**Exhibit 10.2**

**GENZYMECORPORATION**

**2004 EQUITY INCENTIVE PLAN**

# **1.****              PURPOSE**

The2004 Equity Incentive Plan (the “Plan”) has been established to promote theinterests of the Company and its shareholders by strengthening the Company’sability to attract, motivate, and retain key employees and consultants of theCompany and its Affiliates upon whose judgment, initiative, and efforts thefinancial success and growth of the business of the Company largelydepend.  The Plan is intended to providean additional incentive for such individuals through stock ownership and otherrights that promote and recognize the financial success and growth of theCompany and create value for shareholders. Certain capitalized terms used herein and certain operating rulesrelated thereto are defined and set forth in Section 10 below.

ThePlan provides for the grant of Stock Options, including ISOs and NSOs,Restricted Stock, and Restricted Stock Units (each an “Award”).

ThePlan shall become effective upon shareholder approval (the “Effective Date”)and unless earlier terminated pursuant to Section 8, shall terminate ten yearsfrom the Effective Date.  After the Planis terminated, no new Awards may be granted, but Awards previously grantedshall remain outstanding in accordance with their terms and conditions and thePlan’s terms and conditions applicable thereto.

ThePlan constitutes a merger and restatement of the Company’s 1997 EquityIncentive Plan (the “Prior Plan”) and supersedes the Prior Plan, the separateexistence of which shall terminate on the Effective Date.  The rights and privileges of holders of Awardsoutstanding under the Prior Plan shall not be adversely affected by theforegoing action.

# **2.****              ADMINISTRATION**

TheCompensation Committee shall be the Administrator of the Plan except ashereinafter provided.  The CompensationCommittee may delegate to one or more of its members such of its duties, powersand responsibilities as it may determine. To the extent determined by the Compensation Committee and permitted byapplicable law, the Compensation Committee may also (i) delegate to one or moreexecutive officers of the Company the power to grant Awards to, or allocate Awardsamong, Participants who are not Reporting Persons or Covered Employees and tomake such determinations under the Plan with respect thereto as theCompensation Committee determines; and (ii) authorize any such executive officerto further delegate to an Employee or another executive officer temporaryauthority to grant or allocate Awards when the executive officer isunavailable.  The Compensation Committeemay also delegate to such Employees or other persons as it determines suchministerial tasks as it deems appropriate. In the event of any delegation described in this paragraph, the term “Administrator”shall include the person or persons so delegated to the extent of suchdelegation.

## TheAdministrator has discretionary authority, subject only to the expressprovisions of the Plan, to interpret the Plan; determine eligibility for andgrant Awards; select the Participants to receive Awards and determine, modifyor waive the terms and conditions of any Award; prescribe forms, rules andprocedures; and otherwise do all things necessary to carry out the purposes ofthe Plan.  The terms of each Award grantneed not be identical, and the Administrator need not treat Participantsuniformly.  Except as otherwise providedby the Plan or a particular Award, any determination with respect to an Awardmay be made by the Administrator at the time of grant or at any time thereafter.  In the case of any Award intended to beeligible for the performance-based compensation exception under Section 162(m),the Administrator will exercise its discretion consistent with qualifying the Awardfor that exception.  Determinations madeby the

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## Administrator shall be final and binding uponParticipants, the Company, and all other interested parties.

# **3.****              STOCKAVAILABLE FOR GRANT; LIMITS**

## (a)  **Numberof Shares**.  Subject toadjustment as provided under Section 6, the maximum number of shares availablefor issuance to Participants under the Plan shall be 39,600,000 shares.  Subject to such overall maximum, up to 39,600,000shares of Stock may be issued upon the exercise of ISOs; up to 39,600,000 sharesof Stock may be issued upon exercise of NSOs; and up to 3,200,000 shares of Stockmay be issued for grants of Restricted Stock or Restricted Stock Units.  Stock delivered by the Company under the Planmay be authorized but unissued Stock or previously issued Stock acquired by theCompany.  No fractional shares of Stockwill be delivered under the Plan.  To theextent consistent with the requirements of Section 422 of the Code, and withother applicable legal requirements (including applicable NASDAQ or stockexchange requirements), Stock issued under option grants, restricted stockgrants, or restricted stock unit grants of an acquired company that are assumedin connection with the acquisition, or under Stock Options, Restricted Stock,or Restricted Stock Units issued in substitution for options, restricted stock,or restricted stock units of an acquired-company, shall not reduce the numberof shares available for issuance under the Plan.

