Exhibit 10.3  Notice
  of Grant of Award
  GENZYME
  CORPORATIONand
  Award Agreement
  ID:
  06-1047163500
  Kendall StreetCambridge,
  MA 02142   [First
  Name][Last Name]
  Award
  Number:
  [Grant
  Number][Address
  Line 1]
  Plan:
  [Plan
  Number][City],
  [State] [Zip][Country]
  ID:
  [Social
  Security]  Effective
[Grant Date], you have been granted an award of [Share Number] restricted stock
units.  These units are restricted until
the vest date(s) shown below, at which time you will receive shares of
GENZYME CORPORATION (the Company) common stock.  The
current total value of the award is $[Dollar Amount].  The
award will vest in increments on the date(s) shown.  Shares
  
  Full
  Vest[Share
  Number]
  
  [Grant
  Date]
  These
awards are granted under and governed by the terms and conditions of the
Companys Equity Plan as amended
and the Award Agreement, all of which are attached and made a part of this
document.


GENZYME CORPORATION 2004 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement Tier I Retirement Eligible  1.  Plan Incorporated by Reference. This
Restricted Stock Unit is issued pursuant to the terms of the Plan, as amended
or may be amended, and this Restricted Stock Unit Award Agreement (Award
Agreement), and may be amended as provided in the Plan. Capitalized terms used
and not otherwise defined in this Award Agreement have the meanings given to
them in the Plan. This Award Agreement does not set forth all of the terms and
conditions of the Plan, which are incorporated herein by reference. Copies of the
Plan may be obtained upon written request without charge from the Shareholder
Relations Department of the Company.  2.  Vesting Schedule. The Participant
qualifies for a retirement eligible vesting schedule because the Participant
has reached, or by December 31, 2008 can reach, at least 60 years of age
and 5 years of service with the Company or its Affiliates.  Accordingly, the Participants right to
receive the number of shares of Stock set forth in the Notice of Grant of Award
associated with this Award Agreement (Notice) shall vest with respect to
one-third of such number of shares of Stock on each of the first three
anniversaries of the date of grant set forth in the Notice, provided that on
each such anniversary the Participant is then, and since the date of grant has
been continuously, employed by the Company or its Affiliates, unless otherwise
specified herein (each such anniversary, a Vesting Date).  Notwithstanding the preceding sentence, all
unvested shares of Stock subject to this Restricted Stock Unit shall vest, if
applicable, on such date as prescribed by sections 4 and 6 below and the
earliest of any such date to occur shall be the Full Vesting Date.  3.  Delivery of Shares. As soon as
practicable after each respective Vesting Date for this Restricted Stock Unit,
and in no event later than March 15th of the calendar year following the
calendar year in which the respective Vesting Date occurs, the Company shall
deliver to the Participant, subject to sections 4 and 7 below, one-third of the
number of shares of Stock set forth in the Notice.  As soon as practicable after the Full Vesting
Date for this Restricted Stock Unit, and in no event later than March 15th
of the calendar year following the calendar year in which the Full Vesting Date
occurs, the Company shall deliver to Participant, subject to sections 4 and 7
below, all shares of Stock subject to this Award that vested on the Full
Vesting Date.  The provisions of this
section 3 and of section 2 shall not be construed as limiting the Administrators
right to accelerate the vesting for, and therefore the Vesting Date in respect
of, any portion of this Restricted Stock Unit or of the delivery of shares in
respect of any vested portion of this Restricted Stock Unit for any reason.  4.  Recapitalization, Mergers, Etc. In the
event of a Covered Transaction, the Administrator may upon written notice to
the Participant provide that this Restricted Stock Unit shall terminate on a
date not less than 20 days after the date of such notice unless theretofore
vested. In connection with such notice, the Administrator may in its sole
discretion accelerate or waive any deferred vesting period.  Notwithstanding the foregoing, in the event
of a Change in Control of the Company (as defined in Participants employment
agreement) during Participants employment with the Company or its Affiliates,
this Restricted Stock Unit shall immediately vest as to all unvested shares
without regard to any deferred vesting period under section 2 above.  With respect to any portion of this
Restricted Stock Unit the vesting of which is accelerated under the immediately
preceding sentence, the date referred to in the last sentence of section 2
above shall be the date of the consummation of such Change in Control.  5. Restricted Stock Unit Not Transferable.
