Exhibit
10.2  FORM OF AMENDED AND RESTATED EXECUTIVE SEVERANCE
AGREEMENT  This Amended and Restated Executive Severance
Agreement (the Agreement), entered into effective as of December 31,
2007 between Genzyme Corporation, a Massachusetts corporation with its
principal executive offices at 500 Kendall Street, Cambridge, Massachusetts
02142, including its subsidiaries and affiliates (collectively, the Company),
and Name (the Executive) residing at Address, amends and restates in
its entirety the Executive Severance Agreement dated Date of Prior Agreement
between the Company and the Executive (the Prior Agreement).  The Compensation Committee (the Committee)
of the Board of Directors of Genzyme Corporation (the Board) has
determined that it is in the best interests of the Company and its stockholders
to ensure the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change in Control (as defined in Section
3(i) hereof) of Genzyme Corporation. The Committee believes it is imperative to
diminish the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change in Control,
to encourage the Executives full attention and dedication to the Company
currently and in the event of any threatened or pending Change in Control, and
to provide the Executive with severance benefits in certain circumstances after
a Change in Control that provide the Executive with individual financial
security and, in order to accomplish these objectives the Committee, pursuant
to the authority delegated to it by the Board, has caused the Company to enter
into this Agreement.  Accordingly,
the parties agree as follows:  1.Severance Benefits. In consideration of (i) the Executives
continued employment with the Company; and (ii) the Executives agreement set
forth in Section 3(iv) hereof, the Executive will be entitled to the benefits
provided under this Agreement after a Change in Control (as defined in Section
3(i) hereof) and under the circumstances described below.  2.Term of Agreement. This Agreement is effective as of the date
specified above and will continue in effect through December 31, 2008. Commencing
on December 31, 2008 and on each December 31 thereafter, the term of this
Agreement will be extended automatically for one additional year unless, not
later than September 30 of that year, the Company notifies the Executive that
it does not wish to extend this Agreement. The Company may not, however, notify
the Executive during the pendency of a Potential Change in Control that this
Agreement will not be renewed. Any references herein to the term of this
Agreement shall include both the initial term and any renewal terms. If a
Change in Control occurs during the term of this Agreement, this Agreement will
continue in effect for thirty-six (36) months after the month in which the
Change in Control occurred; provided that this Agreement shall terminate
automatically upon the Executives Date of Termination, subject to the last
sentence of Section 9 hereof.


3.Change in Control; Potential
Change in Control.  (i)  No benefits are payable under
this Agreement unless there shall have been a Change in Control of Genzyme
Corporation followed by a Separation from Service of the Executive as described
in Section 5(ii) hereof. For purposes of this Agreement, a Change in
Control means any of the following:  (A)  any person (as
defined below), other than Genzyme Corporation, any trustee or other fiduciary
holding securities under an employee benefit plan of Genzyme Corporation or a
corporation owned, directly or indirectly, by the stockholders of Genzyme
Corporation in substantially the same proportions as their ownership of stock
of Genzyme Corporation, is or becomes the beneficial owner (as defined
below), directly or indirectly, of securities of Genzyme Corporation
representing 50% or more of the combined voting power of Genzyme Corporations
then outstanding securities;  (B)  during any period
of twenty-four (24) consecutive months (not including any period prior to the
date of this Agreement), individuals who at the beginning of such period
constitute the Board and any new director (other than a director designated by
a person who has entered into an agreement with Genzyme Corporation to effect a
transaction described in paragraphs (A), (C) or (D) of this Section 3(i)) whose
election by the Board or nomination for election by the Board or by the
stockholders of Genzyme Corporation was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at the
beginning of such period or whose election or nomination for election was
previously so approved (such directors in office from time to time, the Continuing
Directors), cease for any reason to constitute a majority thereof;  (C)  there is
consummated a merger, share exchange or consolidation of Genzyme Corporation
with any other corporation or business entity or the sale or other disposition
of all or substantially all of Genzyme Corporations assets (each, a Business