## (b)  **Section162(m) Limits**.  Themaximum number of shares of Stock for which Stock Options may be granted to anyperson in any calendar year will be 2,000,000.

# **4.****              ELIGIBILITYAND PARTICIPATION**

# All employees and consultants of the Company or anyAffiliate capable of contributing significantly to the successful performanceof the Company, other than a person who has irrevocably elected not beeligible, are eligible to be Participants in the Plan.  Eligibility for ISOs is limited to employeesof the Company or of a “parent corporation” or “subsidiary corporation” of theCompany as those terms are defined in Section 424 of the Code.  The Administrator, in its sole discretion,shall determine from the group of eligible persons whether an individual shallbe a Participant under the Plan.  Anygrant made under the Plan shall be made in the sole discretion of theAdministrator and no prior grant shall entitle a person to any future grant.

# **5.****              RULESAPPLICABLE TO AWARDS**

(a)**   Documentation**.  Each Award granted under the Plan shall beevidenced by a writing specifying the terms and conditions thereof andcontaining such other terms and conditions not inconsistent with the provisionsof the Plan as the Administrator considers necessary or advisable to achievethe purposes of the Plan or to comply with applicable tax and regulatory lawsand accounting principles.

(b)   **Transferability**.  In the discretion of the Administrator, any Awardmay be made transferable upon such terms and conditions and to such extent asthe Administrator determines, provided that ISOs may not be transferred otherthan by will or by the laws of descent and distribution.  Any non-transferable Stock Option requiringexercise, including any ISO, may be exercised only by the Participant duringthe Participant’s lifetime.  TheAdministrator may in its discretion, other than in the case of Stock Optionsintended to continue to qualify as ISOs, waive any restriction ontransferability.

(c)   **Vesting; Exercisability**.   The Administrator shall determine the timeor times at which an Award will vest or become exercisable and the terms onwhich a Stock Option will remain exercisable during or following termination ofEmployment and the payment terms of any Restricted Stock Unit.  Without limiting the foregoing, theAdministrator may at any time

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accelerate thevesting or exercisability of, or payment under, an Award, regardless of anyadverse or potentially adverse tax consequences resulting from suchacceleration; provided, that the Administrator’s discretion shall not beexercised, in the case of an Award providing for “nonqualified deferredcompensation” subject to Section 409A, in a manner inconsistent with therequirements of Section 409A.

(d)   **Taxes**.  The Participant shall pay to the Company, ormake provision satisfactory to the Administrator for payment of, any taxesrequired by law to be withheld in respect of the grant, vesting or exercise ofany Award or the delivery of stock or other property under any Award, in eachcase no later than the date of the event creating the tax liability.  The Company and its Affiliates may, to theextent permitted by law, deduct any such tax obligations from any payment ofany kind due to the Participant hereunder or otherwise.

(e)   **Dividend Equivalents, Etc**.  The Administrator may provide for the paymentof amounts in lieu of cash dividends or other cash distributions with respectto Restricted Stock, Restricted Stock Units, or Stock subject to a StockOption.  Any such arrangement for thepayment of amounts in lieu of dividends or other distributions shall beestablished and administered consistent with exemption from, or compliance with,the requirements of Section 409A.

(f)    **Rights Limited**.  Nothing in the Plan will be construed asgiving any person the right to continued employment or service with the Companyor its Affiliates, or any rights as a shareholder except as to shares of Stockactually issued under the Plan.  In noevent shall the Plan, or any grant made under the Plan, form a part of anemployee’s or consultant’s contract of employment or service, if any.  The loss of existing or potential profit in anyAward will not constitute an element of damages in the event of termination ofemployment or service for any reason, even if the termination is in violationof an obligation of the Company or Affiliate to the Participant.

(g)   **Non-U.S. Awards**. Awards may be granted under the Plan toany eligible person regardless of the jurisdiction in which he or she works orresides.  In order to comply with thelaws in other countries in which the Company operates, the Administrator, inits sole discretion, shall have the power and authority to:

#### (i)  Establish one or moreseparate sub-plans or programs under the Plan for the grant of Awards toeligible persons in a specified jurisdiction or jurisdictions;

#### (ii)  Include in any suchsub-plan or program such special rules as it determines to be necessary oradvisable; and

#### (iii)  Take any action, before orafter an Award grant is made, that it deems advisable to obtain approval orcomply with any necessary local government regulatory exemptions or approvals.

