Exhibit
10.8  GENZYME CORPORATION  2007 Director Equity Plan  1.General;
Purpose.  This
2007 Director Equity Plan dated February , 2007 (the Plan) governs (1)
options to purchase common stock, $0.01 par value (the Stock), of Genzyme
Corporation (the Company), (2) awards of Stock for so long as the Stock
remains subject to restrictions requiring that it be redelivered or offered for
sale to the Company if specified performance or other vesting conditions are
not satisfied (Restricted Stock), and (3) unfunded and unsecured promises to
deliver Stock in the future, subject to the satisfaction of specified
performance or other vesting conditions (Restricted Stock Units), granted on
or after the date hereof by the Company to members of the Board of Directors
(each, a Director) of the Company (the Board) who are not also officers or
employees of the Company.  Options,
Restricted Stock and Restricted Stock Units are collectively referred to in
this Plan as Awards.  The Plan
constitutes an amendment and restatement of the Companys 1998 Director Stock
Option Plan (the Prior Plan) and supersedes the Prior Plan, the separate
existence of which shall terminate on the effective date of this Plan.  The rights and privileges of holders of
options outstanding under the Prior Plan shall not be adversely affected by the
foregoing action.  The
purpose of the Plan is to attract and retain qualified persons to serve as
Directors of the Company and to encourage ownership of stock of the Company by
such Directors so as to provide additional incentives to promote the success of
the Company.  2.Administration
of the Plan; Governing Law.  Grants
of Awards under the Plan shall be automatic as provided in Section 7.  All questions of interpretation with respect
to the Plan and Awards granted under it shall be determined by a committee
consisting of all Directors of the Company who are not eligible to participate
in the Plan, and such determination shall be final and binding upon all persons
having an interest in the Plan.  This
Plan shall be governed by and interpreted in accordance with the laws of The
Commonwealth of Massachusetts.  3.Persons
Eligible to Participate in the Plan.  Members
of the Board who are not also officers or employees of the Company shall be
eligible to participate in the Plan.  4.Shares
Subject to the Plan.  (a)The maximum
aggregate number of shares available for issuance under the Plan shall be
1,712,491.  Up to 1,712,491 shares of
Stock may be issued upon exercise of options granted under this Plan and up to
125,000 shares of Stock may be issued for grants of Restricted Stock or
Restricted Stock Units under this Plan. 
In the event of a stock dividend, split-up, combination or
reclassification of shares, recapitalization or other similar capital change
relating to the Stock, the maximum aggregate number and kind of shares or
securities of the Company as to which Awards may be granted under this Plan and
as to which options then outstanding shall be exercisable, and the option price
of such options, shall be appropriately adjusted by the Board (whose
determination shall be conclusive) so as to preserve the value of the Award.  (b)
In the event of a consolidation or merger of the Company with another
corporation where the Companys shareholders do not own a majority in interest
of the surviving or resulting corporation, or the sale or exchange of all or
substantially all of the assets of the Company, or a reorganization or
liquidation of the Company (Covered


Transaction),
each option will become fully exercisable, and the delivery of shares of Stock
issuable under each outstanding Restricted Stock Unit will be accelerated.  Such shares will be issued, prior to the
Covered Transaction so as to give, in each case on a basis that gives the
holder of the option or the Restricted Stock Unit a reasonable opportunity, as
determined by the Company, following exercise of the option or the issuance of
shares, as the case may be, to participate as a shareholder in the Covered
Transaction, and the option and the Restricted Stock Unit will terminate upon
consummation of the Covered Transaction. 
Any shares of Stock issued pursuant to this Section 4(b) in satisfaction
of a grant of Restricted Stock Units may, in the discretion of the Company,
contain such restrictions, if any, as the Company deems appropriate to reflect
any performance or other vesting condition to which the grant of Restricted
Stock Units was subject.  In the case of
Restricted Stock, the Company may require that any amounts delivered, exchanged
or otherwise paid in respect of such Stock in connection with the Covered
Transaction be placed in escrow or otherwise made subject to such restrictions
as the Company deems appropriate to carry out the intent of the Plan.   However, in lieu of the foregoing sentences
of this Section 4(b), the Board may make such other provision as it may
consider equitable to holders and in the best interests of the Company.  (c)  Whenever options under this Plan (including
options outstanding under the Prior Plan as of the effective date of this Plan)
lapse or terminate or otherwise become unexercisable, the shares of Stock which
were subject to such options may again be subjected to options under this
Plan.  The Company shall at all times
while this Plan is in force reserve such number of shares of Stock as will be
sufficient to satisfy the requirements of this Plan.  5.Nonstatutory
Stock Options.  All
options granted under this Plan shall be nonstatutory options not entitled to
special tax treatment under Section 422 of the Internal Revenue Code of 1986,
as amended (the Code).  6.Form
of Awards.  Awards
granted hereunder shall be in such form as the Board may from time to time
determine.  7.Grant
of Awards.  (a)  Automatic Grant of Options.  At each annual meeting of the shareholders of
the Company, those Directors who are eligible to receive options under this
Plan shall automatically be granted options to purchase 7,125 shares of Stock.
