Exhibit 10.3  GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK
10282-2198 | TEL:  212-902-1000  Opening Transaction  To:
  
  Genzyme Corporation
  500 Kendall Street,
  Cambridge, MA 02142A/C:
  
  042227413From:
  
  Goldman,
  Sachs & Co.Re:
  
  Accelerated
  Stock BuybackRef.
  No:
  
  As
  provided in the Supplemental ConfirmationDate:
  
  June 17,
  2010  
  This
master confirmation (this Master Confirmation),
dated as of June 17, 2010 is intended to set forth certain terms and
provisions of certain Transactions (each, a Transaction)
entered into from time to time between Goldman, Sachs & Co. (GS&Co.) and Genzyme Corporation (Counterparty).  This Master Confirmation, taken alone, is
neither a commitment by either party to enter into any Transaction nor evidence
of a Transaction.  The additional terms
of any particular Transaction shall be set forth in a Supplemental Confirmation
in the form of Schedule A hereto (a Supplemental Confirmation),
which shall reference this Master Confirmation and supplement, form a part of,
and be subject to this Master Confirmation. 
This Master Confirmation and each Supplemental Confirmation together
shall constitute a Confirmation as referred to in the Agreement specified
below.  The
definitions and provisions contained in the 2002 ISDA Equity Derivatives
Definitions (the Equity Definitions),
as published by the International Swaps and Derivatives Association, Inc.,
are incorporated into this Master Confirmation. 
This Master Confirmation and each Supplemental Confirmation evidence a
complete binding agreement between Counterparty and GS&Co. as to the
subject matter and terms of each Transaction to which this Master Confirmation
and such Supplemental Confirmation relate and shall supersede all prior or contemporaneous
written or oral communications with respect thereto.  This
Master Confirmation and each Supplemental Confirmation supplement, form a part
of, and are subject to an agreement in the form of the 1992 ISDA Master
Agreement (Multicurrency-Cross Border) (the Agreement)
as if GS&Co. and Counterparty had executed the Agreement on the date of
this Master Confirmation (but without any Schedule except for (i) the
election of Loss and Second Method, New York law (without reference to its
choice of laws doctrine other than Title 14 of Article 5 of the New York
General Obligations Law) as the governing law and US Dollars (USD) as the Termination Currency, (ii) the election
that subparagraph (ii) of Section 2(c) will not apply to
the Transactions, (iii) the replacement of the word third in the last
line of Section 5(a)(i) with the word first, (iv) the election
that the Cross Default provisions of Section 5(a)(vi) shall apply
to Counterparty, with a Threshold Amount of USD 50 million), (v) the designation
of the General Guarantee Agreement of The Goldman Sachs Group, Inc. (GS Group) dated January 30, 2006 as a Credit Support
Document under the Agreement and (vi) the designation of GS Group as a
Credit Support Provider in relation to GS&Co. under the Agreement). In
addition, Section 5(a)(vi) of the Agreement shall be amended by (i) deleting
in the seventh line thereof the words or becoming capable at such time of
being declared and (ii) adding at the end of such section the following: provided,
however that, notwithstanding the foregoing, an Event of Default shall not be
deemed to have occurred at any time under clause (2) hereof if the default
is a failure to pay caused, as demonstrated to the reasonable


satisfaction
of the other party, solely by an error or omission of an administrative or
operational nature where (i) funds or securities required to make payment
or delivery, as the case may be, were available to the relevant party to enable
it to make the relevant payment or delivery when due and (ii) such payment
or delivery is in fact made within two Local Business Days after the relevant
party receives written notice from an interested party of such default.  The
Transactions shall be the sole Transactions under the Agreement.  If there exists any ISDA Master Agreement
between GS&Co. and Counterparty or any confirmation or other agreement
between GS&Co. and Counterparty pursuant to which an ISDA Master Agreement
is deemed to exist between GS&Co. and Counterparty, then notwithstanding
anything to the contrary in such ISDA Master Agreement, such confirmation or
agreement or any other agreement to which GS&Co. and Counterparty are
parties, the Transactions shall not be considered Transactions under, or
otherwise governed by, such existing or deemed ISDA Master Agreement.  All
provisions contained or incorporated by reference in the Agreement shall govern
this Master Confirmation and each Supplemental Confirmation except as expressly
modified herein or in the related Supplemental Confirmation.  If,
in relation to any Transaction to which this Master Confirmation and a
Supplemental Confirmation relate, there is any inconsistency between the
Agreement, this Master Confirmation, any Supplemental Confirmation and the
Equity Definitions, the following will prevail for purposes of such Transaction
in the order of precedence indicated: (i) such Supplemental Confirmation;
(ii) this Master Confirmation; (iii) the Agreement; and (iv) the
Equity Definitions.  1.             Each
Transaction constitutes a Share Forward Transaction for the purposes of the
Equity Definitions.  Set forth below are
the terms and conditions that, together with the terms and conditions set forth
in the Supplemental Confirmation relating to any Transaction, shall govern such
Transaction.  General
Terms:  Trade
  Date:
  
  For
  each Transaction, as set forth in the related Supplemental Confirmation.Buyer:
  
  CounterpartySeller:
  
  GS&Co.Shares:
  
  Common
  stock, par value $0.01 per
  share, of Counterparty (Ticker: GENZ)Exchange:
  
  The Nasdaq Global Select MarketRelated
  Exchange(s):
  
  All
  Exchanges.Prepayment\Variable
  Obligation:
  
  ApplicablePrepayment
  Amount:
  
  For
  each Transaction, as set forth in the related Supplemental Confirmation.Prepayment
  Date:
  
  For
  each Transaction, as set forth in the related Supplemental Confirmation.Valuation:VWAP
  Price:
  
  For
  any Exchange Business Day, as determined by the Calculation Agent based on
  the NASDAQ 10b-18 Volume
  Weighted Average Price per Share for the regular trading session (including
  any extensions thereof) of the Exchange on such Exchange Business Day
  (without regard to pre-open or after hours trading outside of such regular
  trading session for such Exchange Business Day), as published by Bloomberg at
  4:15 p.m. New York time (or 15 minutes following the end of any
  extension of the regular trading session) on such Exchange Business Day, on
  Bloomberg page GENZ.Q
  <Equity> AQR_SEC (or any  2


successor
  thereto), or if such price is not so reported on such Exchange Business Day
  for any reason or is, in the Calculation Agents good faith and reasonable
  discretion, erroneous, such VWAP Price shall be as reasonably determined by
  the Calculation Agent in good faith and in a commercially reasonable manner.
  For purposes of calculating the VWAP Price, the Calculation Agent will
  include only those trades that are reported during the period of time during
  which Counterparty could purchase its own shares under
  Rule 10b-18(b)(2) and are effected pursuant to the conditions of
  Rule 10b-18(b)(3), each under the Securities Exchange Act of 1934, as
  amended (the Exchange Act)
  (such trades, Rule 10b-18 eligible transactions).Forward
  Price:
  
  The
  average of the VWAP Prices for the Exchange Business Days in the Calculation
  Period, subject to Valuation Disruption below.Forward
  Price Adjustment Amount:
  
  For
  each Transaction, as set forth in the related Supplemental Confirmation.Calculation
  Period:
  
  The
  period from and including the Calculation Period Start Date to and including
  the Termination Date.Calculation
  Period Start Date:
  
  For
  each Transaction, as set forth in the related Supplemental Confirmation.Termination
  Date:
  
  The
  Scheduled Termination Date; provided that
  GS&Co. shall have the right to designate any Exchange Business Day on or
  after the First Acceleration Date to be the Termination Date (the Accelerated Termination Date) by delivering notice to
  Counterparty of any such designation prior to 11:59 p.m. New York City
  time on the Exchange Business Day immediately following the designated
  Accelerated Termination Date.Scheduled
  Termination Date:
  
  For
  each Transaction, as set forth in the related Supplemental Confirmation,
  subject to postponement as provided in Valuation Disruption.First
  Acceleration Date:
  
  For
  each Transaction, as set forth in the related Supplemental Confirmation.Valuation
  Disruption:
  