This Restricted Stock Unit is not transferable by the Participant otherwise
than by will or the laws of descent and distribution. The naming of a
Designated Beneficiary does not constitute a transfer.  A Designated Beneficiary means the
beneficiary designated by the Participant, in a manner determined by the
Administrator, to receive


amounts
due or vesting rights of the Participant in the event of the Participants
death.  In the absence of an effective
designation by the Participant, Designated Beneficiary means the Participants
estate.  6.  Termination of Employment. If the
Participants employment with (a) the Company, (b) an Affiliate, or (c) a
corporation or other entity (or parent or subsidiary thereof) assuming this
Award or issuing a substitute equity-based award pursuant to the Plan
(collectively, Group), is terminated for any reason other than due to death,
as result of disability, or by the Group without cause, the Participant shall
not be entitled to any shares under this Restricted Stock Unit unless
theretofore vested, and the remainder of this Restricted Stock Unit shall be
immediately forfeited.  If Participants
employment is terminated upon Participants death or by the Group without cause
(as defined in Participants employment agreement), this Restricted Stock Unit
shall immediately vest as to all unvested shares without regard to any deferred
vesting period under section 2 above. 
With respect to any portion of this Restricted Stock Unit the vesting of
which is accelerated under the immediately preceding sentence, the date
referred to in the last sentence of section 2 above shall be the date of the
Participants death or termination of employment, as the case may be.  If Participants employment is terminated by
the Group as a result of disability (as defined in his employment agreement),
this Restricted Stock Unit shall vest as to all unvested shares on the earlier
of such termination and March 15th of the calendar year following the date
the Participant is determined by the Administrator to have such a disability,
all without regard to any deferred vesting period under section 2 above.  With respect to any portion of this
Restricted Stock Unit the vesting of which is accelerated under the immediately
preceding sentence, the date referred to in the last sentence of section 2
above shall be the earlier of the two dates described in the immediately
preceding sentence.  7.  Tax Matters.  (a) Withholding.  The Participant shall pay to the Company, or make
provision satisfactory to the Company for payment of any taxes required by law
to be withheld with respect to the vesting of this Restricted Stock Unit or the
delivery of shares hereunder.  The
Administrator may, in its sole discretion, require that a portion of the shares
of Stock that would have otherwise been delivered to the Participant upon
vesting of this Restricted Stock Unit be sold by the Participant or retained by
the Company to satisfy tax withholding and payment obligations, or in the case of
any taxes due upon vesting and prior to distribution that the number of shares
subject to this Restricted Stock Unit may be reduced to satisfy the tax
withholding and payment obligations. 
Such shares shall be valued at the Fair Market Value on the date of sale
if sold, or vesting if retained or reduced. 
All other terms of the sale or retention shall be determined by the
Administrator in its sole discretion. 