### Notwithstanding the above, the Administratormay not take any actions hereunder, and no Award shall be granted, that wouldviolate applicable law.

(h)   **Exercise Price of StockOption**.  The exerciseprice of a Stock Option will not be less than 100% of the Fair Market Value ofthe Stock on the date of grant.  Oncegranted, no Stock Option may be repriced (as that term is used under applicableNASDAQ or stock exchange rules) without shareholder approval.

(i)    **Time and Manner ofExercise of Stock Option**. Unless the Administrator expressly provides otherwise, a StockOption will not be deemed to have been exercised until the Company receives anotice of exercise (in a form acceptable to the Administrator) signed by theappropriate person and accompanied by payment of the exercise price.  If the Stock Option is exercised by anyperson other than the Participant, the Administrator may require satisfactoryevidence that

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the personexercising the Stock Option has the right to do so.  All Stock Options granted pursuant to thePlan shall terminate if not exercised within ten years of the date of grant, orsuch earlier date as the Administrator may determine.

(j)    **Payment of Stock Option**.  No shares shall be delivered pursuant to anyexercise of a Stock Option until payment in full of the exercise price thereforis received by the Company.  Such paymentmay be made in whole or in part in cash or, to the extent permitted by theAdministrator at or after the grant of the Stock Option, in shares of Stockowned by the Participant (which shares must be owned for at least six months)valued at their Fair Market Value on the date of delivery, or such other lawfulconsideration, including use of a broker-assisted exercise program or similarprogram, as the Administrator may determine. The delivery of shares in payment of the exercise price may beaccomplished either by actual delivery or by constructive delivery throughattestation of ownership, subject to such rules as the Administrator mayprescribe.

(k)   **Grants of Restricted Stockand Restricted Stock Units**. Grants of Restricted Stock andRestricted Stock Units may be made in exchange for such lawful consideration,including services, as the Administrator determines.

(l)    **Compliance with Section409A**.  Awards under thePlan shall be construed and administered consistent with exemption from, orcompliance with, the requirements of Section 409A.  Notwithstanding any provision of Section 8 tothe contrary, the Administrator may amend the Plan and/or any Award to satisfythe requirements of Section 409A, including the requirements for exemption fromSection 409A.

# **6.****              EFFECTOF CERTAIN TRANSACTIONS**

(a)   **Covered Transactions**.  Except as otherwise provided under the termsof an Award grant, in the event of a Covered Transaction in which there is anacquiring or surviving entity, the Administrator may provide for the assumptionof some or all outstanding Awards, or for the grant of new awards insubstitution therefor, by the acquiror or survivor or an affiliate of theacquiror or survivor, in each case on such terms and subject to such conditionsas the Administrator determines.  In theabsence of such an assumption or if there is no substitution, except asotherwise provided in the Award, each Stock Option will become fullyexercisable, and the delivery of shares of Stock issuable under eachoutstanding Restricted Stock Unit will be accelerated and such shares will beissued, prior to the Covered Transaction, in each case on a basis that givesthe holder of the Stock Option or the Restricted Stock Unit a reasonableopportunity, as determined by the Administrator, following exercise of theStock Option or the issuance of shares, as the case may be, to participate as ashareholder in the Covered Transaction, and the Stock Option will terminateupon consummation of the Covered Transaction. Any shares of Stock issued pursuant to the preceding sentence insatisfaction of a grant of Restricted Stock Units may, in the discretion of theAdministrator, contain such restrictions, if any, as the Administrator deemsappropriate to reflect any performance or other vesting condition to which the grantof Restricted Stock Units was subject. In the case of Restricted Stock, the Administrator may require that anyamounts delivered, exchanged or otherwise paid in respect of such Stock inconnection with the Covered Transaction be placed in escrow or otherwise madesubject to such restrictions as the Administrator deems appropriate to carryout the intent of the Plan.

