidation

The articles of incorporation do not limit Syngentas duration. Syngenta may be dissolved at any time by a shareholders resolution which must be passed by (1) an absolute majority of the Syngenta shares
represented at the meeting in the event Syngenta is dissolved by way of liquidation, and (2) a super-majority of 66 2/3% of the votes represented and the absolute majority of the nominal value of the Syngenta shares represented at the meeting in
other events (for example in a merger where Syngenta is not the surviving entity).

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Under Swiss law, any surplus arising out of a liquidation (after the settlement of all claims of all creditors) is distributed to shareholders in proportion to the paid-up nominal value of Syngenta shares held by them.

Directors

According to article 24 of the articles of incorporation, the Board of Directors can pass resolutions with respect to all matters which are not reserved to the authority of the shareholders at the
shareholders meeting by law or by the articles of incorporation. Exercise of this power does not require shareholder approval. Neither Swiss law nor the articles restrict in any way the Companys power to borrow or otherwise raise funds.

The terms of office for each member of the Board of Directors shall not exceed three years (a year within the meaning of this provision is the interval between two ordinary shareholders meetings). The term of
office shall be determined for each member at the occasion of its election. The several terms of office shall be coordinated so that in each year approximately one-third of all members of the Board of Directors shall be subject to re-election or
election.

Article 21 of Syngentas articles of incorporation confers general authority upon the Board of Directors to determine the remuneration of its members. However, pursuant to article 5 of the regulations governing
the internal organization of Syngenta, Directors are obliged to leave the meeting room when business is dealt with that impinges on such Directors own interests or those of a person or legal entity close to such Directors. In addition, Swiss
law requires Directors and members of senior management to safeguard the interests of the Company and imposes a duty of care and a duty of loyalty on such persons. These duties are generally interpreted to mean that Directors and members of senior
management may not participate in decisions that personally affect them. Directors and officers are personally liable to the Company for breach of these duties.

Syngentas articles of incorporation contain no specific provisions permitting or prohibiting Directors from borrowing from the Company. However, Swiss law provides that a Director, or any other persons associated
with a Director, must refund to the Company any payments made to such Director or persons by the Company, other than payments made at arms length. The United States Sarbanes-Oxley Act, enacted in July 2002, makes it unlawful for the Company
directly or indirectly to extend or maintain credit, to arrange for an extension of credit or to renew a credit, in the form of a personal loan, to or for its executive officers or Directors.

The Directors shall automatically retire after the lapse of the twelfth year of office or, if earlier, after the expiry of the seventieth year of age, provided that the retirement shall become effective on the date of
the next ordinary shareholders meeting following such event.

Notices

Under Swiss law, notices to shareholders are validly made by publication in the Swiss Official Commercial Gazette. The Board may designate additional means of communication for publishing notices to shareholders.

Dividends

Swiss law requires that at least 5% of the annual net profits of the Company be retained by the Company as general reserves for so long as these reserves amount to less than 20% of the Companys nominal share
capital. Under Swiss law, dividends are paid out only if approved by the shareholders. In addition, the articles of incorporation provide that the allocation of profit shown on the Companys balance sheet is determined by shareholders at the
shareholders meeting. The Board may propose that a dividend be paid out, but cannot itself set the dividend. In practice, the dividend proposal of the Board is usually approved at the shareholders meeting. Dividends are usually due and
payable immediately after the shareholders resolution relating to the allocation of profits has been passed. The Company only has one class of shares with a nominal value of CHF 10 each. Therefore, all shareholders are entitled to equal
dividends. Holders of CDIs and ADRs will receive dividends in proportion to the number of Syngenta shares represented by the CDIs or ADRs. According to section 4 of the articles, dividends which have not been claimed within five years after the due
date revert to the Company and are allocated to the general reserves.

Liquidation

According to Swiss Law, each shareholder is entitled to receive the part of the assets of a company remaining after its liquidation which is proportional to its paid-in shareholding.

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Redemption Provision

Swiss law limits the number of shares, which the Company may hold or repurchase. The Company and its subsidiaries may repurchase shares only if (i) the Company has sufficient free reserves to pay the purchase price and
(ii) the aggregate nominal value of such shares does not exceed 10% of the nominal share capital of the Company. Shares held by the Company and its subsidiaries do not have any voting rights. Furthermore, the Company must create a reserve on its
balance sheet in the amount of the purchase price of the acquired shares. Long-term share buy-backs by the Company may be subject to certain adverse tax consequences in Switzerland.