The Administrator may, in its sole discretion, require any other
federal, state or local taxes imposed on the sale of the shares to be paid by
the Participant.  In the Administrators
sole discretion, such additional tax obligations may be paid in whole or in
part in shares of Stock, including shares sold upon or retained from the
vesting of this Restricted Stock Unit, valued at their Fair Market Value on the
date of sale if sold, or of vesting if retained.  Any cash proceeds resulting from a sale of
Stock pursuant to this section 7 that are in excess of the taxes due shall be
paid to the Participant. The Company and its Affiliates may, to the extent
permitted by law, deduct any tax obligations from any payment of any kind
otherwise due to the Participant.  (b) Section 409A.  The Participant acknowledges that the
Restricted Stock Unit is intended to qualify for the short-term deferral
exemption from Section 409A and shall be construed by the Administrator
accordingly.  Notwithstanding the
preceding sentence, neither the Group, nor the Administrator, nor any person
acting on behalf of any of them, shall be liable to the Participant by reason
of any acceleration of income, or any tax or additional tax, asserted by reason
of any failure of the Award or any portion thereof to  2


satisfy
the requirements for exemption from, or compliance with, Section 409A of
the Code.  (c) Section 4999.  Neither the Group, nor the Administrator, nor
any person acting on behalf of any of them, shall be liable to the Participant
by reason of any tax asserted under Section 4999 of the Code.  8. Notice of Sale of Stock
Required.  The Participant agrees to
notify the Company in writing within 30 days of the disposition of any shares
of Stock received upon vesting of this Restricted Stock Unit if such
disposition occurs within two years of the date of the grant of this Restricted
Stock Unit or within one year after such vesting.  9.  Rights Limited.  The Administrator, in its sole discretion,
shall determine from the group of eligible persons whether an individual shall
be a Participant under the Plan.  Any
grant made under the Plan shall be made in the sole discretion of the
Administrator and no prior grant shall entitle a person to any future
grant.  Nothing in the Plan or any
Restricted Stock Unit grant will be construed as giving any person the right to
continued employment or service with the Group, or any rights as a shareholder
except as to shares of Stock actually issued under the Plan.  In no event shall the Plan, or any grant made
under the Plan, form a part of an employees or consultants contract of
employment or service, if any.  The loss
of existing or potential profit in Restricted Stock Units will not constitute
an element of damages in the event of termination of employment or service for
any reason, even if the termination is in violation of an obligation of the
Group to the Participant.  10.  Acceptance.  Failure of the Participant to accept the
terms and conditions of this Restricted Stock Unit in accordance with the
requirements of the Administrator can result in adverse consequences to the
Participant, including cancellation of the Restricted Stock Unit.  ACKNOWLEDGED
  AND AGREED:Participant
  SignatureParticipant
  Name (Print)Date  3


GENZYME CORPORATION 2004 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement Tier I Not Retirement Eligible  1.  Plan Incorporated by Reference. This
Restricted Stock Unit is issued pursuant to the terms of the Plan, as amended
or may be amended, and this Restricted Stock Unit Award Agreement (Award
Agreement), and may be amended as provided in the Plan. Capitalized terms used
and not otherwise defined in this Award Agreement have the meanings given to
them in the Plan. This Award Agreement does not set forth all of the terms and
conditions of the Plan, which are incorporated herein by reference. Copies of
the Plan may be obtained upon written request without charge from the
Shareholder Relations Department of the Company.  2.  Vesting Schedule. The Participants
right to receive the number of shares of Stock set forth in the Notice of Grant
of Award associated with this Award Agreement (Notice) shall vest on the
earlier of (a) the third anniversary of the date of grant set forth in the
Notice or (b) if applicable, the earliest to occur of the dates prescribed
by sections 4 and 6 below, provided that the Participant is then, and since the
date of grant has been continuously, employed by the Company or its Affiliates,
unless otherwise specified herein (the earlier of the dates specified in (a) and
(b) shall be the Vesting Date).  3.  Delivery of Shares. As soon as
practicable after the Vesting Date for this Restricted Stock Unit, and in no
event later than March 15th of the calendar year following the calendar
year in which the respective Vesting Date occurs, the Company shall deliver to
the Participant, subject to sections 4 and 7 below, the number of shares of
Stock set forth in the Notice.  The
provisions of this section 3 and of section 2 shall not be construed as
limiting the Administrators right to accelerate the vesting for, and therefore
the Vesting Date in respect of, any portion of this Restricted Stock Unit or of
the delivery of shares in respect of any vested portion of this Restricted Stock
Unit for any reason.  4.  Recapitalization, Mergers, Etc. In the
event of a Covered Transaction, the Administrator may upon written notice to
the Participant provide that this Restricted Stock Unit shall terminate on a
date not less than 20 days after the date of such notice unless theretofore
vested.  In connection with such notice,
the Administrator may in its sole discretion accelerate or waive any deferred
vesting period.  Notwithstanding the
foregoing, in the event of a Change in Control of the Company (as defined in
Participants employment agreement) during Participants employment with the
Company or its Affiliates, this Restricted Stock Unit shall immediately vest as
to all shares without regard to any deferred vesting period under section 2 above,
and the date referred to in clause (b) of such section shall be the date
of the consummation of such Change in Control.  5.