In addition, upon the election of an eligible Director under this Plan other than
at an annual meeting of shareholders (whether by the Board or the shareholders
and whether to fill a vacancy or otherwise), such Director shall automatically
be granted options to purchase the number of shares of Stock described in the
preceding sentence.  The Date of Option
Grant for options granted under this Plan shall be the date of the annual
meeting of shareholders, or the election as a Director, as the case may
be.  No options shall be granted
hereunder after ten years from the date on which this Plan was initially
approved and adopted by the Board.  As
used herein, Fair Market Value for the Stock shall mean the closing sale
price of the Stock as reported by the NASDAQ Global Market or the principal
securities exchange or over-the-counter market on which the Stock is listed or
quoted on the Date of Option Grant of such options or, if the Stock is not then
listed on the NASDAQ Global Market or any securities exchange or quoted in the
over-the-counter market, the fair market value of the Stock as determined in
good faith by the Board.  (b)
 Option Price.  The option price per share for each option
granted under this Plan shall be equal to the Fair Market Value of the Stock
with respect to which the option is exercisable.  (c)  Term of Option.  The term of each option granted under this
Plan shall be ten years from the Date of Option Grant.


(d)  Period of Option Exercise.  Options granted under this Plan shall become
exercisable on the date of the next annual meeting of shareholders following their
Date of Option Grant, if and only if the option holder is a member of the Board
at the opening of business on that date. 
Directors holding exercisable options under this Plan who cease to serve
as members of the Board may, during their lifetime, exercise the rights they
had under such options at the time they ceased being a Director for the full
unexpired term of such option.  Upon the
death of a Director, those entitled to do so under the Directors will or the
laws of descent and distribution shall have the right, at any time within
twelve months after the date of death, to exercise in whole or in part any
rights which were available to the Director at the time of his or her
death.  Options granted under this Plan
shall terminate, and no rights thereunder may be exercised, after the
expiration of the applicable exercise period. 
Notwithstanding the foregoing provisions of this section, no rights
under any options may be exercised after the expiration of ten years from their
Date of Option Grant.  (e)
 Method of Option Exercise and Payment.  Options may be exercised only by written
notice to the Company at its head office accompanied by payment of the full
option price for the shares of Stock as to which they are exercised.  The option price shall be paid in cash or by
check.  Upon receipt of such notice and
payment, the Company shall promptly issue and deliver to the optionee (or other
person entitled to exercise the option) a certificate or certificates for the number
of shares as to which the exercise is made.  (f)  Grants of Restricted Stock and Restricted
Stock Units.  Grants of Restricted
Stock and Restricted Stock Units may be made in exchange for such lawful
consideration, including services, as the Company decides.  The Company may specify performance or other
vesting conditions, including continuation of employment, passage of time or
satisfaction of performance criteria, for the Restricted Stock and Restricted
Stock Units.  At each annual meeting of
the shareholders of the Company, those Directors who are eligible to receive
Restricted Stock and Restricted Stock Units under this Plan shall automatically
be granted Restricted Stock Units representing 2,375 shares of Stock.   In addition, upon the election of an
eligible Director under this Plan other than at an annual meeting of
shareholders (whether by the Board or the shareholders and whether to fill a
vacancy or otherwise), such Director shall automatically be granted Restricted
Stock Units as described in this Section 7(f). 