Mandatory Bid Rule

According to Swiss law, shareholders may pass a resolution to merge with another corporation at any time. In accordance with Swiss law, article 17 of Syngentas articles of incorporation confers authority upon the
shareholders to pass resolutions concerning all matters which by law or the articles of incorporation are reserved to the authority of the shareholders at the General Meeting. However, article 18 of the articles of incorporation requires the
approval of at least two thirds of the votes represented at the General Meeting in order for the shareholders to effect the dissolution of the Company without liquidation.

Under the Swiss Stock Exchange Act, shareholders and groups of shareholders acting in concert who acquire more than 33 1/3% of the voting rights of a company incorporated in Switzerland of which at least one class of
equity securities is listed on the Swiss Exchange must submit a takeover bid to all remaining shareholders. A mandatory takeover bid must be made under certain rules (including rules with respect to price and procedures) set forth in the Swiss Stock
Exchange Act.

Significant Differences

Please see the references to Swiss law throughout this Item 10  Additional Information, which highlight certain significant differences between Swiss law and United States law.

Material Contracts

The following is a summary of our material contracts. Because it is a summary, it may not contain all of the information about such contracts that is important to you. The summaries are qualified in their entirety by
reference to the contracts, copies of which have been filed with the SEC.

Debt Instruments

Please refer to Note 18 to the consolidated financial statements for a description of material contracts pertaining to Syngentas current financial debt.

The Separation Agreements

Novartis, AstraZeneca, Syngenta and various of their affiliates entered into a series of separation agreements, each of which became effective at the completion of the Transactions, the purpose and effect of which was:

- to achieve the separation
    of the historic, current and possible future liabilities of Novartis agribusiness
    and Zeneca agrochemicals business from the historic, current and possible
    future liabilities of the remaining activities of Novartis and AstraZeneca;
- to properly allocate amongst the parties liabilities that may arise under relevant securities laws as a result of any misstatements or omissions contained in the various annual report documentation to be
distributed to AstraZeneca and Novartis shareholders or as a result of the Transactions themselves;
- to provide for the provision of various services between Novartis, AstraZeneca and Syngenta on a transitional, and in certain instances a longer-term, basis; and
- to ensure all affected parties have access to necessary relevant information in the future and that, where relevant, such information is subject to appropriate confidentiality provisions.

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Below we outline the material separation agreements:

Indemnity Matters Agreements

The Indemnity Matters Agreements between Novartis and Syngenta and AstraZeneca and Syngenta specify the losses that each party has reciprocally covenanted to pay arising from any damages that may arise relating to both
existing and former operations and divested divisions of the respective businesses. The parties are not obligated to reimburse each other for amounts which are covered under an insurance policy or otherwise from a third party. Generally, under these
agreements, AstraZeneca and Novartis respectively indemnify Syngenta for losses in connection with: (1) AstraZenecas businesses, other than AstraZenecas agrochemical business and in connection with AstraZenecas reorganization; and
(2) Novartiss businesses, other than Novartiss agribusiness, and in connection with Novartiss reorganization. Syngenta indemnifies AstraZeneca and Novartis, respectively, for losses in connection with Syngentas
agribusinesses.

Environmental Matters Agreements

The Environmental Matters Agreements between Novartis and Syngenta and AstraZeneca and Syngenta specify the obligations of each party to indemnify each other in respect of liabilities relating to environmental and
health and safety matters (other than product liability claims) against respective group companies and affiliates which arise through the historic, current and future operation of Syngenta. The purpose of the Environmental Matters Agreements is to
address, in general terms, the rights and obligations of Novartis, AstraZeneca and Syngenta for environmental claims that have been or will be incurred and to identify special arrangements for environmental matters related to specific affiliates of
each party. The parties are not obligated to reimburse each other for amounts which are covered under an insurance policy or otherwise from a third party.

Under the Environmental Matters
  Agreements, Syngenta and its subsidiaries indemnify AstraZeneca and Novartis
  for matters arising from Syngentas sites and agribusinesses, with exceptions
  for certain sites and circumstances. AstraZeneca and Novartis are allocated
  liability and indemnify Syngenta for such matters arising from their respective
  sites and businesses, including AstraZenecas businesses (not including
  AstraZenecas agrochemical business) and sites and Novartiss businesses
  (not including the Novartis agribusiness) and sites, with exceptions for certain
  specific sites and circumstances.