Restricted Stock Unit Not
Transferable. This Restricted Stock Unit is not transferable by the
Participant otherwise than by will or the laws of descent and distribution. The
naming of a Designated Beneficiary does not constitute a transfer.  A Designated Beneficiary means the
beneficiary designated by the Participant, in a manner determined by the
Administrator, to receive amounts due or vesting rights of the Participant in
the event of the Participants death.  In
the absence of an effective designation by the Participant, Designated
Beneficiary means the Participants estate.  6.  Termination of Employment. If the
Participants employment with (a) the Company, (b) an Affiliate, or (c) a
corporation or other entity (or parent or subsidiary thereof) assuming this
Award or issuing a substitute equity-based award pursuant to the Plan
(collectively, Group), is terminated for any reason other than due to death,
as result of disability, or by the Group without cause, the Participant shall
not be entitled to any shares under this Restricted Stock Unit unless
theretofore vested, and the remainder of this Restricted Stock Unit shall


be
immediately forfeited.  If Participants
employment is terminated upon Participants death or by the Group without cause
(as defined in Participants employment agreement), this Restricted Stock Unit
shall immediately vest as to all shares without regard to any deferred vesting
period under section 2 above, and the date referred to in clause (b) of
such section shall be the date of Participants death or termination of
employment, as the case may be.  If
Participants employment is terminated by the Group as a result of disability
(as defined in his employment agreement), this Restricted Stock Unit shall vest
as to all shares on the earlier of such termination and March 15th of the
calendar year following the date the Participant is determined by the
Administrator to have such a disability, all without regard to any deferred
vesting period under section 2 above, and the date referred to in clause (b) of
such section shall be the earlier of the two dates described in this sentence.  7.  Tax Matters.  (a) Withholding.  The Participant shall pay to the Company, or
make provision satisfactory to the Company for payment of any taxes required by
law to be withheld with respect to the vesting of this Restricted Stock Unit or
the delivery of shares hereunder.  The
Administrator may, in its sole discretion, require that a portion of the shares
of Stock that would have otherwise been delivered to the Participant upon
vesting of this Restricted Stock Unit be sold by the Participant or retained by
the Company to satisfy tax withholding and payment obligations, or in the case
of any taxes due upon vesting and prior to distribution that the number of
shares subject to this Restricted Stock Unit may be reduced to satisfy the tax
withholding and payment obligations.  Such
shares shall be valued at the Fair Market Value on the date of sale if sold, or
vesting if retained or reduced.  All
other terms of the sale or retention shall be determined by the Administrator
in its sole discretion.  The
Administrator may, in its sole discretion, require any other federal, state or
local taxes imposed on the sale of the shares to be paid by the
Participant.  In the Administrators sole
discretion, such additional tax obligations may be paid in whole or in part in
shares of Stock, including shares sold upon or retained from the vesting of
this Restricted Stock Unit, valued at their Fair Market Value on the date of
sale if sold, or of vesting if retained. 
Any cash proceeds resulting from a sale of Stock pursuant to this
section 7 that are in excess of the taxes due shall be paid to the Participant.
The Company and its Affiliates may, to the extent permitted by law, deduct any
tax obligations from any payment of any kind otherwise due to the Participant.  (b) Section 409A.  The Participant acknowledges that the
Restricted Stock Unit is intended to qualify for the short-term deferral
exemption from Section 409A and shall be construed by the Administrator
accordingly.  Notwithstanding the
preceding sentence, neither the Group, nor the Administrator, nor any person
acting on behalf of any of them, shall be liable to the Participant by reason
of any acceleration of income, or any tax or additional tax, asserted by reason
of any failure of the Award or any portion thereof to satisfy the requirements
for exemption from, or compliance with, Section 409A of the Code.  (c) Section 4999.  Neither the Group, nor the Administrator, nor
any person acting on behalf of any of them, shall be liable to the Participant
by reason of any tax asserted under Section 4999 of the Code.  8.
Notice of Sale of Stock Required. 