Combination), other than (1) a Business Combination that would result in
the voting securities of Genzyme Corporation outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of another entity) beneficial ownership,
directly or indirectly, of a majority of the combined voting power of Genzyme
Corporation or the surviving entity (including any person that, as a result of
such transaction, owns all or substantially all of Genzyme Corporations assets
either directly or through one or more subsidiaries) outstanding immediately
after such Business Combination or (2) a merger, share exchange or
consolidation effected to implement a recapitalization of Genzyme Corporation
(or similar transaction) following which no person is or becomes the beneficial
owner of 50% or more of the combined voting power of Genzyme Corporations then
outstanding securities; or  (D)  the stockholders of
Genzyme Corporation approve a plan of complete liquidation of Genzyme
Corporation.  2


(ii) For purposes of this Agreement, a Potential
Change in Control shall be deemed to have occurred if:  (A)  Genzyme Corporation
enters into an agreement with any person, the consummation of which would
result in the occurrence of a Change in Control;  (B)  any person,
including Genzyme Corporation, publicly announces an intention to take or
consider taking actions which if consummated would constitute a Change in
Control, unless the Board adopts a resolution in good faith setting forth its
determination that such announcement is not sufficiently credible to constitute
a Potential Change in Control for purposes of this Agreement;  (C)  any person, other
than Genzyme Corporation, any trustee or other fiduciary holding securities
under an employee benefit plan of Genzyme Corporation or a corporation owned,
directly or indirectly, by the stockholders of Genzyme Corporation in
substantially the same proportions as their ownership of stock of Genzyme
Corporation (1) is or becomes the beneficial owner, (2) discloses directly or
indirectly to Genzyme Corporation or publicly a plan or intention to become the
beneficial owner, or (3) makes a filing under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, with respect to securities to become the
beneficial owner, directly or indirectly, of securities representing 50% or
more of the combined voting power of the outstanding voting securities of
Genzyme Corporation; or  (D)  the Board adopts a
resolution to the effect that, for purposes of this Agreement, a Potential
Change in Control of Genzyme Corporation has occurred.  (iii)
For purposes of this Section 3, person shall have the same meaning as
when used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the Exchange Act), and beneficial owner shall
have the same meaning as when used in Rule 13d-3 under the Exchange Act.  (iv)
The Executive agrees that, subject to the terms and conditions of this
Agreement, in the event of a Potential Change in Control, he or she will remain
in the employ of the Company until at least the earliest of (A) a date which is
one (1) year after the occurrence of such Potential Change in Control, (B) the
termination of the Executives employment by reason of death, (C) the date of
the occurrence of a Change in Control, or (D) the determination in good faith
by the Board that the event creating the Potential Change in Control has ceased
to exist.  4.Separation from Service Following
Change in Control.  (i)
In General. If any of the events described in Section 3(i) constituting a
Change in Control occur during the Executives employment with the Company and
while this Agreement is in effect, the Executive will be entitled to the
benefits provided in Section 5(ii) upon a Separation from Service (as defined
below) of the Executive during the term of this Agreement (A) by the Company
without  3


Cause,
or (B) by the Executive for Good Reason. For the avoidance of doubt, if the
Executive experiences a Separation from Service because it is reasonably
anticipated that the Executive will no longer perform services for the Company
or that the level of bona fide services performed by the Executive for the
Company will permanently decrease to less than 20% of the average level of bona
fide services performed over the 36-month period (or the full period of
services of the Executive if employed less than 36 months) immediately before
that date, the Executive shall not be entitled to the benefits provided in
Section 5(ii) upon that, or a subsequent, Separation from Service, unless such
reasonable anticipation is caused by actions of the Company giving the
Executive the right to provide notice of a Separation from Service for Good
Reason, as defined in Section 4(iii).  (ii)
Cause. Separation from Service for Cause shall mean Separation
from Service upon (A) the willful and continued failure by the Executive to
substantially perform his or her duties with the Company (other than any such