  The
  definition of Market Disruption Event in Section 6.3(a) of the
  Equity Definitions is hereby amended by deleting the words at any time
  during the one-hour period that ends at the relevant Valuation Time, Latest
  Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case
  may be and inserting the words at any time on any Scheduled Trading Day
  during the Calculation Period or Settlement Valuation Period after the word
  material, in the third line thereof.Section 6.3(d) of
  the Equity Definitions is hereby amended by deleting the remainder of the
  provision following the term Scheduled Closing Time in the fourth line
  thereof.Notwithstanding
  anything to the contrary in the Equity Definitions, to the extent that a
  Disrupted Day occurs (i) in the Calculation Period, the Calculation
  Agent may, in its good faith and commercially reasonable discretion, postpone
  the Scheduled Termination Date, or (ii) in the Settlement Valuation
  Period, the Calculation Agent may extend the Settlement Valuation Period. If
  any such Disrupted Day is a Disrupted Day because of a Market Disruption
  Event (or a deemed Market Disruption Event as provided herein), the
  Calculation Agent shall determine in good faith and in a commercially
  reasonable manner whether (i) such Disrupted Day is a Disrupted Day in
  full, in which case the VWAP Price for such Disrupted Day shall not be
  included for purposes of determining the Forward Price or the Settlement
  Price, as the case may be, or (ii) such  3


Disrupted
  Day is a Disrupted Day only in part, in which case the VWAP Price for such
  Disrupted Day shall be determined by the Calculation Agent based on
  Rule 10b-18 eligible transactions in the Shares on such Disrupted Day
  taking into account the nature and duration of such Market Disruption Event
  on such day, and the weighting of the VWAP Price for the relevant Exchange
  Business Days during the Calculation Period or the Settlement Valuation
  Period, as the case may be, shall be adjusted in a commercially reasonable
  manner by the Calculation Agent for purposes of determining the Forward Price
  or the Settlement Price, as the case may be, with such adjustments based on,
  among other factors, the duration of any Market Disruption Event and the
  volume, historical trading patterns and price of the Shares. Any Scheduled Trading Day on which, as of
  the date hereof, the Exchange is scheduled to close prior to its normal close
  of trading shall be deemed not to be a Scheduled Trading Day; if a closure of
  the Exchange prior to its normal close of trading on any Scheduled Trading
  Day is scheduled following the date hereof, then such Scheduled Trading Day
  shall be deemed to be a Disrupted Day in full.If
  a Disrupted Day occurs during the Calculation Period or the Settlement
  Valuation Period, as the case may be, and each of the nine immediately
  following Scheduled Trading Days is a Disrupted Day, then the Calculation
  Agent, in its good faith and commercially reasonable discretion, may deem
  such ninth Scheduled Trading Day to be an Exchange Business Day that is not a
  Disrupted Day and, in the case of the Calculation Period or the Settlement
  Valuation Period, determine the VWAP Price for such ninth Scheduled Trading
  Day using its good faith estimate of the value of the Shares on such ninth
  Scheduled Trading Day based on the volume, historical trading patterns and
  price of the Shares and such other factors as it deems appropriate.Settlement Terms:Physical
  Settlement:
  
  If
  the Number of Shares to be Delivered is positive, Physical Settlement shall
  be applicable; provided that GS&Co. does
  not, and shall not, make the agreement or the representations set forth in
  Section 9.11 of the Equity Definitions related to the restrictions
  imposed by applicable securities laws with respect to any Shares delivered by
  GS&Co. to Counterparty under any Transaction. If the Number of Shares to
  be Delivered is negative, then the Counterparty Settlement Provisions in
  Annex A shall apply.Number
  of Shares to be Delivered:
  
  A
  number of Shares equal to (x)(a) the Prepayment Amount divided by (b)(i) the Forward Price minus (ii) the Forward Price Adjustment Amount minus (y) the number of Initial Shares.Excess
  Dividend Amount:
  
  For
  the avoidance of doubt, all references to the Excess Dividend Amount shall be
  deleted from Section 9.2(a)(iii) of the Equity Definitions.Settlement
  Date:
  
  If
  the Number of Shares to be Delivered is positive, the date that is one
  Settlement Cycle immediately following the Termination Date.Settlement
  Currency:
  
  USDInitial
  Share Delivery:
  
  GS&Co.
  shall deliver a number of Shares equal to the Initial Shares to Counterparty
  on the Initial Share Delivery Date in accordance with Section 9.4 of the
  Equity Definitions, with the Initial Share Delivery Date deemed to be a
  Settlement Date for purposes of such Section 9.4.Initial
  Share Delivery Date:
  
  For
  each Transaction, as set forth in the related Supplemental Confirmation.  4


Initial
  Shares:
  For
  each Transaction, as set forth in the related Supplemental Confirmation.Share Adjustments:Potential
  Adjustment Event:
  Notwithstanding
  anything to the contrary in Section 11.2(e) of the Equity
  Definitions, an Extraordinary Dividend shall not constitute a Potential
  Adjustment Event.It
  shall constitute an additional Potential Adjustment Event if the Scheduled
  Termination Date for any Transaction is postponed pursuant to Valuation
  Disruption above, in which case the Calculation Agent may, in good faith and
  in its commercially reasonable discretion, adjust any relevant terms of any
  such Transaction as necessary to preserve as nearly as practicable the fair
  value of such Transaction to GS&Co. prior to such postponement.Extraordinary
  Dividend:
  Any
  dividend or distribution on the Shares (other than any dividend or
  distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of
  the Equity Definitions).Method
  of Adjustment:
  Calculation
  Agent AdjustmentExtraordinary Events:Consequences
  of Merger Events:  (a)
  Share-for-Share:
  Modified
  Calculation Agent Adjustment(b)
  Share-for-Other:
  Cancellation
  and Payment(c)
  Share-for-Combined:
  Component
  AdjustmentTender
  Offer:
  Applicable;
  provided that (i) Section 12.1(l) of
  the Equity Definitions shall be amended (x) by deleting the
  parenthetical in the fifth line thereof, (y) by replacing that in the
  fifth line thereof with whether or not such announcement and (z) by
  adding immediately after the words Tender Offer in the fifth line thereof
  , and any publicly announced change or amendment to such an announcement
  (including the announcement of an abandonment of such intention) and (ii) Sections
  12.3(a) and 12.3(d) of the Equity Definitions shall each be amended
  by replacing each occurrence of the words Tender Offer Date by
  Announcement Date.Consequences
  of Tender Offers:(a)
  Share-for-Share:
  Modified
  Calculation Agent Adjustment or Cancellation and Payment, at the election of
  GS&Co.(b)
  Share-for-Other:
  Modified
  Calculation Agent Adjustment or Cancellation and Payment, at the election of
  GS&Co.(c)
  Share-for-Combined:
  Modified
  Calculation Agent Adjustment or Cancellation and Payment, at the election of
  GS&Co.Nationalization,
  Insolvency or Delisting:
  Cancellation
  and Payment; provided that in addition to
  the provisions of Section  5


12.6(a)(iii) of
  the Equity Definitions, it shall also constitute a Delisting if the Exchange
  is located in the United States and the Shares are not immediately re-listed,
  re-traded or re-quoted on any of the New York Stock Exchange, the American
  Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market
  (or their respective successors); if the Shares are immediately re-listed,
  re-traded or re-quoted on any such exchange or quotation system, such
  exchange or quotation system shall be deemed to be the Exchange.Additional Disruption Events:  (a)
  Change
  in Law:
  Applicable(b)
  Failure
  to Deliver:
  Applicable(c)
  Insolvency
  Filing:
  Applicable(d)
  Loss
  of Stock Borrow:
  ApplicableMaximum Stock Loan Rate:
  200
  basis points per annum(e)
  Increased
  Cost of Stock Borrow:
  ApplicableInitial Stock Loan Rate:
  25
  basis points per annumHedging Party:
  GS&Co.Determining Party:
  GS&Co..
  Following any determination or calculation by the Determining Party
  hereunder, upon a written request by Counterparty, the Determining Party will
  promptly (but in any event within three Scheduled Trading Days) provide to
  Counterparty by e-mail to the
  e-mail address provided by
  Counterparty in such written request a report (in a commonly used file format
  for the storage and manipulation of financial data without disclosing
  GS&Co.s proprietary models) displaying in reasonable detail the basis
  for such determination or calculation, as the case may be.  Additional Termination Event(s):
  Notwithstanding
  anything to the contrary in the Equity Definitions, if, as a result of an
  Extraordinary Event, any Transaction would be cancelled or terminated
  (whether in whole or in part) pursuant to Article 12 of the Equity
  Definitions, an Additional Termination Event (with such terminated
  Transaction(s) (or portions thereof) being the Affected Transaction(s) and
  Counterparty being the sole Affected Party) shall be deemed to occur, and, in
  lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6
  of the Agreement shall apply to such Affected Transaction(s).The
  declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date
  for which occurs or is scheduled to occur during the Relevant Dividend
  Period, will constitute an Additional Termination Event, with Counterparty as
  the sole Affected Party and all Transactions hereunder as the Affected
  Transactions.Relevant
  Dividend Period:
  The
  period from and including the Calculation Period Start Date to and including
  the Relevant Dividend Period End Date.  6