The Participant agrees to notify the Company in writing within 30 days
of the disposition of any shares of Stock received upon vesting of this
Restricted Stock Unit if such disposition occurs within two years of the date
of the grant of this Restricted Stock Unit or within one year after such
vesting.  9.  Rights Limited.  The Administrator, in its sole discretion,
shall determine from the group of eligible persons whether an individual shall
be a Participant under the Plan.  Any
grant made under the Plan shall be made in the sole discretion of the
Administrator and no prior grant shall entitle a person to any future
grant.  Nothing in the Plan or any
Restricted Stock Unit grant will be construed as giving any person the right to
continued  2


employment
or service with the Group, or any rights as a shareholder except as to shares
of Stock actually issued under the Plan. 
In no event shall the Plan, or any grant made under the Plan, form a
part of an employees or consultants contract of employment or service, if
any.  The loss of existing or potential
profit in Restricted Stock Units will not constitute an element of damages in
the event of termination of employment or service for any reason, even if the
termination is in violation of an obligation of the Group to the Participant.  10.  Acceptance.  Failure of the Participant to accept the
terms and conditions of this Restricted Stock Unit in accordance with the
requirements of the Administrator can result in adverse consequences to the
Participant, including cancellation of the Restricted Stock Unit.  ACKNOWLEDGED
  AND AGREED:Participant
  SignatureParticipant
  Name (Print)Date  3


GENZYME CORPORATION 2004 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement Tier II Retirement Eligible  1.  Plan Incorporated by Reference. This
Restricted Stock Unit is issued pursuant to the terms of the Plan, as amended
or may be amended, and this Restricted Stock Unit Award Agreement (Award
Agreement), and may be amended as provided in the Plan. Capitalized terms used
and not otherwise defined in this Award Agreement have the meanings given to
them in the Plan. This Award Agreement does not set forth all of the terms and
conditions of the Plan, which are incorporated herein by reference. Copies of
the Plan may be obtained upon written request without charge from the
Shareholder Relations Department of the Company.  2.  Vesting Schedule. The Participant
qualifies for a retirement eligible vesting schedule because the Participant
has reached, or by December 31, 2008 can reach, at least 60 years of age
and 5 years of service with the Company or its Affiliates.  Accordingly, the Participants right to
receive the number of shares of Stock set forth in the Notice of Grant of Award
associated with this Award Agreement (Notice) shall vest with respect to
one-third of such number of shares of Stock on each of the first three
anniversaries of the date of grant set forth in the Notice, provided that on
each such anniversary, the Participant is then, and since the date of grant has
been continuously, employed by the Company or its Affiliates, unless otherwise
specified herein (each such anniversary, a Vesting Date).  Notwithstanding the preceding sentence, all
unvested shares of Stock subject to this Restricted Stock Unit shall vest, if
applicable, on the earlier to occur of the dates prescribed by sections 4 and 6
below (the earlier of these two dates shall be the Full Vesting Date).  3.  Delivery of Shares. As soon as
practicable after each respective Vesting Date for this Restricted Stock Unit,
and in no event later than March 15th of the calendar year following the
calendar year in which the respective Vesting Date occurs, the Company shall
deliver to the Participant, subject to sections 4 and 7 below, one-third of the
number of shares of Stock set forth in the Notice.  As soon as practicable after the Full Vesting
Date for this Restricted Stock Unit, and in no event later than March 15th
of the calendar year following the calendar year in which the Full Vesting Date
occurs, the Company shall deliver to Participant, subject to sections 4 and 7
below, all shares of Stock subject to this Award that vested on the Full
Vesting Date.  The provisions of this
section 3 and of section 2 shall not be construed as limiting the Administrators
right to accelerate the vesting for, and therefore the Vesting Date in respect
of, any portion of this Restricted Stock Unit or of the delivery of shares in
respect of any vested portion of this Restricted Stock Unit for any reason.  4.  Recapitalization, Mergers, Etc. In the
event of a Covered Transaction, the Administrator may upon written notice to
the Participant provide that this Restricted Stock Unit shall terminate on a
date not less than 20 days after the date of such notice unless theretofore
vested. In connection with such notice, the Administrator may in its sole
discretion accelerate or waive any deferred vesting period.  Notwithstanding the foregoing, in the event
of a Change in Control of the Company (as defined in a vote of the Compensation
Committee adopted May 29, 2002) during Participants employment with the
Company or its Affiliates, this Restricted Stock Unit shall immediately vest as
to all unvested shares without regard to any deferred vesting period under
section 2 above.  With respect to any
portion of this Restricted Stock Unit the vesting of which is accelerated under
the immediately preceding sentence, the date referred to in the last sentence
of section 2 above shall be the date of the consummation of such Change in
Control.  5.