Tax Deed

The Tax Deed between Novartis
  and Syngenta allocates between Novartis and Syngenta their responsibilities
  for certain tax matters. Novartis retained all tax liabilities arising out of
  or connected to the remaining Novartis businesses (excluding Novartis agribusiness)
  and the reorganization of the Novartis group for the purpose of separating Novartis
  agribusiness, except for certain events as described in the Tax Deed. Syngenta
  has assumed and will be responsible for all tax liabilities arising out of or
  connected to the Novartis agribusiness or a Syngenta-related event as described
  in the Tax Deed. The Deed also provides for the management of tax affairs and
  dispute resolution.

The Tax Deed between AstraZeneca and Syngenta allocates AstraZenecas and Syngentas responsibilities for certain tax matters. AstraZeneca retained all tax liabilities arising out of or connected to the
remaining AstraZeneca businesses (excluding Zeneca agrochemicals) and the reorganization of the AstraZeneca group for the purpose of separating Zeneca agrochemicals, except for certain events as described in the Tax Deed. Syngenta has assumed and
will be responsible for all tax liabilities arising out of or connected to Zeneca agrichemicals business or a Syngenta-related event as described in the Tax Deed. The Deed also provides for the management of tax affairs and dispute resolution.

Intellectual Property Agreements

Under the Intellectual Property Agreements, Syngenta acquired title to all relevant intellectual property that is exclusive to or predominantly relates to its business. Syngenta will license or will be granted licenses
for relevant intellectual property pertaining to the business of Syngenta that it shares with Novartis or AstraZeneca.

Licenses (other than the license of the Zeneca or Novartis house mark and domain names) are worldwide, exclusive in the field, royalty-free and perpetual. The licenses of the Novartis house mark and domain names are
exclusive in the agribusiness field, royalty-free and expire three years after the date of the completion of the transactions. The licenses of the Zeneca house mark and domain names are exclusive in the agrochemicals field, royalty-free and expire
on January 4, 2005.

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Public Documentation and Securities Offering Contribution Agreement

The Public Documentation and Securities Offering Contribution Agreement among Novartis, AstraZeneca and Syngenta allocates the responsibilities for losses arising out of untrue statements, omissions, actions or
statements made in the listing and shareholders documentation, regarding the offering of rights or dividends of shares in Syngenta or in relation to the registration, listing, transfer and issues of the Syngenta shares. Each of the parties
generally indemnifies the others for liabilities caused by untrue statements or alleged untrue statements contained in or omissions from such partys listing and shareholders documents relied on by the other parties or third parties.

Exchange Controls

There are currently no Swiss laws, decrees or regulations restricting the import or export of capital or affecting the payment of dividends or other payments to holders of Syngenta shares or ADRs who are non-Swiss
residents. There are no limitations relating only to non-Swiss persons under Swiss law or the Articles of Association of Syngenta on the right to be a holder of Syngenta shares or ADRs.

Taxation

This taxation summary solely addresses the material Swiss and United States tax consequences to shareholders in connection with the acquisition and disposition of Syngenta shares or ADRs. This summary does not discuss
every aspect of taxation that may be relevant to a particular taxpayer under special circumstances or who is subject to special treatment under applicable law and is not intended to be applicable in all respects to all categories of investors. This
summary also assumes that our business will be conducted in the manner outlined in this annual report. Changes in our organizational structure or the manner in which we conduct our business may invalidate this summary. The laws upon which this
paragraph is based are subject to change, perhaps with retroactive effect. A change to these laws may invalidate the contents of this summary, which will not be updated to reflect changes in laws. Prospective investors should consult their tax
advisors regarding the particular personal tax consequences of their acquiring, owning and disposing of shares or ADRs.

Switzerland

The following is a summary of certain tax considerations relevant to the acquisition and disposition of the Syngenta shares under Swiss tax laws. The following summary does not purport to address all tax consequences
of the ownership of Syngenta shares, and does not take into account the specific circumstances of any particular investor. This summary is based on the tax laws of Switzerland as in effect on the date hereof, which are subject to change (or changes
in interpretation), possibly with retroactive effect.

