Exhibit 10.2


GENZYME
CORPORATION


2004 EQUITY INCENTIVE PLAN


1.              PURPOSE


The
2004 Equity Incentive Plan (the “Plan”) has been established to promote the
interests of the Company and its shareholders by strengthening the Company’s
ability to attract, motivate, and retain key employees and consultants of the
Company and its Affiliates upon whose judgment, initiative, and efforts the
financial success and growth of the business of the Company largely
depend.  The Plan is intended to provide
an additional incentive for such individuals through stock ownership and other
rights that promote and recognize the financial success and growth of the
Company and create value for shareholders. 
Certain capitalized terms used herein and certain operating rules
related thereto are defined and set forth in Section 10 below.


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


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


The
Plan constitutes a merger and restatement of the Company’s 1997 Equity
Incentive Plan (the “Prior Plan”) and supersedes the Prior Plan, the separate
existence of which shall terminate on the Effective Date.  The rights and privileges of holders of Awards
outstanding under the Prior Plan shall not be adversely affected by the
foregoing action.


2.              ADMINISTRATION


The
Compensation Committee shall be the Administrator of the Plan except as
hereinafter provided.  The Compensation
Committee may delegate to one or more of its members such of its duties, powers
and responsibilities as it may determine. 
To the extent determined by the Compensation Committee and permitted by
applicable law, the Compensation Committee may also (i) delegate to one or more
executive officers of the Company the power to grant Awards to, or allocate Awards
among, Participants who are not Reporting Persons or Covered Employees and to
make such determinations under the Plan with respect thereto as the
Compensation Committee determines; and (ii) authorize any such executive officer
to further delegate to an Employee or another executive officer temporary
authority to grant or allocate Awards when the executive officer is
unavailable.  The Compensation Committee
may also delegate to such Employees or other persons as it determines such
ministerial 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 such
delegation.


The
Administrator has discretionary authority, subject only to the express
provisions of the Plan, to interpret the Plan; determine eligibility for and
grant Awards; select the Participants to receive Awards and determine, modify
or waive the terms and conditions of any Award; prescribe forms, rules and
procedures; and otherwise do all things necessary to carry out the purposes of
the Plan.  The terms of each Award grant
need not be identical, and the Administrator need not treat Participants
uniformly.  Except as otherwise provided
by the Plan or a particular Award, any determination with respect to an Award
may be made by the Administrator at the time of grant or at any time thereafter.  In the case of any Award intended to be
eligible for the performance-based compensation exception under Section 162(m),
the Administrator will exercise its discretion consistent with qualifying the Award
for that exception.  Determinations made
by the











Administrator shall be final and binding upon
Participants, the Company, and all other interested parties.


3.              STOCK
AVAILABLE FOR GRANT; LIMITS


(a)  Number
of Shares.  Subject to
adjustment as provided under Section 6, the maximum number of shares available
for issuance to Participants under the Plan shall be 39,600,000 shares.  Subject to such overall maximum, up to 39,600,000
shares of Stock may be issued upon the exercise of ISOs; up to 39,600,000 shares
of Stock may be issued upon exercise of NSOs; and up to 3,200,000 shares of Stock
may be issued for grants of Restricted Stock or Restricted Stock Units.  Stock delivered by the Company under the Plan
may be authorized but unissued Stock or previously issued Stock acquired by the
Company.  No fractional shares of Stock
will be delivered under the Plan.  To the
extent consistent with the requirements of Section 422 of the Code, and with
other applicable legal requirements (including applicable NASDAQ or stock
exchange requirements), Stock issued under option grants, restricted stock
grants, or restricted stock unit grants of an acquired company that are assumed
in 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 number
of shares available for issuance under the Plan.


(b)  Section
162(m) Limits.  The
maximum number of shares of Stock for which Stock Options may be granted to any
person in any calendar year will be 2,000,000.


4.              ELIGIBILITY
AND PARTICIPATION


All employees and consultants of the Company or any
Affiliate capable of contributing significantly to the successful performance
of the Company, other than a person who has irrevocably elected not be
eligible, are eligible to be Participants in the Plan.  Eligibility for ISOs is limited to employees
of the Company or of a “parent corporation” or “subsidiary corporation” of the
Company 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 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.


5.              RULES
APPLICABLE TO AWARDS


(a)   Documentation.  Each Award granted under the Plan shall be
evidenced by a writing specifying the terms and conditions thereof and
containing such other terms and conditions not inconsistent with the provisions
of the Plan as the Administrator considers necessary or advisable to achieve
the purposes of the Plan or to comply with applicable tax and regulatory laws
and accounting principles.


(b)   Transferability.  In the discretion of the Administrator, any Award
may be made transferable upon such terms and conditions and to such extent as
the Administrator determines, provided that ISOs may not be transferred other
than by will or by the laws of descent and distribution.  Any non-transferable Stock Option requiring
exercise, including any ISO, may be exercised only by the Participant during
the Participant’s lifetime.  The
Administrator may in its discretion, other than in the case of Stock Options
intended to continue to qualify as ISOs, waive any restriction on
transferability.


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











accelerate the
vesting or exercisability of, or payment under, an Award, regardless of any
adverse or potentially adverse tax consequences resulting from such
acceleration; provided, that the Administrator’s discretion shall not be
exercised, in the case of an Award providing for “nonqualified deferred
compensation” subject to Section 409A, in a manner inconsistent with the
requirements of Section 409A.