failure resulting from his or her incapacity due to physical or mental illness
or any such actual or anticipated failure after the issuance of a Notice of
Termination by him or her for Good Reason (as defined below)) after a written
demand for substantial performance is delivered to the Executive by the Board,
which demand specifically identifies the manner in which the Board believes
that he or she has not substantially performed his or her duties, or (B) the
willful engaging by the Executive in conduct which is demonstrably and
materially injurious to the Company, monetarily or otherwise. For purposes of
this Section, no act, or failure to act, on the Executives part shall be
deemed willful unless done, or omitted to be done, by him or her not in good
faith and without reasonable belief that his or her action or omission was in
the best interest of the Company. Notwithstanding the foregoing, the Executive
shall not be deemed to have been terminated for Cause unless and until there
shall have been delivered to him or her a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters (3/4) of the entire
membership of the Board at a meeting of the Board called and held for such
purpose (after reasonable notice to the Executive and an opportunity for him,
together with his or her counsel, to be heard before the Board), finding that
in the good faith opinion of the Board the Executive was guilty of conduct set
forth above in this Section and specifying the particulars thereof in detail.  (iii)
Good Reason. For purposes of this Agreement, Separation from Service for
Good Reason shall have the same meaning as the safe harbor set forth in Section
409 of the Internal Revenue Code of 1986, as amended (the Code), and the
Treasury regulations §1.409A-1(n)(2). Any amendments or revisions made to such
safe harbor by the Internal Revenue Service (IRS) and any interpretations of
such safe harbor announced by the IRS after the effective date of this Amended
and Restated Agreement shall automatically be incorporated herein at the time
such amendments, revisions or interpretations become effective. As of the
effective date of this Amended and Restated Agreement, the safe harbor
Separation from Service for Good Reason means Separation from Service during
the two (2) year period following a Change in Control and the initial existence
of one or more of the following conditions arising without the Executives
consent:  (1)a material diminution in the Executives annual
base compensation;  4


(2)a material diminution in the Executives
authority, duties, or responsibilities;  (3)a material diminution in the authority, duties, or responsibilities of
the Executives supervisor to whom the Executive is required to report;  (4)a material change in the budget over which the Executive retains
authority;  (5)a material change in the geographic location where the Executive is
required to perform services for the Company, from the Companys offices at
which he or she was principally employed except for required travel on the
Companys business to an extent substantially consistent with his or her
present business travel obligations;  (6)any other action or inaction that constitutes a
material breach by the Company of this Agreement.  In
all instances described above, the Executive must give the Company notice of
the existence of the material diminution, change or breach described above
within 90 days after the initial existence of the material diminution, change
or breach, and the Company will have 30 days to remedy the material diminution,
change or breach. A Separation from Service for Good Reason does not occur if
the material diminution, change or breach is remedied. If the Company does not
remedy the material diminution, change or breach, the Separation from Service
for Good Reason shall occur on the 31st day after receiving notice
from the Executive.  (iv)
Notice of Termination. Any purported termination of the Executives
employment by the Company or by the Executive following a Change in Control or
while a Potential Change in Control is pending, shall be communicated by
written Notice of Termination to the other party hereto in accordance with
Sections 4 and 8 hereof. A Notice of Termination means a notice
indicating the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executives employment under the
provision so indicated.  (v)
Date of Termination, Etc. Date of Termination means if the
Executives employment is terminated pursuant to Section 4(ii) or (iii) above,
the date specified in the Notice of Termination shall not be less than thirty
(30) days nor more than sixty (60) days from the date such Notice of
Termination is given; provided that if within fifteen (15) days after any
Notice of Termination is given, or, if later, prior to the Date of Termination
(as determined without regard to this proviso), the party receiving such Notice
of Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination shall be the date on which the dispute is