Withholding Tax on Dividends and Similar Distributions

Dividends paid and other similar cash or in kind taxable distributions made by Syngenta to a holder of Syngenta shares (including dividends on liquidation proceeds and stock dividends) are subject to a Swiss
withholding tax at a rate of 35%. The withholding tax will be withheld by Syngenta on the gross distributions and will be paid to the Swiss Federal Tax Administration. A reduction of the shares nominal value by means of a capital reduction
does not represent a dividend or similar distribution to Swiss withholding tax.

Swiss resident recipients. Swiss resident individuals or legal entities are generally entitled to a full refund or tax credit for the 35% withholding tax if they are the
beneficial owners of such distributions at the time the distribution is due and duly report the receipt thereof in the relevant income tax return. The 35% withholding tax on intercompany dividends paid from Syngenta to a Swiss parent
company may be only reported (instead of the withholding and refund procedure). This means that the dividend may be paid out gross. The reporting procedure, however only applies if the parent company holds minimum 20% in the capital of
Syngenta and only in respect of cash dividends (not applicable for example to liquidation proceeds).

Non-resident recipients.The recipient of a taxable distribution from Syngenta who is an individual or a legal entity not resident in Switzerland for tax purposes may be
entitled to a partial or even a full refund of the withholding tax if the country in which such recipient resides for tax purposes has entered into a bilateral treaty for the avoidance of double taxation with Switzerland and the further conditions
of such treaty are met. Holders of Syngenta shares not resident in Switzerland should be aware that the procedures for claiming treaty benefits (and the time frame required for obtaining a refund) may differ from country to country. Holders of
Syngenta shares not resident in Switzerland should consult their own legal, financial or tax advisors regarding receipt, ownership, purchase, sale or other dispositions of Syngenta shares and the procedures for claiming a refund of the withholding
tax.

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As of January 1, 2003, Switzerland had entered into bilateral treaties for the avoidance of double taxation with respect to income taxes with the following countries:

|Argentina      | Greece            | Malaysia    | South Africa       
|-------------- | ----------------- | ----------- | -------------------
|Albania        | Hungary           | Mexico      | Spain              
|Australia      | Iceland           | Moldavia    | Sri Lanka          
|Austria        | India             | Mongolia    | Sweden             
|Belgium        | Indonesia         | Morocco     | Thailand           
|Belarus        | Ireland           | Netherlands | Trinidad and Tobago
|Bulgaria       | Italy             | New Zealand | Tunisia            
|Canada         | Ivory Coast       | Norway      | Ukraine            
|China          | Jamaica           | Pakistan    | United Kingdom     
|Croatia        | Japan             | Philippines | United States      
|Czech Republic | Kazakhstan        | Poland      | Vietnam            
|Denmark        | Kirgistan         | Portugal    | Venezuela          
|Ecuador        | Republic of Korea | Romania     | Zimbabwe           
|Egypt          | Latvia            | Russia      |                    
|Finland        | Lithuania         | Singapore   |                    
|France         | Luxembourg        | Slovakia    |                    
|Germany        | Macedonia         | Slovenia    |                    

In addition, negotiations have been completed for a new double taxation treaty with Iran, Israel and Uzbekistan.

Residents of the United StatesA non-resident holder who is a resident of the United States for purposes of the Treaty eligible for a reduced rate of tax on dividends equal
to 15% of the dividend, provided that such holder (i) qualifies for benefits under the Treaty and (ii) holds, directly and indirectly, less than 10% of Syngenta voting stock, (iii) does not con duct business through a permanent establishment or
fixed base in Switzerland to which the shares or ADRs are attribut able. Such an eligible holder must apply for a refund of the amount of the withholding tax in excess of the 15% treaty rate The claim for refund must be filed on Swiss Tax Form 82
(82C for corporations; 82I for individuals; 82E for other entities), which may be obtained from any Swiss consulate general in the United States or from the Federal Tax Administration Switzerland at the address below, together with an instruction
form. The original form and three copies of the form must be duly completed, signed before a notary public of the United States, and sent to the Federal Tax Administration Switzerland, Eigerstrasse 65, CH-3003 Berne, Switzerland. The form must be
accompanied by suitable evidence of de duction of Swiss tax withheld at source, such as certificates of deduction, signed bank vouchers or credit slips. The form may be filed on or after July 1 or January 1 following the date the dividend was
payable, but no later than December 31 the third year following the calendar in which the dividend became payable.