Relevant
  Dividend Period End Date:
  
  If
  the Number of Shares to be Delivered is negative, the last day of the
  Settlement Valuation Period; otherwise, the Termination Date.Non-Reliance/Agreements
  and Acknowledgements Regarding Hedging Activities/Additional Acknowledgements:
  
  ApplicableTransfer:
  
  Notwithstanding
  anything to the contrary in the Agreement, GS&Co. may assign, transfer
  and set over all rights, title and interest, powers, privileges and remedies
  of GS&Co. under any Transaction, in whole or in part, to an affiliate of
  GS&Co. whose obligations are guaranteed by GS Group without the consent
  of Counterparty.GS&Co. Payment Instructions:
  
  Chase
  Manhattan Bank New YorkFor
  A/C Goldman, Sachs & Co.A/C
  #930-1-011483ABA:
  021-000021Counterpartys
  Contact Details for Purpose of Giving Notice:
  
  To
  be provided by CounterpartyGS&Co.s
  Contact Details for Purpose of Giving Notice:
  
  Goldman,
  Sachs & Co.
  200
  West Street
  New
  York, NY 10282-2198
  Attention:
  Serge Marquie, Equity Capital Markets
  Telephone:
  212-902-9779
  Facsimile:
  917-977-4253
  Email:
  serge.marquie@gs.com
  
  With
  a copy to:
  
  Attention:
  Jared Kramer, Equity Capital Markets
  Telephone:
  +1-212-902-3002
  Facsimile:
  +1-212-256-5847
  Email:
  jgkramer@am.ibd.gs.com
  
  And
  email notification to the following address:
  Eq-derivs-notifications@am.ibd.gs.com2.
  
  Calculation
  Agent.
  
  GS&Co.; provided
  that GS&Co. shall act in good faith and in a commercially reasonable
  manner. Following any determination or calculation by the Calculation Agent
  hereunder, upon a written request by Counterparty, the Calculation Agent will
  promptly (but in any event within three Scheduled Trading Days) provide to
  Counterparty by e-mail to the e-mail address provided by Counterparty in such
  written request a report (in a commonly used file format for the storage and
  manipulation of financial data without disclosing GS&Co.s proprietary
  models) displaying in reasonable detail the basis for such determination or
  calculation, as the case may be.  3.             Additional
Mutual Representations, Warranties and Covenants of Each Party.  In addition to the representations,
warranties and covenants in the Agreement, each party represents, warrants and
covenants to the other party that:  7


(a)           Eligible Contract Participant.  It is an eligible contract participant, as
defined in the U.S. Commodity Exchange Act (as amended), and is entering into
each Transaction hereunder as principal (and not as agent or in any other
capacity, fiduciary or otherwise) and not for the benefit of any third party.  (b)           Accredited Investor.  Each party acknowledges that the offer and
sale of each Transaction to it is intended to be exempt from registration under
the Securities Act of 1933, as amended (the Securities
Act), by virtue of Section 4(2) thereof.  Accordingly, each party represents and
warrants to the other that (i) it has the financial ability to bear the
economic risk of its investment in each Transaction and is able to bear a total
loss of its investment, (ii) it is an accredited investor as that term
is defined under Regulation D under the Securities Act and (iii) the
disposition of each Transaction is restricted under this Master Confirmation,
the Securities Act and state securities laws.  (c)           Recourse. 
Each party agrees it will look solely to the other party (or any
guarantor in respect thereof) for performance of such other partys obligations
under any Transaction.  4.             Additional
Representations, Warranties and Covenants of Counterparty.  In addition to the representations,
warranties and covenants in the Agreement, Counterparty represents, warrants
and covenants to GS&Co. that:  (a)           The purchase or writing of each
Transaction and the transactions contemplated hereby will not violate
Rule 13e-1 or Rule 13e-4 under the Exchange Act.  (b)           It is not entering into any
Transaction (i) on the basis of, and is not aware of, any material non-public
information with respect to the Shares (ii) in anticipation of, in
connection with, or to facilitate, a distribution of its securities, a self
tender offer or a third-party tender offer or (iii) to create actual or
apparent trading activity in the Shares (or any security convertible into or
exchangeable for the Shares) or to raise or depress or otherwise manipulate the
price of the Shares (or any security convertible into or exchangeable for the
Shares).  (c)           Each Transaction is being entered
into pursuant to a publicly disclosed Share buy-back program and its Board of
Directors has approved the use of an accelerated share repurchase program to
effect the Share buy-back program.  (d)           Without limiting the generality of Section 13.1
of the Equity Definitions, Counterparty acknowledges that GS&Co. is not
making any representations or warranties with respect to the treatment of the
Transaction under any accounting standards including ASC Topic 260, Earnings
Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480,
Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging 
Contracts in Entitys Own Equity.  (e)           As of (i) the date hereof and (ii) the
Trade Date for each Transaction hereunder, Counterparty is in compliance with
its reporting obligations under the Exchange Act and its most recent Annual
Report on Form 10-K, together with all reports subsequently filed by it
pursuant to the Exchange Act, taken together and as amended and supplemented to
the date of this representation, do not, as of their respective filing dates,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.  (f)            Counterparty
shall report each Transaction to the extent required under the Exchange Act and
the rules and regulations thereunder.  (g)           The Shares are not, and Counterparty
will not cause the Shares to be, subject to a restricted period (as defined
in Regulation M promulgated under the Exchange Act) at any time during any
Regulation M Period (as defined below) for any Transaction unless Counterparty
has provided written notice to GS&Co. of such restricted period not later
than the Scheduled Trading Day immediately preceding the first day of such restricted
period; Counterparty acknowledges that any such notice may cause a Disrupted
Day to occur pursuant to Section 5 below; accordingly, Counterparty
acknowledges that its delivery of such notice must comply with the standards
set forth in Section 6 below; Regulation M Period
means, for any Transaction, (i) the Relevant Period (as defined below) and
(ii) the Settlement Valuation Period, if any, for such Transaction. Relevant Period means, for any
Transaction, the period commencing on the Calculation Period Start Date for
such Transaction and ending on the earlier of (i) the Scheduled
Termination Date and (ii) the last Additional Relevant Day (as specified
in the related  8