Restricted Stock Unit Not
Transferable. This Restricted Stock Unit is not transferable by the
Participant otherwise than by will or the laws of descent and distribution. The
naming of a Designated Beneficiary does not constitute a


transfer.  A Designated Beneficiary means the
beneficiary designated by the Participant, in a manner determined by the
Administrator, to receive amounts due or vesting rights of the Participant in
the event of the Participants death.  In
the absence of an effective designation by the Participant, Designated
Beneficiary means the Participants estate.  6.  Termination of Employment. If the
Participants employment with (a) the Company, (b) an Affiliate, or (c) a
corporation or other entity (or parent or subsidiary thereof) assuming this
Award or issuing a substitute equity-based award pursuant to the Plan
(collectively, Group), is terminated for any reason other than death, the
Participant shall not be entitled to any shares under this Restricted Stock
Unit unless theretofore vested and the remainder of this Restricted Stock Unit
shall be immediately forfeited.  Upon
Participants death during employment with the Group, this Restricted Stock
Unit shall immediately vest as to all unvested shares without regard to any
deferred vesting period under section 2 above. 
With respect to any portion of this Restricted Stock Unit the vesting of
which is accelerated under the immediately preceding sentence, the date
referred to in the last sentence of section 2 above shall be the date of
Participants death.  7.  Tax Matters.  (a) Withholding.  The Participant shall pay to the Company, or
make provision satisfactory to the Company for payment of any taxes required by
law to be withheld with respect to the vesting of this Restricted Stock Unit or
the delivery of shares hereunder.  The
Administrator may, in its sole discretion, require that a portion of the shares
of Stock that would have otherwise been delivered to the Participant upon
vesting of this Restricted Stock Unit be sold by the Participant or retained by
the Company to satisfy tax withholding and payment obligations, or in the case
of any taxes due upon vesting and prior to distribution that the number of
shares subject to this Restricted Stock Unit may be reduced to satisfy the tax
withholding and payment obligations. 
Such shares shall be valued at the Fair Market Value on the date of sale
if sold, or vesting if retained or reduced. 
All other terms of the sale or retention shall be determined by the
Administrator in its sole discretion. 
The Administrator may, in its sole discretion, require any other
federal, state or local taxes imposed on the sale of the shares to be paid by
the Participant.  In the Administrators
sole discretion, such additional tax obligations may be paid in whole or in
part in shares of Stock, including shares sold upon or retained from the
vesting of this Restricted Stock Unit, valued at their Fair Market Value on the
date of sale if sold, or of vesting if retained.  Any cash proceeds resulting from a sale of
Stock pursuant to this section 7 that are in excess of the taxes due shall be
paid to the Participant. The Company and its Affiliates may, to the extent
permitted by law, deduct any tax obligations from any payment of any kind
otherwise due to the Participant.  (b) Section 409A.  The Participant acknowledges that the
Restricted Stock Unit is intended to qualify for the short-term deferral
exemption from Section 409A and shall be construed by the Administrator
accordingly.  Notwithstanding the
preceding sentence, neither the Group, nor the Administrator, nor any person
acting on behalf of any of them, shall be liable to the Participant by reason
of any acceleration of income, or any tax or additional tax, asserted by reason
of any failure of the Award or any portion thereof to satisfy the requirements
for exemption from, or compliance with, Section 409A of the Code.  (c) Section 4999.  Neither the Group, nor the Administrator, nor
any person acting on behalf of any of them, shall be liable to the Participant
by reason of any tax asserted under Section 4999 of the Code.  8.
Notice of Sale of Stock Required. 