finally determined, either by mutual written agreement of the parties or by a
binding arbitration award; and provided further that the Date of Termination
shall be extended by a notice of dispute only if such notice is given in good faith
and the party giving such notice pursues the resolution of such dispute with
reasonable diligence. Notwithstanding the foregoing sentence, if the Executive
is entitled to the benefits provided in Section 5(ii) upon a Separation of
Service, such benefits will be paid to the Executive no later than March 15th
of the calendar year following the calendar year in which such Notice of  5


Termination
is given. During the pendency of any such dispute, (1) the Executive shall not
be required to report for work or otherwise continue to perform his or her
duties with the Company and (2) the Company will continue to pay to the
Executive his or her full compensation in effect when the notice giving rise to
the dispute was given (including, but not limited to, base salary) and, to the
extent permissible by law, continue the Executive and his or her dependents as
a participant in all compensation, benefit and insurance plans in which he or
she or they were participating when the notice giving rise to the dispute was
given, until the dispute is finally resolved in accordance with this Section
4(v). Amounts paid under this Section 4(v) are in addition to all other amounts
due under this Agreement and shall not reduce any other amounts due under this
Agreement.  (vi)
Separation from Service. For purposes of this Agreement, Separation
from Service shall have the same meaning as the definition set forth in
Section 409 of the Code, and the Treasury regulations §1.409A-1(h)(1)(i). Any
amendments or revisions made to such definition by the IRS and any
interpretations of such definition announced by the IRS after the effective
date of this Amended and Restated Agreement shall automatically be incorporated
herein at the time such amendments, revisions or interpretations become
effective. Separation from Service means, regardless of the Date of
Termination, the date on which the Executive retires, dies, or otherwise has a
termination of employment with the Company, including the date it is reasonably
anticipated that the Executive will no longer perform services for the Company
or that the level of bona fide services performed by the Executive for the
Company will permanently decrease to less than 20% of the average level of bona
fide services performed over the 36-month period (or the full period of
services of the Executive if employed less than 36 months) immediately before
that date. But if the Executive has a bona fide leave of absence such that
there is a reasonable expectation that the Executive will return to perform
services for the Company, Separation of Service will occur on the first day
following a six-month leave period unless the Executive retains the right to
return to employment with the Company by statute or contract. Notwithstanding
the foregoing sentence, for a leave of absence due to any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of six months or
longer, Separation from Service will occur on the first day following the
29-month period of leave if the impairment causes the Executive to be unable to
perform the duties of his or her position or any substantially similar
position.  5.Compensation Upon Separation from Service
Following a Change in Control.
The Executive will be entitled to the following benefits after a Change in
Control under the circumstances described in this Section. To the extent that
any of these benefits are subject to Section 409A of the Code and the Treasury
regulations thereunder (Treas. Reg.) and the Executive is a specified
employee pursuant to Treas. Reg. §1.409A-1(i) at Separation from Service (as
defined in Section 4(vi)), such benefits will not be paid to the Executive
before the six-month period that immediately follows the Executives Separation
from Service. Any such suspended benefits will be paid immediately after the
expiration of such six month period in a lump sum.  (i)
Voluntary Separation from Service, Involuntary Separation from Service for
Cause, or Death. If the Executive experiences a Separation from Service by
death, by the Company  6


for
Cause or by the Executive other than for Good Reason, the Company shall pay him
or her, within 60 days after Separation from Service, his or her full base
salary through the Separation from Service at the rate in effect at the time
Notice of Termination is given, plus all other amounts to which he or she is
entitled under any compensation or benefit plan of the Company at the time such
payments are due, and the Company shall have no further obligations to the
Executive under this Agreement.  (ii)
Good Reason Separation from Service, Involuntary Separation from Service
Other Than for Cause. If the Executive experiences a Separation from