Supplemental
Confirmation) for such Transaction, or such earlier day as elected by
GS&Co. and communicated to Counterparty on such day (or, if later, the
First Acceleration Date without regard to any acceleration thereof pursuant to Special
Provisions for Friendly Acquisition Transaction Announcements below).  (h)           As of the Trade Date, the Prepayment
Date, the Initial Share Delivery Date, the Settlement Date and the date of any
Second Settlement, for each Transaction, Counterparty is not insolvent (as
such term is defined under Section 101(32) of the U.S. Bankruptcy Code
(Title 11 of the United States Code) (the Bankruptcy Code))
and Counterparty would be able to purchase a number of Shares with a value
equal to the Prepayment Amount in compliance with the laws of the jurisdiction
of Counterpartys incorporation.  (i)            Counterparty is not and, after
giving effect to any Transaction, will not be, required to register as an investment
company as such term is defined in the Investment Company Act of 1940, as
amended.  (j)            Counterparty will not enter into any
obligation that would contractually limit it from effecting Cash Settlement or
Net Share Settlement under any Transaction.  (k)           Counterparty has not and will not
enter into agreements similar to the Transactions described herein where any
initial hedge period, calculation period, relevant period or settlement
valuation period (each however defined) in such other transaction will overlap
at any time (including as a result of extensions in such initial hedge period,
calculation period, relevant period or settlement valuation period as provided
in the relevant agreements) with any Relevant Period or, if applicable, any
Settlement Valuation Period under this Master Confirmation.  In the event that the initial hedge period,
relevant period, calculation period or settlement valuation period in any other
similar transaction overlaps with any Relevant Period or, if applicable,
Settlement Valuation Period under this Master Confirmation as a result of any
postponement of the Scheduled Termination Date or extension of the Settlement
Valuation Period pursuant to Valuation Disruption above, Counterparty shall
promptly amend such transaction to avoid any such overlap.  5.             Regulatory
Disruption.  In the event that
GS&Co., on the advice of counsel, concludes, in good faith and in its
commercially reasonable discretion, that it is appropriate with respect to any
legal, regulatory or self-regulatory requirements or policies and procedures
that are generally applicable to transactions of this nature and are related to
its compliance with applicable laws (whether or not such requirements, policies
or procedures are imposed by law or have been voluntarily adopted by GS&Co.),
for it to refrain from or decrease any market activity in connection with any
Transaction on any Scheduled Trading Day or Days during the Calculation Period
or, if applicable, the Settlement Valuation Period, GS&Co. may by written
notice to Counterparty elect to deem that a Market Disruption Event has
occurred and will be continuing on such Scheduled Trading Day or Days.  6.             10b5-1 Plan. 
It is the intent of the parties that each Transaction entered into under
this Master Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and
(B) of Rule 10b5-1 and each Transaction entered into under this
Master Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c).
Counterparty represents, warrants and covenants to GS&Co. that:  (a)           Counterparty is entering into this Master Confirmation and
each Transaction hereunder in good faith and not as part of a plan or scheme to
evade the prohibitions of Rule 10b5-1 under the Exchange Act (Rule 10b5-1) or any other antifraud or anti-manipulation
provisions of the federal or applicable state securities laws and that it has
not entered into or altered and will not enter into or alter any corresponding
or hedging transaction or position with respect to the Shares.  (b)           Counterparty will not seek to control or influence
GS&Co.s decision to make any purchases or sales (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3))
under any Transaction entered into under this Master Confirmation, including,
without limitation, GS&Co.s decision to enter into any hedging
transactions.  Counterparty represents
and warrants that it has consulted with its own advisors as to the legal
aspects of its adoption and implementation of this Master Confirmation and each
Supplemental Confirmation under Rule 10b5-1.  (c)           Counterparty acknowledges and agrees
that any amendment, modification, waiver or termination of this Master
Confirmation or the relevant Supplemental Confirmation must be effected in
accordance with the  9


requirements
for the amendment or termination of a plan as defined in Rule 10b5-1(c).  Without limiting the generality of the
foregoing, any such amendment, modification, waiver or termination shall be
made in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b-5, and no such amendment, modification or waiver
shall be made at any time at which Counterparty or any officer, director,
manager or similar person of Counterparty is aware of any material non-public
information regarding Counterparty or the Shares.  7.             Counterparty Purchases.Without the prior written consent of
GS&Co., except for purchases which are not solicited by or on behalf of
Counterparty (or any affiliated purchaser of Counterparty as defined in Rule 10b-18
under the Exchange Act (Rule 10b-18)),
Counterparty (or any affiliated purchaser of Counterparty as defined in Rule 10b-18)
shall not directly or indirectly purchase any Shares (including by means of a
derivative instrument), listed contracts on the Shares or securities that are
convertible into, or exchangeable or exercisable for Shares (including, without
limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18))
during any Relevant Period or, if applicable, Settlement Valuation Period, except through GS&Co. or an Affiliate of
GS&Co..  8.             10b-18.   During the Relevant Period and, if
applicable, the Settlement Valuation Period and with respect to any purchases
executed as a result of an occurrence of an Additional Termination Event (in
each case, other than purchases made by GS&Co. in connection with
GS&Co.s dynamic adjustments to its Hedge Positions in respect of the
equity options comprising part of any Transaction), GS&Co. agrees to make
all purchases of Shares in a manner that would comply with the limitations set
forth in clauses (b)(2), (b)(4) and (c) of Rule 10b-18, and
GS&Co. agrees to use commercially reasonable efforts to make all purchase
of Shares in a manner that would comply with the limitations set forth in clause
b(3) of Rule 10b-18, in each case as if such rule was applicable
to such purchases and taking into account any applicable Securities and
Exchange Commission no-action letters as appropriate, and subject to any delays
between the execution and reporting of a trade of the Shares on the Exchange
and other circumstances beyond GS&Co.s control.  9.             Special
Provisions for Merger Transactions. 
Notwithstanding anything to the contrary herein or in the Equity
Definitions:  (a)           Counterparty agrees that it:  (i)       will not during the period commencing on the Trade Date
through the end of the Relevant Period or, if applicable, the Settlement
Valuation Period for any Transaction make, or, to the extent within its
reasonable control, permit to be made, any public announcement (as defined in Rule 165(f) under
the Securities Act) of any Merger Transaction or potential Merger Transaction,
except to the extent required by any law, regulation or rule applicable to
Counterparty, unless such public announcement is made prior to the opening or
after the close of the regular trading session on the Exchange for the Shares;  (ii)      shall promptly (but in any event prior to the next opening of
the regular trading session on the Exchange) notify GS&Co. following any
such announcement that such announcement has been made; and  (iii)     shall promptly (but in any event prior to the next opening of
the regular trading session on the Exchange) provide GS&Co. with written
notice specifying (i) Counterpartys average daily Rule 10b-18
Purchases (as defined in Rule 10b-18) during the three full calendar
months immediately preceding the announcement date that were not effected
through GS&Co. or its affiliates and (ii) the number of Shares
purchased pursuant to the proviso in Rule 10b-18(b)(4) under the
Exchange Act for the three full calendar months preceding the announcement
date.  Such written notice shall be
deemed to be a certification by Counterparty to GS&Co. that such
information is true and correct.  In
addition, Counterparty shall promptly notify GS&Co. of the earlier to occur
of the completion of such transaction and the completion of the vote by target
shareholders.  Counterparty acknowledges
that any such notice may cause the terms of any Transaction to be adjusted or
such Transaction to be terminated; accordingly, Counterparty acknowledges that
its delivery of such notice must comply with the standards set forth in Section 6
above.  (b)           GS&Co. in its
sole discretion may (i) make adjustments to the terms of any Transaction,
including, without limitation, the Scheduled Termination Date and/or suspend
the Calculation Period and/or any  10