In addition, negotiations have been completed for a new double taxation treaty with Iran, Israel and Uzbekistan.

Income and Profit Tax on Dividends and Similar Distributions

Individuals.An individual who is a Swiss resident for tax purposes, or is a non-Swiss resident holding Syngenta shares as part of a Swiss business operation or Swiss
permanent establishment, is required to report the receipt of taxable dis tributions received on the Syngenta shares in his relevant Swiss tax returns. A reduction of the shares nominal value means of a capital reduction does not represent a
taxable distribution received on the Syngenta shares to be reported his relevant tax return.

Legal entities.Legal
  entities resident in Switzerland or non-Swiss resident legal entities holding
  Syngenta shares as part of a Swiss establishment are required to include taxable
  distributions received on the Syngenta shares in their income subject to Swiss
  corporate income taxes. Payments received under a share capital reduction of
  Syngenta are also quali fied as taxable distributions received on the Syngenta
  shares, as far as the capital reduction is not considered as a (partial) disinvestment
  (reduction of the book value) in the statutory annual accounts of the legal
  entity holding Syngenta shares. A Swiss corporation or co-operative or a non-Swiss
  corporation or co-operative holding Syngenta shares as part of a Swiss permanent
  establishment may, under certain circumstances, benefit from relief from taxation
  with respect dividends and income on capital repayment (dividends received deduction
  /Beteiligungsabzug).

Non-resident recipients.Recipients of dividends
  and similar distributions on shares who are neither residents of Switzerland
  for tax purposes nor hold Syngenta shares as part of a Swiss business operation
  or a Swiss permanent establishment are not subject to Swiss income taxes in
  respect of such distributions.

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Tax Treatment of Capital Gains Realized on Syngenta Shares

Individuals.Swiss resident individuals who hold Syngenta shares as part of their private property generally are exempt from Swiss federal, cantonal and communal taxes with
respect to capital gains realized upon the sale or other disposal of Syngenta shares, unless such individuals are qualified as security trading professionals for income tax purposes. Gains realized upon a repurchase of Syngenta shares by Syngenta
for the purpose of the capital reduction are recharacterized as taxable distributions. The same is true for gains realized upon a repurchase of Syngenta shares if Syngenta were not to dispose of the repurchased shares within six years after the
repurchase. In principle, the taxable income would be the difference between the repurchase price and the nominal value of the shares.

Individuals who are Swiss residents for tax purposes and who hold the Syngenta shares as business assets, or are non-Swiss residents holding Syngenta shares as part of a Swiss business operation or Swiss permanent
establishment are required to include capital gains realized upon the disposal of Syngenta shares in their income subject to Swiss income tax.

Legal entities.Legal entities resident in Switzerland or non-Swiss resident legal entities holding Syngenta shares as part of a Swiss permanent establishment are required
to include capital gains realized upon the disposal of Syngenta shares in their income subject to Swiss corporate income tax. Under certain circumstances including a minimum holding of 20% of the Syngenta shares, they benefit from relief from
taxation with respect to gains realized upon the disposal of shares (qualified participation) (Beteiligungsabzug).

Non-resident individuals and legal entities.Individuals and legal entities which are not resident in Switzerland for tax purposes and do not hold Syngenta shares as part of
a Swiss business operation or a Swiss permanent establishment are not subject to Swiss income taxes on gains realized upon the disposal of the shares.

Net Worth and Capital Taxes

Individuals.Individuals who are Swiss residents for tax purposes, or are non-Swiss residents holding Syngenta shares as part of a Swiss business operation or Swiss
permanent establishment are required to include their Syngenta shares in their wealth which is subject to cantonal and communal net worth tax.

Legal entities.Legal entities resident in Switzerland or non-Swiss resident legal entities holding Syngenta shares as part of a Swiss permanent establishment are required
to include their Syngenta shares in their assets which are subject to cantonal and communal capital tax.

Non-resident individuals and legal entities.Individuals and legal entities which are not resident in Switzerland for tax purposes and do not hold Syngenta shares as part of
a Swiss business operation or a Swiss permanent establishment are not subject to Swiss cantonal and communal net worth and capital taxes.

Gift and Inheritance Tax

Transfers of Syngenta shares may be subject to cantonal and/or communal inheritance or gift taxes if the deceased or the donor or the recipient were resident in a Canton levying such taxes and in international
circumstances if the applicable tax treaty were to allocate the right to tax to Switzerland.