Service after a Change in Control (a) by the Company without Cause, or (b) by
the Executive for Good Reason, then he or she will be entitled to the benefits
described below:  (A) the Company shall pay the
Executive, within 60 days after Separation from Service, his or her full base
salary through the Separation from Service at the rate in effect at the time
Notice of Termination is given, plus all other amounts to which he or she is
entitled under any compensation or benefit plan of the Company, at the time
such payments are due, except as otherwise provided below;  (B) in lieu of any further salary
payments to the Executive for periods subsequent to the Separation from
Service, the Company shall pay, not later than March 15 of the calendar year following
the calendar year in which Separation from Service occurs, as severance pay to
the Executive a lump sum severance payment (together with the payments provided
in paragraphs (D), (E), and (F) below, the Severance Payments) equal
to two (2) times the sum of (1) the greater of (a) his or her annual rate of
base salary in effect on the Separation from Service or (b) his or her annual
rate of base salary in effect immediately prior to the Change in Control and
(2) the greatest of (a) the average of the last two annual bonuses (annualized
in the case of any bonus paid with respect to a partial year) paid to him or
her preceding the Separation from Service, (b) the average of the last two
annual bonuses (annualized in the case of any bonus paid with respect to a
partial year) paid to him or her preceding the Change in Control, (c) the most
recent annual bonus (annualized in the case of any bonus paid with respect to a
partial year) paid to him or her preceding the Separation from Service, or (d)
the most recent annual bonus (annualized in the case of any bonus paid with
respect to a partial year) paid to him or her preceding the Change in Control;  (C) the Company shall also pay to the Executive, within thirty (30) days
after any such fees or expenses are incurred and substantiated to the Company,
all legal fees and expenses incurred by him or her as a result of or in
connection with termination of employment, including all such fees and
expenses, if any, incurred in contesting or disputing the termination or in
seeking to obtain or enforce any right or benefit provided by this Agreement
(other than any such fees or expenses incurred in connection with any such
claim which is determined by arbitration, in accordance with Section 12 of this
Agreement, to be frivolous) or in connection with any tax audit or proceeding
to the extent attributable to the application of Sections 4999 and 409A of the
Code, to any payment or benefit provided hereunder, provided that such fees and
expenses incurred and reimbursed in one calendar year will not impact fees or
expenses eligible  7


for
reimbursement in another calendar year;  (D) for a twenty-four (24) month
period after Separation from Service, the Company shall arrange to provide, at
its cost, the Executive and his or her dependents with life, disability,
accident and health insurance benefits substantially similar to those which he
or she and they are receiving immediately before the Separation from Service. Benefits
otherwise receivable by the Executive pursuant to this Section 5(ii)(D) shall
be reduced to the extent comparable benefits are actually received by him or
her from a subsequent employer during the twenty-four (24) month period following
his or her Separation from Service, and any such benefits actually received by
him or her shall be reported to the Company;  (E) in addition to the retirement
benefits to which the Executive is entitled under the provisions of the Companys
defined benefit plans (the Benefit Plans), any supplemental defined
benefit retirement or excess defined benefit plan maintained by the Company or
any of its subsidiaries or any successor plans thereto (hereinafter
collectively referred to as the Pension Plans), the Company shall pay
the Executive, not later than March 15 of the calendar year after Separation
from Service, in cash a lump sum equal to the excess of (a) the actuarial
equivalent of the retirement pension (taking into account any early retirement
subsidies associated therewith and determined as a straight life annuity
commencing at age sixty-five (65) or any earlier date, but in no event earlier
than the second anniversary of the Separation from Service, whichever annuity
the actuarial equivalent of which is greatest) which the Executive would have
accrued under the terms of the Pension Plans (without regard to the limitations
imposed by Section 401(a)(17) of the Code, any temporary freeze on benefit
accruals under the Pension Plans pursuant to Internal Revenue Service Notice
88-131 or any amendment to the Pension Plans made subsequent to a Change in
Control and on or prior to the Separation from Service, which amendment