Settlement
Valuation Period or (ii) treat the occurrence of such public announcement
as an Additional Termination Event with Counterparty as the sole Affected Party
and the Transactions hereunder as the Affected Transactions and with the amount
under Section 6(e) of the Agreement determined taking into account
the fact that the Calculation Period or Settlement Valuation Period, as the
case may be, had fewer Scheduled Trading Days than originally anticipated.  Merger Transaction
means any merger, acquisition or similar transaction involving a
recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the
Exchange Act.  10.           Special
Provisions for Friendly Acquisition Transaction Announcements.  (a) If a Friendly Transaction
Announcement occurs on or prior to the Settlement Date for any Transaction,
then the Number of Shares to be Delivered for such Transaction shall be
determined as if clause (x)(b)(ii) of the definition thereof were replaced
with (b)(ii) the Prorated Forward Price Adjustment Amount.  If a Friendly Transaction Announcement occurs
after the Trade Date, but prior to the First Acceleration Date of any
Transaction, the First Acceleration Date shall be the date of such Friendly
Transaction Announcement.  If a Friendly
Transaction Announcement occurs after the Settlement Date for any Transaction
or any earlier date of termination or cancellation of such Transaction pursuant
to Section 6 of the Agreement or Article 12 of the Equity
Definitions, then a second settlement of such Transaction (a Second Settlement) shall occur (notwithstanding such
earlier termination or cancellation) with a Number of Shares to be Delivered
equal to the lesser of (i) zero and (ii) (x) the Number of
Shares to be Delivered determined pursuant to the first sentence of this
paragraph as if such Friendly Transaction Announcement occurred prior to such
Settlement Date minus (y) the Number of
Shares to be Delivered determined pursuant to Section 1 of this Master
Confirmation (provided that in the case of a
Second Settlement occurring after such an early termination or cancellation, a
Number of Shares to be Delivered shall not be determined and instead a Forward
Cash Settlement Amount will be determined as provided in Annex A).  (b)           Friendly Transaction Announcement means (i) an
Acquisition Transaction Announcement by Counterparty or its board of directors
prior to the Settlement Date or any earlier date of termination or cancellation
of the relevant Transaction pursuant to Section 6 of the Agreement or Article 12
of the Equity Definitions (such date, the Actual
Termination Date), (ii) an announcement by Counterparty or its
board of directors prior to the date three months following the Scheduled
Termination Date that an Acquisition Transaction that is the subject of an Acquisition
Transaction Announcement occurring prior to the Actual Termination Date has
been approved, agreed to, recommended by or otherwise consented to by
Counterparty or its board of directors, or negotiated by Counterparty or any
authorized representative of Counterparty, or (iii) where Counterparty or
its board of directors has a legal obligation to make a recommendation to its
shareholders in respect of any such Acquisition Transaction prior to the date
three months following the Scheduled Termination Date, the absence of a
recommendation that its shareholders reject such transaction.  (c)           Acquisition Transaction Announcement means
(i) the announcement of an Acquisition Transaction, (ii) an
announcement that Counterparty or any of its subsidiaries has entered into an
agreement, a letter of intent or an understanding designed to result in an
Acquisition Transaction, (iii) the announcement of the intention to
solicit or enter into, or to explore strategic alternatives or other similar
undertaking that may include, an Acquisition Transaction, or (iv) any
other similar announcement that in the reasonable judgment of the Calculation
Agent is reasonably likely to result in an Acquisition Transaction. For the
avoidance of doubt, announcements as used in the definition of Acquisition
Transaction Announcement refer to any public announcement whether made by the
Counterparty or a third party.  (d)           Acquisition Transaction means (i) any Merger Event
(for purposes of this definition the definition of Merger Event shall be read
with the references therein to 100% being replaced by 25% and to 50% by 75%
and without reference to the clause beginning immediately following the
definition of Reverse Merger therein to the end of such definition), Tender
Offer or Merger Transaction or any other transaction involving the merger of
Counterparty with or into any third party, (ii) the sale or transfer of
all or substantially all of the assets of Counterparty, (iii) a
recapitalization, reclassification, binding share exchange or other similar
transaction, (iv) any acquisition, lease, exchange, transfer, disposition
(including by way of spin-off or distribution) of assets (including any capital
stock or other ownership interests in subsidiaries) or other similar event by Counterparty
or any of its subsidiaries where the aggregate consideration transferable or
receivable by or to Counterparty or its subsidiaries exceeds 25% of the market
capitalization of Counterparty and (v) any transaction in which
Counterparty or its board  11


of
directors has a legal obligation to make a recommendation to its shareholders
in respect of such transaction (whether pursuant to Rule 14e-2 under the
Exchange Act or otherwise).  (e)           Prorated Forward Price Adjustment Amount
means the Forward Price Adjustment Amount multiplied
by the Proration Fraction.  (f)            Proration Fraction
means the fraction (x) if the Friendly Transaction Announcement (or, in
the case of a Friendly Transaction Announcement of the type described in clause
(ii) or clause (iii) of the definition thereof, the date of the
related Acquisition Transaction Announcement) occurs on or prior to the First
Acceleration Date, zero, and (y) if the Friendly Transaction Announcement
(or, in the case of a Friendly Transaction Announcement of the type described
in clause (ii) or clause (iii) of the definition thereof, the date of
the related Acquisition Transaction Announcement) occurs after the First
Acceleration Date the fraction (A) the numerator of which is the number of
Scheduled Trading Days during the period commencing on the First Acceleration
Date and ending on the date of any Friendly Transaction Announcement
(inclusive), and (B) the denominator of which is the number of Scheduled
Trading Days during the period commencing on the First Acceleration Date and
ending on the Scheduled Termination Date (inclusive).  11.Acknowledgments.  (a) The parties hereto intend for:  (i)          each Transaction to be a securities contract as defined
in Section 741(7) of the Bankruptcy Code, a swap agreement as
defined in Section 101(53B) of the Bankruptcy Code and a forward contract
as defined in Section 101(25) of the Bankruptcy Code, and the parties
hereto to be entitled to the protections afforded by, among other Sections,
Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j),
555, 556, 560 and 561 of the Bankruptcy Code;  (ii)         the Agreement to be a master netting agreement as defined
in Section 101(38A) of the Bankruptcy Code;  (iii)        a partys right to liquidate, terminate or accelerate any
Transaction, net out or offset termination values or payment amounts, and to
exercise any other remedies upon the occurrence of any Event of Default or
Termination Event under the Agreement with respect to the other party or any
Extraordinary Event that results in the termination or cancellation of any
Transaction to constitute a contractual right (as defined in the Bankruptcy
Code); and  (iv)        all payments for, under or in connection with each
Transaction, all payments for the Shares (including, for the avoidance of
doubt, payment of the Prepayment Amount) and the transfer of such Shares to
constitute settlement payments and transfers (as defined in the Bankruptcy
Code).  (b)           Counterparty acknowledges that:  (i)          during the term of any Transaction,
GS&Co. and its affiliates may buy or sell Shares or other securities or buy
or sell options or futures contracts or enter into swaps or other derivative
securities in order to establish, adjust or unwind its hedge position with
respect to such Transaction;  (ii)         GS&Co. and its affiliates may also
be active in the market for the Shares other than in connection with hedging
activities in relation to any Transaction;  (iii)        GS&Co. shall make its own
determination as to whether, when or in what manner any hedging or market
activities in Counterpartys securities shall be conducted and shall do so in a
manner that it deems appropriate to hedge its price and market risk with
respect to the Forward Price and the VWAP Price;  (iv)        any market activities of GS&Co. and
its affiliates with respect to the Shares may affect the market price and
volatility of the Shares, as well as the Forward Price and VWAP Price, each in
a manner that may be adverse to Counterparty; and  12


(v)         each Transaction is a derivatives
transaction in which it has granted GS&Co. an option;  GS&Co. may purchase shares for its own
account at an average price that may be greater than, or less than, the price
paid by Counterparty under the terms of the related Transaction.  12.           Credit
Support Documents.  The parties
hereto acknowledge that no Transaction hereunder is secured by any collateral
that would otherwise secure the obligations of Counterparty herein or pursuant
to the Agreement.  13.           Set-off.  (a)  The parties agree to amend Section 6
of the Agreement by adding a new Section 6(f) thereto as follows:  (f)  Upon the occurrence of an Event of
Default or Termination Event in respect of all Transactions under this Master
Confirmation with respect to a party who is the Defaulting Party or the
Affected Party (X), the other party (Y) will have the right (but not be
obliged) without prior notice to X or any other person to set-off or apply any
obligation of X owed to Y (or any Affiliate of Y) (whether or not matured or
contingent and whether or not arising under the Agreement, and regardless of
the currency, place of payment or booking office of the obligation) against any
obligation of Y (or any Affiliate of Y) owed to X (whether or not matured or
contingent and whether or not arising under the Agreement, and regardless of
the currency, place of payment or booking office of the obligation).  Y will give notice to the other party of any
set-off effected under this Section 6(f).  Amounts (or the relevant portion of such amounts)
subject to set-off may be converted by Y into the Termination Currency at the
rate of exchange at which such party would be able, acting in a reasonable
manner and in good faith, to purchase the relevant amount of such
currency.  If any obligation is
unascertained, Y may in good faith estimate that obligation and set-off in
respect of the estimate, subject to the relevant party accounting to the other
when the obligation is ascertained. 
Nothing in this Section 6(f) shall be effective to create a
charge or other security interest.  This Section 6(f) shall
be without prejudice and in addition to any right of set-off, combination of
accounts, lien or other right to which any party is at any time otherwise
entitled (whether by operation of law, contract or otherwise).  (b)           Notwithstanding
anything to the contrary in the foregoing, GS&Co. agrees not to set off or
net amounts due from Counterparty with respect to any Transaction against
amounts due from GS&Co. to Counterparty with respect to contracts or
instruments that are not Equity Contracts. 
Equity Contract means any transaction
or instrument that does not convey to GS&Co. rights, or the ability to
assert claims, that are senior to the rights and claims of common stockholders
in the event of Counterpartys bankruptcy.  14.           Delivery
of Shares.  Notwithstanding anything
to the contrary herein, GS&Co. may, by prior notice to Counterparty,
satisfy its obligation to deliver any Shares or other securities on any date
due (an Original Delivery Date) by making
separate deliveries of Shares or such securities, as the case may be, at more
than one time on or prior to such Original Delivery Date, so long as the
aggregate number of Shares and other securities so delivered on or prior to
such Original Delivery Date is equal to the number required to be delivered on
such Original Delivery Date.  15.           Early
Termination.  In the event that an
Early Termination Date (whether as a result of an Event of Default or a
Termination Event) occurs or is designated with respect to any Transaction
(except as a result of a Merger Event in which the consideration or proceeds to
be paid to holders of Shares consists solely of cash), if either party would
owe any amount to the other party pursuant to Section 6(d)(ii) of the
Agreement (any such amount, a Payment Amount),
then, in lieu of any payment of such Payment Amount, Counterparty may, no later
than the Early Termination Date or the date on which such Transaction is
terminated, elect to deliver or for GS&Co. to deliver, as the case may be,
to the other party a number of Shares (or, in the case of a Merger Event, a
number of units, each comprising the number or amount of the securities or property
that a hypothetical holder of one Share  13