The Participant agrees to notify the Company in writing within 30 days
of the disposition of any shares of Stock received upon vesting of this
Restricted Stock Unit if such disposition occurs within two years of the date
of the grant of this Restricted Stock Unit or within one year after the date of
such vesting.  2


9.  Rights Limited.  The Administrator, in its sole discretion,
shall determine from the group of eligible persons whether an individual shall
be a Participant under the Plan.  Any
grant made under the Plan shall be made in the sole discretion of the
Administrator and no prior grant shall entitle a person to any future
grant.  Nothing in the Plan or any
Restricted Stock Unit grant will be construed as giving any person the right to
continued employment or service with the Group, or any rights as a shareholder
except as to shares of Stock actually issued under the Plan.  In no event shall the Plan, or any grant made
under the Plan, form a part of an employees or consultants contract of
employment or service, if any.  The loss
of existing or potential profit in Restricted Stock Units will not constitute
an element of damages in the event of termination of employment or service for
any reason, even if the termination is in violation of an obligation of the
Group to the Participant.  10.  Acceptance.  Failure of the Participant to accept the
terms and conditions of this Restricted Stock Unit in accordance with the
requirements of the Administrator can result in adverse consequences to the
Participant, including cancellation of the Restricted Stock Unit.  ACKNOWLEDGED
  AND AGREED:Participant
  SignatureParticipant
  Name (Print)Date  3


GENZYME CORPORATION 2004 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement Tier II Not Retirement Eligible  1.  Plan Incorporated by Reference. This
Restricted Stock Unit is issued pursuant to the terms of the Plan, as amended
or may be amended, and this Restricted Stock Unit Award Agreement (Award
Agreement), and may be amended as provided in the Plan. Capitalized terms used
and not otherwise defined in this Award Agreement have the meanings given to
them in the Plan. This Award Agreement does not set forth all of the terms and
conditions of the Plan, which are incorporated herein by reference. Copies of
the Plan may be obtained upon written request without charge from the
Shareholder Relations Department of the Company.  2.  Vesting Schedule. The Participants
right to receive the number of shares of Stock set forth in the Notice of Grant
of Award associated with this Award Agreement (Notice) shall vest on the
earlier of (a) the third anniversary of the date of grant set forth in the
Notice or (b) if applicable, the earlier to occur of the dates prescribed
by sections 4 and 6 below, provided that the Participant is then, and since the
date of grant has been continuously, employed by the Company or its Affiliates,
unless otherwise specified herein (the earlier of the dates specified in (a) and
(b) shall be the Vesting Date).  3.  Delivery of Shares. As soon as
practicable after the Vesting Date for this Restricted Stock Unit, and in no
event later than March 15th of the calendar year following the calendar
year in which the respective Vesting Date occurs, the Company shall deliver to
the Participant, subject to sections 4 and 7 below, the number of shares of
Stock set forth in the Notice.  The
provisions of this section 3 and of section 2 shall not be construed as
limiting the Administrators right to accelerate the vesting for, and therefore
the Vesting Date in respect of, any portion of this Restricted Stock Unit or of
the delivery of shares in respect of any vested portion of this Restricted
Stock Unit for any reason.  4.  Recapitalization, Mergers, Etc. In the
event of a Covered Transaction, the Administrator may upon written notice to
the Participant provide that this Restricted Stock Unit shall terminate on a
date not less than 20 days after the date of such notice unless theretofore
vested.  In connection with such notice,
the Administrator may in its sole discretion accelerate or waive any deferred
vesting period.  Notwithstanding the
foregoing, in the event of a Change in Control of the Company (as defined in a
vote of the Compensation Committee adopted May 29, 2002) during
Participants employment with the Company or its Affiliates, this Restricted
Stock Unit shall immediately vest as to all shares without regard to any
deferred vesting period under section 2 above, and the date referred to in
clause (b) of such section shall be the date of the consummation of such
Change in Control.  5.