adversely affects in any manner the computation of retirement benefits thereunder),
determined as if the Executive was fully vested thereunder and had continued to
be employed by the Company (after the Separation from Service) for twenty-four
(24) additional months and as if he or she had accumulated twenty-four (24)
additional months of compensation (for purposes of determining his or her
pension benefits thereunder), each in an amount equal to the sum of the amounts
determined under clauses (1) and (2) of Section 5(ii)(B) hereof over (b) the
actuarial equivalent of the vested retirement pension (taking into account any
early retirement subsidies associated therewith and determined as a straight
life annuity commencing at age sixty-five (65) or any earlier date, but in no
event earlier than the Separation from Service, whichever annuity the actuarial
equivalent of which is greatest) which the Executive had then accrued pursuant
to the provisions of the Pension Plans. For purposes of this Section, actuarial
equivalent shall be determined using the same actuarial assumptions utilized
in determining the amount of alternate forms of benefits under the Benefit
Plans immediately prior to the Change in Control;  (F) should the Executive move his
or her residence in order to pursue other business opportunities within one (1)
year after the Separation from Service, the Company shall pay him or her,
within thirty (30) days after such expenses are incurred  8


and substantiated to the Company, an amount equal to the reasonable
expenses incurred by him or her in connection with such relocation (including
expenses incurred in selling his or her home to the extent such expenses were
customarily reimbursed by the Company to transferred executives prior to the
Change in Control) and which are not reimbursed by another employer; and  (G)
the Company shall pay, within thirty (30) days after such fees and expenses are
incurred and substantiated to the Company, all fees and expenses of any
executive recruiting, counseling or placement firm selected by the Executive
for the purpose of seeking new employment within one (1) year of the Separation
from Service, provided that such cost shall not exceed $30,000.00.  (iv)
Amounts payable to the Executive shall be reduced as set forth below.  (A)
For purposes of this Section 5(iv), (1) Payment shall mean any Payment
or distribution in the nature of compensation to or for the benefit of the
Executive, whether paid or payable pursuant to this Agreement or otherwise; (2)
Agreement Payment shall mean a Payment paid or payable pursuant to
this Agreement (disregarding this Section 5(iv)); (3) Net After Tax Receipt
shall mean the Present Value of a Payment net of all taxes imposed on the
Executive with respect thereto under Sections 1 and 4999 of the Code,
determined by applying the highest marginal rate under Section 1 of the Code
which applied to the Executives taxable income for the immediately preceding
taxable year; (4) Present Value shall mean such value determined in
accordance with Section 280G(d)(4) of the Code; and (5) Reduced Amount
shall mean the smallest aggregate amount of Payments which (a) is less than the
sum of all Payments and (b) results in aggregate Net After Tax Receipts which
are equal to or greater than the Net After Tax Receipts which would result if
the aggregate Payments were any other amount less than the sum of all Payments.  (B) Anything in this Agreement to the contrary
notwithstanding, in the event PricewaterhouseCoopers LLP or a successor
accounting firm of national reputation (the Accounting Firm) shall
determine the receipt of all Payments would subject the Executive to tax under
Section 4999 of the Code, it shall determine whether some amount of Payments
would meet the definition of a Reduced Amount.  If the Accounting Firm determines that there
is a Reduced Amount, the aggregate Agreement Payments shall be reduced to such
Reduced Amount; provided, however, that if the Reduced Amount exceeds the
aggregate Agreement Payments, the aggregate Payments shall, after the reduction
of all Agreement Payments, be reduced (but not below zero) in the amount of
such excess.  (C) If the Accounting Firm determines that
aggregate Agreement Payments or Payments, as the case may be, should be reduced
to the Reduced Amount, the Company will promptly notify the Executive and
provide a copy of the detailed calculation. In determining the Reduced Amount,
the Company will reduce or eliminate the Agreement Payment or Payments in the
following order:  (1)           the
portion denominated and payable in cash (other than 24(c) Payments), such as
Severance Payments;  9


(2)           the
portion payable in-kind, such as insurance coverage, or in cash as a
reimbursement, such as for outplacement, legal fees, or moving expenses (other
than 24(c) Payments); and  (3)           by
reducing or eliminating 24(c) Payments, such as equity-based compensation and