Stamp Tax Upon Transfer of Securities (Umsatzabgabe)

The transfer of the Syngenta shares after the completion of the transactions, whether by a Swiss resident or non-resident holder, may be subject to a Swiss securities transfer tax of 0.15% of the sales proceeds if the
sale occurs through or with a Swiss bank or other professional securities dealer as defined in the Swiss Federal Stamp Tax Act.

United States

The following discussion is a summary of the material United States federal income tax considerations relevant to the ownership by a United States holder of Syngenta shares or Syngenta ADRs. For purposes of this
discussion, United States holders are beneficial owners of Syngenta shares or ADRs that, for United States federal income tax purposes are (i) United States citizens or resident alien individuals, (ii) corporations organized in or under the laws of
the United States or any political subdivision thereof, or (iii) an estate or trust the income of which is subject to United States federal income taxation regardless of source.  In general, if you are the beneficial owner of Syngenta ADRs, you will
be treated, for

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United States federal income tax purposes, as the beneficial owner of the Syngenta Shares represented by those ADRs. The United States Treasury has expressed concerns that parties to whom depositary shares such as the
Syngenta ADRs are released may be taking actions that are inconsistent with the claiming of foreign tax credits by United States holders. Accordingly, the analysis of the creditability of Swiss withholding taxes described below could be affected by
future actions that may be taken by the United States Treasury. This summary does not address all of the United States federal income tax considerations that may be relevant to the particular circumstances of a United States holder of Syngenta
shares or Syngenta ADRs, and does not discuss any aspect of state, local or non-United States tax law. Moreover, this summary deals only with United States holders that will hold Syngenta shares or Syngenta ADRs as capital assets (generally,
property held for investment), and it does not apply to United States holders that may be subject to special tax rules, such as banks or other financial institutions, insurance companies, securities dealers, traders in securities that elect to use a
mark-to-market method of accounting for security holdings, tax-exempt organizations, investors liable for alternative minimum tax, persons that hold Syngenta shares or Syngenta ADRs as part of an integrated investment (including a straddle), persons
owning, directly, indirectly or constructively, 10% or more of the voting stock of Syngenta and persons whose functional currency is not the United States dollar. This summary is based on provisions of the United States Internal Revenue
Code of 1986, as amended (the Code), Treasury regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as now in effect, and all of which are subject to change, possibly with retroactive effect. It
is also based in part on representations by the Depositary and assumes that each obligation under the Deposit Agreement and any related agreements will be performed in accordance with their terms.  Shareholders should consult their own tax advisors
as to the tax considerations relevant to the ownership of Syngenta shares or ADRs in light of their particular circumstances, including the effect of any state, local or non-United States laws and including the eligibility for treaty benefits.

Distributions

A distribution received by a United States holder in respect of Syngenta shares or Syngenta ADRs generally will be considered a taxable dividend to the extent paid out of Syngentas current or accumulated earnings
and profits (as determined for United States federal income tax purposes).

The holder must include the gross amount of any taxable dividend (including any amount withheld in respect of Swiss income taxes) in the gross income. The dividend will be subject to United States federal income tax as
ordinary foreign source dividend income. Recently enacted United States tax legislation has reduced the rates of tax payable by individual shareholders on various items of income. Under the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the
2003 Act), enacted on May 28, 2003, the marginal tax rates applicable to ordinary income generally have been lowered with effect from January 1, 2003. Subject to certain limitations, the 2003 Act generally provides that qualified
dividend income received by an individual shareholder from either a domestic corporation or a qualified foreign corporation is subject to tax at the reduced rates applicable to certain capital gains. A qualified foreign corporation
includes certain foreign corporations that are eligible for benefits of a comprehensive income tax treaty with the United States which the Secretary determines is satisfactory for purposes of this provision and which includes an exchange of
information program (a qualifying treaty). The United States  Swiss tax treaty meets these requirements. However, the precise extent to which the dividends paid by non-United States corporations will constitute qualified
dividend income and the effect of such status on the ability of the taxpayers to utilize associated foreign tax credits is not clear at present. Treasury and the IRS are working on additional guidance concerning those aspects of the 2003 Act.
The holders should consult their own tax adviser regarding the implications of the provisions of the 2003 Act on their particular situation, including related restrictions and special rules. Dividends will not be eligible for the corporate
dividends-received deduction generally allowed to United States corporations under the Code.  Such dividends will constitute passive income for foreign tax credit purposes. Taxable dividends paid in Swiss or other foreign currency will be included
in a United States holders gross income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date the dividend is received by the United States holder, in the case of Syngenta shares, or by the depositary, in
the case of Syngenta ADRs. United States holders should consult their own tax advisors concerning the possibility of foreign currency gain or loss if any such Swiss or other foreign currency is not converted into U.S. dollars on the date of receipt.