would receive in such Merger Event (each such unit,
an Alternative Delivery Unit and, the
securities or property comprising such unit, Alternative
Delivery Property)) with a value equal to the Payment Amount, as
determined in good faith and in a commercially reasonable manner by the
Calculation Agent (and the parties agree that, in making such determination of
value, the Calculation Agent may take into account a number of factors,
including the market price of the Shares or Alternative Delivery Property on
the date of early termination and, if such delivery is made by GS&Co., the
prices at which GS&Co. purchases Shares or Alternative Delivery Property to
fulfill its delivery obligations under this Section 15); provided that in determining the composition of any
Alternative Delivery Unit, if the relevant Merger Event involves a choice of
consideration to be received by holders, such holder shall be deemed to have elected
to receive the maximum possible amount of cash. If such delivery is made by
Counterparty, paragraphs 2 through 7 of Annex A shall apply as if such delivery
were a settlement of the Transaction to which Net Share Settlement applied, the
Cash Settlement Payment Date were the Early Termination Date and the Forward
Cash Settlement Amount were zero (0) minus
the Payment Amount owed by Counterparty.  16.           Calculations
and Payment Date upon Early Termination. 
The parties acknowledge and agree that in calculating Loss pursuant to Section 6
of the Agreement GS&Co. may (but need not) determine losses without
reference to actual losses incurred but based on expected losses assuming a
commercially reasonable (including without limitation with regard to reasonable
legal and regulatory guidelines) risk bid were used to determine loss to avoid
awaiting the delay associated with closing out any hedge or related trading
position in a commercially reasonable manner prior to or sooner following the
designation of an Early Termination Date. 
Notwithstanding anything to the contrary in Section 6(d)(ii) of
the Agreement, all amounts calculated as being due in respect of an Early
Termination Date under Section 6(e) of the Agreement will be payable
on the day that notice of the amount payable is effective; provided
that if Counterparty elects to receive Shares or Alternative Delivery Property
in accordance with Section 15, such Shares or Alternative Delivery
Property shall be delivered on a date selected by GS&Co. as promptly as
practicable.  17.           Delivery
of Cash.  For the avoidance of doubt,
nothing in this Master Confirmation shall be interpreted as requiring
Counterparty to deliver cash in respect of the settlement of the Transactions
contemplated by this Master Confirmation following payment by Counterparty of
the relevant Prepayment Amount, except in circumstances where the required cash
settlement thereof is permitted for classification of the contract as equity by
EITF 00-19 as in effect on the relevant Trade Date (including, without
limitation, where Counterparty so elects to deliver cash or fails timely to
elect to deliver Shares or Alternative Delivery Property in respect of the
settlement of such Transactions).  18.           Automatic
Termination Provisions. 
Notwithstanding anything to the contrary in Section 6 of the
Agreement, if a Termination Price is specified in any Supplemental
Confirmation, then an Additional Termination Event with Counterparty as the
sole Affected Party and the Transaction to which such Supplemental Confirmation
relates as the Affected Transaction will automatically occur without any notice
or action by GS&Co. or Counterparty if the price of the Shares on the
Exchange at any time falls below such Termination Price, and the Exchange
Business Day that the price of the Shares on the Exchange at any time falls
below the Termination Price will be the Early Termination Date for purposes
of the Agreement.  19.           Claim
in Bankruptcy.  GS&Co.
acknowledges and agrees that this Confirmation is not intended to convey to it
rights with respect to the Transaction that are senior to the claims of common
stockholders in the event of Counterpartys bankruptcy.  20.           Governing
Law.  The Agreement, this Master
Confirmation, each Supplemental Confirmation and all matters arising in
connection with the Agreement, this Master Confirmation and each Supplemental
Confirmation shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York (without reference to its choice of
laws doctrine other than Title 14 of Article 5 of the New York General
Obligations Law).  21.Offices.  (a)           The
Office of GS&Co. for each Transaction is: 
200 West Street, New York, NY 10282-2198.  (b)           The
Office of Counterparty for each Transaction is: Genzyme Corporation, 500
Kendall Street, Cambridge, Massachusetts 02142.  14


22.           Arbitration.  The Agreement, this Master Confirmation and
each Supplemental Confirmation are subject to the following arbitration
provisions:  (a)           All parties to this Master Confirmation are giving up the
right to sue each other in court, including the right to a trial by jury,
except as provided by the rules of the arbitration forum in which a claim
is filed.  (b)           Arbitration awards are generally final and binding; a
partys ability to have a court reverse or modify an arbitration award is very
limited.  (c)           The ability of the parties to obtain documents, witness
statements and other discovery is generally more limited in arbitration than in
court proceedings.  (d)           The arbitrators do not have to explain the reason(s) for
their award.  (e)           The panel of arbitrators will typically include a minority
of arbitrators who were or are affiliated with the securities industry, unless
Counterparty is a member of the organization sponsoring the arbitration
facility, in which case all arbitrators may be affiliated with the securities
industry.  (f)            The rules of some arbitration forums may impose time
limits for bringing a claim in arbitration. 
In some cases, a claim that is ineligible for arbitration may be brought
in court.  (g)           The rules of the arbitration forum in which the claim
is filed, and any amendments thereto, shall be incorporated into this Master
Confirmation.  Counterparty agrees that any and
all controversies that may arise between Counterparty and GS&Co.,
including, but not limited to, those arising out of or relating to the
Agreement or any Transaction hereunder, shall be determined by arbitration
conducted before the FINRA Dispute Resolution (FINRA-DR), or, if the FINRA-DR
declines to hear the matter, before the American Arbitration Association, in
accordance with their arbitration rules then in force.  The award of the arbitrator shall be final,
and judgment upon the award rendered may be entered in any court, state or
federal, having jurisdiction.  No person shall bring a putative
or certified class action to arbitration, nor seek to enforce any pre-dispute
arbitration agreement against any person who has initiated in court a putative
class action or who is a member of a putative class who has not opted out of
the class with respect to any claims encompassed by the putative class action
until: (i) the class certification is denied; (ii) the class is
decertified; or (iii) Counterparty is excluded from the class by the
court.  Such forbearance to enforce an
agreement to arbitrate shall not constitute a waiver of any rights under this
Master Confirmation except to the extent stated herein.  23.           Counterparts.       This
Master Confirmation may be executed in any number of counterparts, all of which
shall constitute one and the same instrument, and any party hereto may execute
this Master Confirmation by signing and delivering one or more counterparts.  15