enhancements under any Pension Plans.  The Company has full discretionary authority to
determine which payments to reduce within each of the three categories
described in the preceding sentence. The Company cannot, however, reduce
payments in the second or third category unless all Payments in the preceding
category have been eliminated. A 24(c) Payment is any Agreement Payment or
Payments that are permitted to be valued under Treasury Regulation Section
1.280G-1, Q/A-24(c), or any successor provision. All determinations made by the
Accounting Firm under this Section 5(iv) shall be binding upon the Company and
the Executive, and shall be made within sixty (60) days after Separation from
Service. As promptly as practicable following such determination and subject to
the payment provisions applicable to all benefits payable under this Agreement,
the Company shall pay to or distribute for the benefit of the Executive such
Payments as are then due to the Executive under this Agreement and shall
promptly pay to or distribute for the benefit of the Executive in the future
such Payments as become due to the Executive under this Agreement.  (D)
While it is the intention of the Company and the Executive to reduce the
amounts payable or distributable to the Executive hereunder only if the
aggregate Net After Tax Receipts to the Executive would thereby be increased,
as a result of the uncertainty in the application of Section 4999 of the Code
at the time of the initial determination by the Accounting Firm hereunder, it
is possible that amounts will have been paid or distributed by the Company to
or for the benefit of the Executive pursuant to this Agreement which should not
have been so paid or distributed (OverPayment) or that additional
amounts which will have not been paid or distributed by the Company to or for
the benefit of the Executive pursuant to this Agreement could have been so paid
or distributed (UnderPayment), in each case, consistent with the
calculation of the Reduced Amount hereunder. In the event that the Accounting
Firm, based either upon the assertion of a deficiency by the Internal Revenue
Service against the Company or the Executive which the Accounting Firm believes
has a high probability of success or controlling precedent or other substantial
authority, determines that an OverPayment has been made, any such OverPayment
paid or distributed by the Company to or for the benefit of the Executive shall
be treated for all purposes as a loan ab  initio to the Executive
which the Executive shall repay to the Company (together with interest at the
rate provided for in Section 1274(b)(2)(B) of the Code); provided, however,
that no such loan shall be deemed to have been made and no amount shall be
payable by the Executive to the Company if and to the extent such deemed loan
and Payment would not either reduce the amount on which the Executive is
subject to tax under Section 1 and Section 4999 of the Code or generate a
refund of such taxes. In the event that the Accounting Firm, based upon
controlling precedent or other substantial authority, determines that an
UnderPayment has occurred, any such UnderPayment shall be promptly paid
(subject to the payment provisions applicable to all benefits payable under
this Agreement) by the Company to or for the benefit  10


of
the Executive (together with interest at the rate provided for in Section
1274(b)(2)(B) of the Code).  (v) The Executive shall not be required to
mitigate the amount of any payment provided for in this Section 5 by seeking
other employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 5 be reduced by any compensation earned by the
Executive as the result of employment by another employer, by retirement
benefits or otherwise, except to the extent expressly so provided.  6.Non-Compete
and Non-Solicitation.  (i) The Executive acknowledges
and agrees that the Company Agreement last executed by the Executive (the Non-Compete
Agreement) remains in full force and effect in accordance with its terms. The
Executive further acknowledges and agrees that the restrictions set forth in
the Non-Compete Agreement shall apply and be binding regardless of any changes
in the Executives position, duties, geographic location, responsibilities or
compensation during the Executives employment with the Company.  (ii) By accepting this
Agreement, the Executive consents to a deduction from any amounts the Company
owes the Executive from time to time (including amounts owed to the Executive
under this Agreement and any amounts owed to Executive as wages or other
compensation, fringe benefits, or vacation pay) any amounts the Executive owes
the Company as a result of a monetary award or settlement in favor of the
Company arising out of Executives breach of the Non-Compete Agreement. Any
deductions will be on an after-tax basis. Whether or not amounts are deducted,
if the Company does not recover by means of deduction the full amount the