Subject to certain conditions and limitations under United States federal income tax law, a United States holder will be eligible to claim a foreign tax credit for Swiss withholding taxes imposed at the rate provided
by the Swiss income tax treaty with the United States on distributions by Syngenta in respect of its Syngenta shares or Syngenta ADRs. Swiss taxes withheld in excess of the rate provided in the Swiss income tax treaty with the United States will not
be eligible for credit against a United States holders federal income tax liability. Alternatively, a United States holder may choose to deduct such Swiss withholding taxes in computing its United States federal taxable income (but only if
such holder does not elect to claim a foreign tax credit in respect to any foreign income taxes paid or incurred for the taxable year). The United States federal income tax rules relating to foreign tax credits are extremely complex. United States
holders should consult their own tax advisors concerning the availability of foreign tax credits based upon their particular situations.

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Dispositions

Upon a sale or other taxable disposition of Syngenta shares or Syngenta ADRs, a United States holder will recognize gain or loss in an amount equal to the difference between the amount realized on the disposition and
the United States holders tax basis in the Syngenta shares or Syngenta ADRs. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the Syngenta shares or Syngenta ADRs were held for more than one year at
the time of disposition. The deduction of capital losses is subject to certain limitations under the Code. Any gain recognized by a United States holder on a sale or other taxable disposition of Syngenta shares or Syngenta ADRs generally will be
treated as derived from United States sources for United States foreign tax credit purposes. No gain or loss will be recognized if you exchange Syngenta ADRs for the underlying Syngenta Shares they represent or Syngenta Shares for Syngenta ADRs.

Backup Withholding and Information Reporting

Information reporting requirements may apply to a United States holder with respect to distributions by Syngenta, or to the proceeds of a sale or redemption of Syngenta shares or Syngenta ADRs. Backup withholding may
apply to these payments if the United States holder fails to furnish its correct taxpayer identification number, to certify that such holder is not subject to backup withholding, or to otherwise comply with the applicable requirements of the backup
withholding rules.  Any amounts withheld under the backup withholding rules generally may be claimed as a credit against such holders United States federal income tax liability, and may entitle the holder to a refund, provided that the
required information is furnished to the Internal Revenue Service.

Where You Can Find More Information

We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended. Accordingly, we will file reports and other information with the Commission. Such reports and other
information may be inspected without charge, and copies thereof may be obtained at prescribed rates from, the public reference facilities of the Commissions principal office at 450 Fifth Street, N.W., Washington, DC 20549, United States and at
the Commissions regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, United States and at 233 Broadway, New York, New York 10005, United States. The public may obtain information on the operation of the
Commissions public reference facilities by calling the Commission in the United States at 1-800-SEC-0330. In addition, this report and other information we file with the SEC are available on the website maintained by it at http://www.sec.gov.
Copies of reports and other information concerning us are also available for inspection at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, United States.

ITEM 11  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Overview

As a result of its global operating and financial activities, Syngenta is exposed to market risk from changes in foreign currency exchange rates, interest rates, and, to a lesser extent, commodity prices. Syngenta
Group Treasury actively manages Syngentas exposures to foreign currency, interest rates and credit risk with the intention of optimizing cash flows and minimizing earnings volatility. In accordance with Syngentas written treasury policy,
approved by the Board of Directors, Syngenta manages its market risk exposures with a risk-averse approach through risk pooling, insurance schemes and, when deemed appropriate, through the use of derivative financial instruments. It is the policy of
the Group not to enter into derivative transactions for speculative purposes or purposes unrelated to the operating business.

Syngenta manages all its financial risks and monitors risk exposures and open derivative transactions in accordance with Syngentas treasury policy. Details of the Groups derivative positions as at December
31, 2003 are set out in Note 31 of the consolidated financial statements.

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