Counterparty hereby agrees (a) to check this
Master Confirmation carefully and immediately upon receipt so that errors or
discrepancies can be promptly identified and rectified and (b) to confirm
that the foregoing (in the exact form provided by GS&Co.) correctly sets
forth the terms of the agreement between GS&Co. and Counterparty with
respect to any particular Transaction to which this Master Confirmation
relates, by manually signing this Master Confirmation or this page hereof
as evidence of agreement to such terms and providing the other information
requested herein and immediately returning an executed copy to Equity
Derivatives Documentation Department, Facsimile No. 212-428-1980/83.   Yours
  faithfully,GOLDMAN,
  SACHS & CO.By:
  /s/ Neasa DoyleAuthorized
  Signatory   VICE PRESIDENTName  NEASA DOYLEAgreed and Accepted By:GENZYME CORPORATIONBy:
  /s/
  Michael S. WyzgaName:
  Michael S. WyzgaTitle:
  Executive Vice President and Chief Financial Officer


SCHEDULE A  SUPPLEMENTAL CONFIRMATION  To:
  
  Genzyme Corporation
  500 Kendall Street,
  Cambridge, MA 02142From:
  
  Goldman,
  Sachs & Co.Subject:
  
  Accelerated
  Stock BuybackRef.
  No:
  
  [Insert
  Reference No.]Date:
  
  [Insert
  Date]  
  The
purpose of this Supplemental Confirmation is to confirm the terms and
conditions of the Transaction entered into between Goldman, Sachs & Co. (GS&Co.) and Genzyme Corporation (Counterparty) (together, the Contracting
Parties) on the Trade Date specified below.  This Supplemental Confirmation is a binding
contract between GS&Co. and Counterparty as of the relevant Trade Date for
the Transaction referenced below.  1.             This Supplemental Confirmation
supplements, forms part of, and is subject to the Master Confirmation dated as
of June 17, 2010 (the Master Confirmation) between the Contracting Parties, as
amended and supplemented from time to time. 
All provisions contained in the Master Confirmation govern this
Supplemental Confirmation except as expressly modified below.  2.             The terms of the Transaction to
which this Supplemental Confirmation relates are as follows:  Trade
  Date:
  
  [                ]Forward
  Price Adjustment Amount:
  
  USD[     ]Calculation
  Period Start Date:
  
  [                ]Scheduled
  Termination Date:
  
  [                ]First
  Acceleration Date:
  
  [                ]Prepayment
  Amount:
  
  USD[                ]Prepayment
  Date:
  
  [                ]  A-1


Initial
  Shares:
  
  [                ]
  Shares; provided that if, in connection with the
  Transaction, GS&Co. is unable to borrow or otherwise acquire a number of
  Shares equal to the Initial Shares for delivery to Counterparty on the
  Initial Share Delivery Date, the Initial Shares delivered on the Initial
  Share Delivery Date shall be reduced to such number of Shares that GS&Co.
  is able to so borrow or otherwise acquire, and GS&Co. shall use
  reasonable good faith efforts to borrow or otherwise acquire a number of
  Shares equal to the shortfall in the Initial Share Delivery and to deliver
  such additional Shares as soon as reasonably practicable. The aggregate of
  all Shares delivered to Counterparty in respect of the Transaction to which
  this Supplemental Confirmation relates pursuant to this paragraph shall be
  the Initial Shares for the purposes of Number of Shares to be Delivered
  in the Master Confirmation.Initial
  Share Delivery Date:
  
  [                ]Additional
  Relevant Days:
  
  The [    ] Exchange Business Days
  immediately following the Calculation Period.Other:
  
  [                ]  3.             Counterparty
represents and warrants toGS&Co.
that neither it nor any affiliated purchaser (as defined in Rule 10b-18 under
the Exchange Act) has made any purchases of blocks pursuant to the proviso in
Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full
calendar weeks immediately preceding the Trade Date or (ii) during the calendar
week in which the Trade Date occurs, except as otherwise disclosed to
GS&Co..  4.             This Supplemental Confirmation may
be executed in any number of counterparts, all of which shall constitute one
and the same instrument, and any party hereto may execute this Supplemental
Confirmation by signing and delivering one or more counterparts.  A-2


Counterparty
hereby agrees (a) to check this Supplemental Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly
identified and rectified and (b) to confirm that the foregoing (in the
exact form provided by GS&Co.) correctly sets forth the terms of the
agreement between GS&Co. and Counterparty with respect to the Transaction
to which this Supplemental Confirmation relates, by manually signing this Supplemental
Confirmation or this page hereof as evidence of agreement to such terms and
providing the other information requested herein and immediately returning an
executed copy to Equity Derivatives Documentation Department, facsimile No.
212-428-1980/83.  Yours
  sincerely,GOLDMAN,
  SACHS & CO.By:Authorized
  SignatoryAgreed
  and Accepted By:GENZYME
  CORPORATIONBy:Name:Title:  A-3


ANNEX A  COUNTERPARTY SETTLEMENT PROVISIONS  1.             The following Counterparty
Settlement Provisions shall apply to the extent indicated under the Master
Confirmation: Settlement
  Currency:
  USDSettlement
  Method Election:
  Applicable;
  provided that (i) Section 7.1 of
  the Equity Definitions is hereby amended by deleting the word Physical in
  the sixth line thereof and replacing it with the words Net Share and (ii)
  the Electing Party may make a settlement method election only if the Electing
  Party represents and warrants to GS&Co. in writing on the date it
  notifies GS&Co. of its election that, as of such date, the Electing Party
  is not aware of any material non-public information concerning Counterparty
  or the Shares and is electing the settlement method in good faith and not as
  part of a plan or scheme to evade compliance with the federal securities
  laws.Electing
  Party:
  CounterpartySettlement
  Method Election Date:
  The
  earlier of (i) the Scheduled Termination Date and (ii) the second Exchange
  Business Day immediately following the Accelerated Termination Date (in which
  case the election under Section 7.1 of the Equity Definitions shall be made
  no later than 10 minutes prior to the open of trading on the Exchange on such
  second Exchange Business Day), as the case may be; provided that if a Friendly Transaction Announcement
  occurs after the Settlement Date, the Settlement Method Election Date for the
  Second Settlement shall be the date of the Friendly Transaction Announcement.Default
  Settlement Method:
  Cash
  SettlementForward
  Cash Settlement Amount:
  The
  Number of Shares to be Delivered multiplied
  by the Settlement Price; provided that
  in the case of a Second Settlement occurring after an early termination or
  cancellation of the relevant Transaction pursuant to Section 6 of the
  Agreement or Article 12 of the Equity Definitions, the Forward Cash
  Settlement Amount shall equal the lesser of (i) zero and (ii)(x) the Payment
  Amount that would have been calculated for such early termination or
  cancellation if clause (x)(b)(ii) in the definition of Number of Shares to be
  Delivered had been replaced with (b)(ii) the Prorated Forward Price
  Adjustment Amount, as determined by the Calculation Agent minus (y) the actual Payment Amount calculated for such
  early termination or cancellation (in each case, with an amount that would
  have been owed by Counterparty expressed as a negative number for purposes of
  this calculation).


Settlement
  Price:
  The
  average of the VWAP Prices (or, in the case of a Second Settlement, the
  Relevant Prices) for the Exchange Business Days in the Settlement Valuation
  Period, subject to Valuation Disruption as specified in the Master
  Confirmation or, in the case of a Second Settlement, subject to Section
  6.6(a) of the Equity Definitions as if such dates were Valuation Dates.Settlement
  Valuation Period:
  A
  number of Scheduled Trading Days selected by GS&Co. in good faith and in
  its reasonable discretion, beginning on the Scheduled Trading Day immediately
  following the earlier of (i) the Scheduled Termination Date or (ii) the
  Exchange Business Day immediately following the Termination Date or, in the
  case of a Second Settlement, the date of the Friendly Transaction
  Announcement.Cash
  Settlement:
  If
  Cash Settlement is applicable, then Buyer shall pay to Seller the absolute
  value of the Forward Cash Settlement Amount on the Cash Settlement Payment
  Date.Cash
  Settlement Payment Date:
  The
  date five Exchange Business Days following the last day of the Settlement
  Valuation Period.Net
  Share Settlement Procedures:
  If
  Net Share Settlement is applicable, Net Share Settlement shall be made in
  accordance with paragraphs 2 through 7 below.  2.             Net Share Settlement shall be made
by delivery on the Cash Settlement Payment Date of a number of Shares
satisfying the conditions set forth in paragraph 3 below (the Registered Settlement Shares), or a number of Shares not
satisfying such conditions (the Unregistered Settlement
Shares), in either case with a value equal to the absolute value of
the Forward Cash Settlement Amount, with such Shares value based on the value
thereof to GS&Co. (which value shall, in the case of Unregistered
Settlement Shares, take into account a commercially reasonable illiquidity
discount), in each case as determined by the Calculation Agent in a
commercially reasonable manner.  3.             Counterparty may only deliver Registered Settlement
Shares pursuant to paragraph 2 above if:  (a)           a registration statement covering
public resale of the Registered Settlement Shares by GS&Co. (the Registration Statement) shall have been filed with the
Securities and Exchange Commission under the Securities Act and been declared
or otherwise become effective on or prior to the date of delivery, and no stop
order shall be in effect with respect to the Registration Statement; a printed
prospectus relating to the Registered Settlement Shares (including any
prospectus supplement thereto, the Prospectus)
shall have been delivered to GS&Co., in such quantities as GS&Co. shall
reasonably have requested, on or prior to the date of delivery;  (b)           the form and content of the
Registration Statement and the Prospectus (including, without limitation, any
sections describing the plan of distribution) shall be reasonably satisfactory
to GS&Co.;  (c)           as of or prior to the date of
delivery, GS&Co. and its agents shall have been afforded a reasonable
opportunity to conduct a due diligence investigation with respect to
Counterparty customary in scope for underwritten offerings of equity securities
and the results of such investigation are satisfactory to GS&Co., in its
discretion; and  2