Executive owes it, the Executive agrees to pay immediately the unpaid balance
to the Company.  7.Successors;
Binding Agreement.  (i)
Any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of the
Company must expressly assume and agree to perform this Agreement in the same
manner and to the same extent required if no succession had taken place. As
used in this Agreement, Company shall mean the Company as defined
above and any successor to its business or assets as aforesaid which assumes
and agrees to perform this Agreement by operation of law, or otherwise.  (ii)
This Agreement shall inure to the benefit of and be enforceable by the
Executives personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive should
die while any amount would still be payable to him or her hereunder if he or
she had continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to his or her
devisee, legatee or other designee or, if there is no such designee, to his or
her estate.  8.Notice. Notices and all other communications provided for in
the Agreement must be in writing and shall be delivered (a) in person, (b) by
electronic mail, (c) by an  11


overnight delivery or courier service, or (d) by United
States registered or certified mail, return receipt requested, postage prepaid,
in each case addressed to the respective addresses on the first page of this
Agreement. Notice shall be effective upon receipt if delivered in person, upon
the senders notification of read receipt email tracking confirmation if by
electronic mail, the first business day after delivery if delivered by
overnight delivery or courier service, or three (3) business days after mailing
if sent by certified or registered mail. Notwithstanding the foregoing
sentence, the Company may not, however, notify the Executive that this
Agreement will not be renewed by electronic mail. All notices to the Company
must be directed to the attention of the Board with a copy to the Secretary of
Genzyme Corporation, or to such other address as either party has furnished to
the other in writing in accordance with this Agreement. Any notice of change of
address will be effective only upon receipt.  9.Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and the officer specifically
designated by the Board or the Committee. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
will be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. Neither party has made any
agreements or representations, oral or otherwise, express or implied,
concerning the subject matter of this Agreement that are not expressly provided
in this Agreement. The validity, interpretation, construction and performance
of this Agreement is governed by the laws of the Commonwealth of Massachusetts,
without giving effect to the conflicts of law principles thereof. All
references to sections of the Exchange Act, the Code, or the Treas. Regs shall
be deemed also to refer to any successor provisions to such sections. Any
payments under this Agreement will be paid net of any applicable tax
withholding required under federal, state or local law. Sections 5 through 13
of this Agreement will survive the expiration or termination (for any reason)
of the term of this Agreement and the termination (for any reason) of the
Executives employment with the Company and will survive for as long as
necessary for any applicable obligations thereunder to be satisfied.  10.Validity. The invalidity or unenforceability or any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.  11.Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.  12.Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration
conducted before a panel of three arbitrators in the Commonwealth of
Massachusetts in accordance with the Employment Dispute Resolution rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrators award in any court having jurisdiction. Notwithstanding the
foregoing, the Executive shall be entitled to seek specific performance of his
or her right to be  12


paid
until the Separation from Service during the pendency of any dispute or
controversy arising under or in connection with this Agreement.  13.Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto in respect of the subject matter contained
herein and supersedes the provisions of all prior agreements (including but not
limited to the Prior Agreement, which is of no further force and effect;
provided that the Non-Compete Agreement shall remain in full force and effect
in accordance with Section 6 hereof), promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto with respect to the
subject matter hereof.  14.Effective
Date. This Agreement is
effective as of the date first set forth above.  IN WITNESS
WHEREOF, the Company,
pursuant to due authorization by its Board of Directors, and the Executive have
caused this Agreement to be duly executed under seal as of the date first
written above.  GENZYME
  CORPORATIONBy:EXECUTIVEBy:  13