Restricted Stock Unit Not
Transferable. This Restricted Stock Unit is not transferable by the
Participant otherwise than by will or the laws of descent and distribution. The
naming of a Designated Beneficiary does not constitute a transfer.  A Designated Beneficiary means the
beneficiary designated by the Participant, in a manner determined by the
Administrator, to receive amounts due or vesting rights of the Participant in
the event of the Participants death.  In
the absence of an effective designation by the Participant, Designated
Beneficiary means the Participants estate.  6.  Termination of Employment. If the
Participants employment with (a) the Company, (b) an Affiliate, or (c) a
corporation or other entity (or parent or subsidiary thereof) assuming this
Award or issuing a substitute equity-based award pursuant to the Plan
(collectively, Group), is terminated for any reason other than death, the
Participant shall not be entitled to any shares under this Restricted Stock
Unit unless theretofore vested and the remainder of this Restricted Stock Unit
shall be immediately forfeited.  Upon
Participants death during


employment
with the Group, this Restricted Stock Unit shall immediately vest as to all
unvested shares without regard to any deferred vesting period under section 2
above, and the date referred to in clause (b) of such section shall be the
date of Participants death.  7.  Tax Matters.  (a) Withholding.  The Participant shall pay to the Company, or
make provision satisfactory to the Company for payment of any taxes required by
law to be withheld with respect to the vesting of this Restricted Stock Unit or
the delivery of shares hereunder.  The
Administrator may, in its sole discretion, require that a portion of the shares
of Stock that would have otherwise been delivered to the Participant upon
vesting of this Restricted Stock Unit be sold by the Participant or retained by
the Company to satisfy tax withholding and payment obligations, or in the case
of any taxes due upon vesting and prior to distribution that the number of
shares subject to this Restricted Stock Unit may be reduced to satisfy the tax
withholding and payment obligations. 
Such shares shall be valued at the Fair Market Value on the date of sale
if sold, or vesting if retained or reduced. 
All other terms of the sale or retention shall be determined by the
Administrator in its sole discretion. 
The Administrator may, in its sole discretion, require any other
federal, state or local taxes imposed on the sale of the shares to be paid by
the Participant.  In the Administrators
sole discretion, such additional tax obligations may be paid in whole or in
part in shares of Stock, including shares sold upon or retained from the
vesting of this Restricted Stock Unit, valued at their Fair Market Value on the
date of sale if sold, or of vesting if retained.  Any cash proceeds resulting from a sale of
Stock pursuant to this section 7 that are in excess of the taxes due shall be
paid to the Participant. The Company and its Affiliates may, to the extent
permitted by law, deduct any tax obligations from any payment of any kind
otherwise due to the Participant.  (b) Section 409A.  The Participant acknowledges that the
Restricted Stock Unit is intended to qualify for the short-term deferral
exemption from Section 409A and shall be construed by the Administrator
accordingly.  Notwithstanding the preceding
sentence, neither the Group, nor the Administrator, nor any person acting on
behalf of any of them, shall be liable to the Participant by reason of any
acceleration of income, or any tax or additional tax, asserted by reason of any
failure of the Award or any portion thereof to satisfy the requirements for
exemption from, or compliance with, Section 409A of the Code.  (c) Section 4999.  Neither the Group, nor the Administrator, nor
any person acting on behalf of any of them, shall be liable to the Participant
by reason of any tax asserted under Section 4999 of the Code.  8.
Notice of Sale of Stock Required. 
The Participant agrees to notify the Company in writing within 30 days
of the disposition of any shares of Stock received upon vesting of this Restricted
Stock Unit if such disposition occurs within two years of the date of the grant
of this Restricted Stock Unit or within one year after the date of such
vesting.  9.  Rights Limited.  The Administrator, in its sole discretion,
shall determine from the group of eligible persons whether an individual shall
be a Participant under the Plan.  Any
grant made under the Plan shall be made in the sole discretion of the
Administrator and no prior grant shall entitle a person to any future
grant.  Nothing in the Plan or any
Restricted Stock Unit grant will be construed as giving any person the right to
continued employment or service with the Group, or any rights as a shareholder
except as to shares of Stock actually issued under the Plan.  In no event shall the Plan, or any grant made
under the Plan, form a part of an employees or consultants contract of
employment or service, if any.  The loss
of existing or potential profit in Restricted Stock Units will not constitute
an element of damages in the event of termination of employment or service for
any reason, even if the termination is in violation of an obligation of the
Group to the Participant.  10.  Acceptance.  Failure of the Participant to accept the
terms and conditions of this Restricted  2


Stock
Unit in accordance with the requirements of the Administrator can result in
adverse consequences to the Participant, including cancellation of the
Restricted Stock Unit.  ACKNOWLEDGED
  AND AGREED:Participant
  SignatureParticipant
  Name (Print)Date  3