Withoutlimiting the general scope of the Administrator’s discretionary authority underthe Plan, the Administrator may provide, as to some or all Awards, if any, thatin the event of a Change in Control of the Company, whether or not such Changein Control is also a Covered Transaction, the vesting and exercisability, ifapplicable, of, or the payment of benefits under, such Award will beaccelerated on such terms as the Administrator determines.

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(b)   **Distributions; Changes inCapital Stock; Basic Adjustment Provisions.** In the event of astock dividend, stock split (including reverse stock split) or combination ofshares, recapitalization or other change in the Company’s capital structure,the Administrator will make appropriate adjustments to the maximum number ofshares specified in Section 3(a) that may be delivered under the Plan, to themaximum number of shares specified in Section 3(a) that may be issued upon theexercise of ISOs, to the maximum number of shares specified in Section 3(a)that may be issued upon exercise of NSOs, and to the maximum share limitsdescribed in Section 3(b).  The Administratorwill also make appropriate adjustments to the number and kind of shares ofstock or securities subject to Awards then outstanding or subsequently granted,any exercise prices relating to Stock Options and any other provision of Awardsaffected by such change.

(c)   **Certain Other Adjustments.**  To the extent consistent with qualificationof ISOs under Section 422 of the Code, with the performance-based compensationrules of Section 162(m), where applicable, and with the requirements of(including the requirements for exemption under) Section 409A, theAdministrator may also make adjustments of the type above to take into accountdistributions to shareholders other than those provided for in Section 6(a), orany other event, if the Administrator determines that adjustments areappropriate to avoid distortion in the operation of the Plan and to preservethe value of Award grants made hereunder.

(d)   **Continuing Application ofPlan Terms.**  References inthe Plan to shares of Stock will be construed to include any stock orsecurities resulting from an adjustment pursuant to this Section 6.

# **7.****              LEGALCONDITIONS ON DELIVERY OF STOCK**

TheCompany will not be obligated to deliver any shares of Stock pursuant to thePlan or to remove any restriction from shares of Stock previously deliveredunder the Plan until: (i) the Company is satisfied that all legal matters inconnection with the issuance and delivery of such shares have been addressedand resolved; (ii) if the outstanding Stock is at the time of delivery listedon any stock exchange or national market system, the shares to be deliveredhave been listed or authorized to be listed on such exchange or system uponofficial notice of issuance; and (iii) all conditions of the grant have beensatisfied or waived.  If the sale ofStock has not been registered under the Securities Act of 1933, as amended, theCompany may require, as a condition to exercise of the Stock Option or receiptof the Restricted Stock or Restricted Stock Unit, such representations oragreements as counsel for the Company may consider appropriate to avoidviolation of such Act.  The Company mayrequire that certificates evidencing Stock issued under the Plan bear anappropriate legend reflecting any restriction on transfer applicable to such Stock.

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# **8.****              AMENDMENTAND TERMINATION**

TheAdministrator may at any time or times amend the Plan or any outstanding Awardfor any purpose which may at the time be permitted by law, and may at any timeterminate the Plan as to any future grants of Awards; *provided*,that except as otherwise expressly provided in the Plan the Administrator maynot, without the Participant’s consent, alter the terms of an Award so as toaffect adversely a Participant’s rights under the Award, unless theAdministrator expressly reserved the right to do so at the time of grant.  Amendments to the Plan shall be conditionedupon shareholder approval only to the extent, if any, such approval is requiredby law (including the Code and applicable NASDAQ or stock exchangerequirements), as determined by the Administrator.  Notwithstanding the foregoing, the Companyshall submit for shareholder approval any amendment to the Plan (other than anamendment or adjustment pursuant to Section 6) that would: (a) increase themaximum number of shares for which Stock Options, Restricted Stock, or RestrictedStock Units may be granted under the Plan; (b) reduce the price at which aStock Option may be granted below the price provided for in Section 5(h); (c)reduce the exercise price of outstanding Stock Options; or (d) increase the limitsset forth in Section 3.

# **9.****              OTHERCOMPENSATION ARRANGEMENTS**

Theexistence of the Plan or the grant of any Award will not in any way affect theCompany’s right to award a person bonuses or other compensation in addition togrants made under the Plan.