The Date of RS/RSU Grant for Restricted Stock or Restricted Stock
Units granted under this Plan shall be the date of the annual meeting of
shareholders, or the election as a Director, as the case may be.  (g)
 Vesting of Awards.  The Board shall determine the time or times
at which an Award will vest or become exercisable.  Notwithstanding the foregoing, Restricted
Stock Units shall vest on the date of the next annual meeting of shareholders
following the date of grant, if and only if the Director is a member of the
Board at the opening of business on that date.  (h)  Transferability.  Any Award granted under this Plan may be
transferred without consideration (or for such consideration as the committee
may from time to time deem appropriate) by the holder thereof to any Family
Member of such Director; provided, however,
that no subsequent transfer of such Award shall be permitted except for
transfers: (i) to a Family Member of such Director; (ii) back to the Director;
or (iii) pursuant to the applicable laws of descent and distribution.  For this purpose, Family Member shall mean
(i) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law, including any
adoptive relationships, and any other person sharing the transferor directors
household (other than as a tenant or employee); (ii) any trust in which any of
the persons described in clause (i) holds a greater than 50% beneficial interest;
(iii) any foundation in which any of the persons described in clause (i) or the
transferor director controls the management of assets; or (iv) any other entity
in which any of the persons described in clause (i) or the director holds more
than 50% of the voting interests.


8.Limitation
of Rights.  (a)  No Right to Continue as a Director.  Neither this Plan, nor the granting of an
Award or any other action taken pursuant to this Plan, shall constitute an
agreement or understanding, express or implied, that the Company will retain an
Award holder as a Director for any period of time or at any particular rate of
compensation.  (b)  No Shareholders Rights for Options.  Directors shall have no rights as a
shareholder with respect to the shares covered by their options until the date
they exercise such options and pay the option price to the Company, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such option is exercised and paid for.  (c)
 No Shareholders Rights for
Restricted Stock Units.  Directors
shall have no rights as a shareholder with respect to the shares covered by
their Restricted Stock Units until the date such Restricted Stock Units vest
and shares issuable under the Restricted Stock Units are delivered to the
Directors, and no adjustment will be made for dividends or other rights for
which the record date is prior to the date such shares are delivered.  (d)  Shareholders Rights for Restricted Stock.  Directors shall have no rights as a
shareholder with respect to their Restricted Stock until such time, if any, as
such shares are delivered to the Directors, and no adjustment will be made for
dividends or other rights for which the record date is prior to the date such
shares are delivered.  9.Effective
Date; Amendment or Termination.  This
Plan shall be effective as of February 28, 2007.  The Company may at any time or times amend
the Plan or any outstanding Award for any purpose which may at the time be
permitted by law, and may at any time terminate the Plan as to any future
grants of Awards; provided, that except as otherwise expressly provided in the
Plan the Company may not, without the Award holders consent, alter the terms
of an Award so as to affect adversely an Award holders rights under the Award,
unless the Company expressly reserved the right to do so at the time of
grant.  Amendments to the Plan shall be
conditioned upon shareholder approval only to the extent, if any, such approval
is required by law (including the U.S. Internal Revenue Code of 1986 as from
time to time amended and in effect, or any successor statute as from time to
time in effect and applicable NASDAQ or stock exchange requirements), as
determined by the Company. 
Notwithstanding the foregoing, the Company shall submit for shareholder
approval any amendment to the Plan (other than an amendment or adjustment
pursuant to Section 4(b)) that would: (a) increase the maximum number of shares
for which Awards may be granted under the Plan; (b) reduce the price at which
an option may be granted below the price provided for in Section 7(b); (c)
reduce the exercise price of outstanding options; or (d) increase the limits
set forth in Section 4(a).  10.Shareholder
Approval.  This
Plan is subject to approval by the shareholders of the Company by the
affirmative vote of the holders of a majority of the votes properly cast by
holders of the shares of Stock of the Company present, or represented and
entitled to vote, at a meeting duly held in accordance with the laws of The
Commonwealth of Massachusetts.  In the
event such approval is not obtained, all Awards granted under this Plan shall
be void and without effect.  11.Compliance
with Section 409A.  Awards
under the Plan shall be construed and administered consistent with exemption
from, or compliance with, the requirements of Section 409A of the Internal
Revenue Code of 1986 (Section 409A). 
Notwithstanding any provision of Section 9 to the contrary, the Board
may amend the Plan and/or any Award to satisfy the requirements of Section
409A, including the requirements for exemption from Section 409A.


Adopted
  by board of directors on February 28, 2007Approved
  by shareholders on May 24, 2007Amended
  by board of directors on February 28, 2008.Approved
  by shareholders on May 22, 2008.Amended
  by board of directors on August 19, 2009Amended
  by board of directors on February 25, 2010Approved
  by shareholders on June 16, 2010