(d)           as of the date of delivery, an
agreement (the Underwriting Agreement) shall
have been entered into with GS&Co. in connection with the public resale of
the Registered Settlement Shares by GS&Co. substantially similar to
underwriting agreements customary for underwritten offerings of equity
securities, in form and substance satisfactory to GS&Co., which Underwriting
Agreement shall include, without limitation, provisions substantially similar
to those contained in such underwriting agreements relating, without
limitation, to the indemnification of, and contribution in connection with the
liability of, GS&Co. and its affiliates and the provision of customary
opinions, accountants comfort letters and lawyers negative assurance letters.  4.             If
Counterparty delivers Unregistered Settlement Shares pursuant to paragraph 2
above:  (a)           all Unregistered Settlement Shares
shall be delivered to GS&Co. (or any affiliate of GS&Co. designated by
GS&Co.) pursuant to the exemption from the registration requirements of the
Securities Act provided by Section 4(2) thereof;  (b)           as of or prior to the date of
delivery, GS&Co. and any potential purchaser of any such shares from
GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) identified
by GS&Co. shall be afforded a commercially reasonable opportunity to
conduct a due diligence investigation with respect to Counterparty customary in
scope for private placements of equity securities (including, without
limitation, the right to have made available to them for inspection all
financial and other records, pertinent corporate documents and other
information reasonably requested by them);  (c)           as of the date of delivery,
Counterparty shall enter into an agreement (a Private
Placement Agreement) with GS&Co. (or any affiliate of
GS&Co. designated by GS&Co.) in connection with the private placement
of such shares by Counterparty to GS&Co. (or any such affiliate) and the
private resale of such shares by GS&Co. (or any such affiliate),
substantially similar to private placement purchase agreements customary for
private placements of equity securities, in form and substance commercially
reasonably satisfactory to GS&Co., which Private Placement Agreement shall
include, without limitation, provisions substantially similar to those
contained in such private placement purchase agreements relating, without
limitation, to the indemnification of, and contribution in connection with the
liability of, GS&Co. and its affiliates and the provision of customary
opinions, accountants comfort letters and lawyers negative assurance letters,
and shall provide for the payment by Counterparty of all fees and expenses in
connection with such resale, including all fees and expenses of counsel for
GS&Co., and shall contain representations, warranties, covenants and
agreements of Counterparty reasonably necessary or advisable to establish and
maintain the availability of an exemption from the registration requirements of
the Securities Act for such resales; and  (d)           in connection with the private
placement of such shares by Counterparty to GS&Co. (or any such affiliate)
and the private resale of such shares by GS&Co. (or any such affiliate),
Counterparty shall, if so requested by GS&Co., prepare, in cooperation with
GS&Co., a private placement memorandum in form and substance reasonably
satisfactory to GS&Co.  5.             GS&Co., itself
or through an affiliate (the Selling Agent)
or any underwriter(s), will, exercising principles of best execution, sell all,
or such lesser portion as may be required hereunder, of the Registered
Settlement Shares or Unregistered Settlement Shares and any Makewhole Shares
(as defined below) (together, the Settlement Shares)
delivered by Counterparty to GS&Co. pursuant to paragraph 6 below
commencing on the Cash Settlement Payment Date and continuing until the date on
which the aggregate Net Proceeds (as such term is defined below) of such sales,
as determined by GS&Co., is equal to the absolute value of the Forward Cash
Settlement Amount (such date, the Final Resale Date).  If the proceeds of any sale(s) made by
GS&Co., the Selling Agent or any underwriter(s), net of any fees and
commissions (including, without limitation, underwriting or placement fees)
customary for similar transactions under the circumstances at the time of the
offering, together with carrying charges and expenses incurred in connection
with the offer and sale of the Shares (including, but without limitation to,
the covering of any over-allotment or short position (syndicate or otherwise))
(the Net Proceeds) exceed the absolute
value of the Forward Cash Settlement Amount, GS&Co. will refund, in USD,
such excess to Counterparty on the date that is three (3) Currency Business
Days following the Final Resale Date, and, if any portion of the Settlement
Shares remains unsold, GS&Co. shall return to Counterparty on that date
such unsold Shares.  3


6.             If
the Calculation Agent determines that the Net Proceeds received from the sale
of the Registered Settlement Shares or Unregistered Settlement Shares or any
Makewhole Shares, if any, pursuant to this paragraph 6 are less than the
absolute value of the Forward Cash Settlement Amount (the amount in USD by
which the Net Proceeds are less than the absolute value of the Forward Cash
Settlement Amount being the Shortfall and
the date on which such determination is made, the Deficiency
Determination Date), Counterparty shall on the Exchange Business
Day next succeeding the Deficiency Determination Date (the Makewhole Notice Date) deliver to GS&Co., through the
Selling Agent, a notice of Counterpartys election that Counterparty shall
either (i) pay an amount in cash equal to the Shortfall on the day that is one
(1) Currency Business Day after the Makewhole Notice Date, or (ii) deliver
additional Shares.  If Counterparty
elects to deliver to GS&Co. additional Shares, then Counterparty shall deliver
additional Shares in compliance with the terms and conditions of paragraph 3 or
paragraph 4 above, as the case may be (the Makewhole
Shares), on the first Clearance System Business Day which is also
an Exchange Business Day following the Makewhole Notice Date in such number as
the Calculation Agent reasonably believes would have a market value on that
Exchange Business Day equal to the Shortfall. 
Such Makewhole Shares shall be sold by GS&Co. in accordance with the
provisions above; provided that if the sum of the
Net Proceeds from the sale of the originally delivered Shares and the Net
Proceeds from the sale of any Makewhole Shares is less than the absolute value
of the Forward Cash Settlement Amount then Counterparty shall, at its election,
either make such cash payment or deliver to GS&Co. further Makewhole Shares
until such Shortfall has been reduced to zero.  7.             Notwithstanding the foregoing, in
no event shall the aggregate number of Settlement Shares and Makewhole Shares
be greater than the Reserved Shares minus the
amount of any Shares actually delivered by Counterparty under any other
Transaction(s) under this Master Confirmation (the result of such calculation,
the Capped Number).  Counterparty represents and warrants (which
shall be deemed to be repeated on each day that a Transaction is outstanding)
that the Capped Number is equal to or less than the number of Shares determined
according to the following formula:  A  B  WhereA = the number of authorized but unissued shares of
the Counterparty that are not reserved for future issuance on the date of the
determination of the Capped Number; and  B
= the maximum number of Shares required to be delivered to third parties if
Counterparty elected Net Share Settlement of all transactions in the Shares
(other than Transactions in the Shares under this Master Confirmation) with all
third parties that are then currently outstanding and unexercised.  Reserved Shares means initially,
38,887,809 Shares.  The Reserved Shares
may be increased or decreased in a Supplemental Confirmation.  4