# **10.****       DEFINITIONS**

Thefollowing terms, when used in the Plan, will have the meanings and be subjectto the provisions set forth below:

**“Administrator”:**has the meaning set forth in Section 2.

**“Affiliate”: **Any corporation or otherentity owning, directly or indirectly, 50% or more of the outstanding Stock ofthe Company, or in which the Company or any such corporation or other entityowns, directly or indirectly, 50% of the outstanding capital stock (determinedby aggregate voting rights) or other voting interests.

**“Award”: **a Stock Option, RestrictedStock Unit, or award of Restricted Stock.

**“Board”: **The Board of Directors ofthe Company.

**“Changein Control”: **A changein ownership or control of the Company or a change in the ownership of asubstantial portion of the Company’s assets, determined in accordance with suchrules, if any, as may be established by the Administrator.

**“Code”: **The U.S. Internal RevenueCode of 1986 as from time to time amended and in effect, or any successorstatute as from time to time in effect.

**“CompensationCommittee”: **TheCompensation Committee of the Board.

**“Company”: **Genzyme Corporation.

**“CoveredEmployees”: **A “coveredemployee” within the meaning of Section 162(m).

**“CoveredTransaction”: **Any of(i) a consolidation, merger, or similar transaction or series of relatedtransactions  in which the Company is notthe surviving corporation or which results in the acquisition of all orsubstantially all of the Company’s then outstanding common stock by a singleperson or entity or by a group of persons and/or entities acting in concert,(ii) a sale or transfer of all or substantially all the Company’s assets, or(iii) a dissolution or liquidation of the Company.  Where a Covered Transaction involves a tenderoffer that is reasonably

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expected to befollowed by a merger described in clause (i) (as determined by theAdministrator), the Covered Transaction shall be deemed to have occurred uponconsummation of the tender offer.

**“Employee”: **Any person who is employedby the Company or an Affiliate.

**“Employment”: **A Participant’s employmentor other service relationship with the Company and its Affiliates.  Employment will be deemed to continue, unlessthe Administrator expressly provides otherwise, so long as the Participant isemployed by, or otherwise is providing services in a capacity described inSection 4 to the Company or its Affiliates.  If a Participant’s employment or other service relationship is with anAffiliate and that entity ceases to be an Affiliate, the Participant’sEmployment will be deemed to have terminated when the entity ceases to be anAffiliate unless the Participant transfers Employment to the Company or itsremaining Affiliates.

**“ExchangeAct”: **The SecuritiesExchange Act of 1934, as amended, as from time to time further amended and ineffect, or any successor statute as from time to time in effect.

**“FairMarket Value”: **Thefair market value as determined by the Compensation Committee in good faith, orin the manner established by the Compensation Committee in good faith, fromtime to time.

**“ISO”: **A Stock Option intended tobe an “incentive stock option” within the meaning of Section 422 of theCode.  Each option granted pursuant tothe Plan will be treated as providing by its terms that it is to be anon-incentive option unless, as of the date of grant, it is expresslydesignated as an ISO.

**“NSO”: **A Stock Option that is notan ISO.

**“Participant”: **A person who is granted an Awardunder the Plan.

**“Plan”: **The Genzyme Corporation 2004Equity Incentive Plan as from time to time amended and in effect.

**“ReportingPerson”: **A personsubject to the reporting requirements of Section 16 of the Exchange Act.

**“RestrictedStock”: **An award ofStock for so long as the Stock remains subject to restrictions requiring thatit be redelivered or offered for sale to the Company if specified performanceor other vesting conditions are not satisfied.

**“RestrictedStock Unit”: **Anunfunded and unsecured promise to deliver Stock in the future, subject to thesatisfaction of specified performance or other vesting conditions.

**“Section162(m)”: **Section162(m) of the Code.

**“Section409A”: **Section 409A ofthe Code.

**“Stock”: **Common Stock of theCompany, par value $.01 per share.

**“StockOption”: **An option entitlingthe recipient to acquire shares of Stock upon payment of the exercise price.

Adopted by Board of Directors February 26, 2004

Approved by Shareholders May 27, 2004

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Amended by Board of Directors May 27, 2004

Amended by Board of Directors October 7, 2004

Amended by Board of Directors March 14, 2005

Amended by Board of Directors May 26, 2005

Approved by Shareholders May 26, 2005

Amended by Board of Directors March 1, 2006

Approved by Shareholders May 25, 2006

Adopted by Board of Directors February 28, 2007

Approved by Shareholders May 24, 2007

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