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


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


(f)    Rights Limited.  Nothing in the Plan will be construed as
giving any person the right to continued employment or service with the Company
or its Affiliates, 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 any
Award 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 Company or Affiliate to the Participant.


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


(i)  Establish one or more
separate sub-plans or programs under the Plan for the grant of Awards to
eligible persons in a specified jurisdiction or jurisdictions;


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


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


Notwithstanding the above, the Administrator
may not take any actions hereunder, and no Award shall be granted, that would
violate applicable law.


(h)   Exercise Price of Stock
Option.  The exercise
price of a Stock Option will not be less than 100% of the Fair Market Value of
the Stock on the date of grant.  Once
granted, no Stock Option may be repriced (as that term is used under applicable
NASDAQ or stock exchange rules) without shareholder approval.


(i)    Time and Manner of
Exercise of Stock Option. 
Unless the Administrator expressly provides otherwise, a Stock
Option will not be deemed to have been exercised until the Company receives a
notice of exercise (in a form acceptable to the Administrator) signed by the
appropriate person and accompanied by payment of the exercise price.  If the Stock Option is exercised by any
person other than the Participant, the Administrator may require satisfactory
evidence that











the person
exercising the Stock Option has the right to do so.  All Stock Options granted pursuant to the
Plan shall terminate if not exercised within ten years of the date of grant, or
such earlier date as the Administrator may determine.


(j)    Payment of Stock Option.  No shares shall be delivered pursuant to any
exercise of a Stock Option until payment in full of the exercise price therefor
is received by the Company.  Such payment
may be made in whole or in part in cash or, to the extent permitted by the
Administrator at or after the grant of the Stock Option, in shares of Stock
owned 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 lawful
consideration, including use of a broker-assisted exercise program or similar
program, as the Administrator may determine. 
The delivery of shares in payment of the exercise price may be
accomplished either by actual delivery or by constructive delivery through
attestation of ownership, subject to such rules as the Administrator may
prescribe.


(k)   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 Administrator determines.


(l)    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.  Notwithstanding any provision of Section 8 to
the contrary, the Administrator may amend the Plan and/or any Award to satisfy
the requirements of Section 409A, including the requirements for exemption from
Section 409A.


6.              EFFECT
OF CERTAIN TRANSACTIONS


(a)   Covered Transactions.  Except as otherwise provided under the terms
of an Award grant, in the event of a Covered Transaction in which there is an
acquiring or surviving entity, the Administrator may provide for the assumption
of some or all outstanding Awards, or for the grant of new awards in
substitution therefor, by the acquiror or survivor or an affiliate of the
acquiror or survivor, in each case on such terms and subject to such conditions
as the Administrator determines.  In the
absence of such an assumption or if there is no substitution, except as
otherwise provided in the Award, each Stock Option will become fully
exercisable, and the delivery of shares of Stock issuable under each
outstanding Restricted Stock Unit will be accelerated and such shares will be
issued, prior to the Covered Transaction, in each case on a basis that gives
the holder of the Stock Option or the Restricted Stock Unit a reasonable
opportunity, as determined by the Administrator, following exercise of the
Stock Option or the issuance of shares, as the case may be, to participate as a
shareholder in the Covered Transaction, and the Stock Option will terminate
upon consummation of the Covered Transaction. 
Any shares of Stock issued pursuant to the preceding sentence in
satisfaction of a grant of Restricted Stock Units may, in the discretion of the
Administrator, contain such restrictions, if any, as the Administrator 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 Administrator 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 Administrator deems appropriate to carry
out the intent of the Plan.


Without
limiting the general scope of the Administrator’s discretionary authority under
the Plan, the Administrator may provide, as to some or all Awards, if any, that
in the event of a Change in Control of the Company, whether or not such Change
in Control is also a Covered Transaction, the vesting and exercisability, if
applicable, of, or the payment of benefits under, such Award will be
accelerated on such terms as the Administrator determines.











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


(c)   Certain Other Adjustments.  To the extent consistent with qualification
of ISOs under Section 422 of the Code, with the performance-based compensation
rules of Section 162(m), where applicable, and with the requirements of
(including the requirements for exemption under) Section 409A, the
Administrator may also make adjustments of the type above to take into account
distributions to shareholders other than those provided for in Section 6(a), or
any other event, if the Administrator determines that adjustments are
appropriate to avoid distortion in the operation of the Plan and to preserve
the value of Award grants made hereunder.


(d)   Continuing Application of
Plan Terms.  References in
the Plan to shares of Stock will be construed to include any stock or
securities resulting from an adjustment pursuant to this Section 6.


7.              LEGAL
CONDITIONS ON DELIVERY OF STOCK


The
Company will not be obligated to deliver any shares of Stock pursuant to the
Plan or to remove any restriction from shares of Stock previously delivered
under the Plan until: (i) the Company is satisfied that all legal matters in
connection with the issuance and delivery of such shares have been addressed
and resolved; (ii) if the outstanding Stock is at the time of delivery listed
on any stock exchange or national market system, the shares to be delivered
have been listed or authorized to be listed on such exchange or system upon
official notice of issuance; and (iii) all conditions of the grant have been
satisfied or waived.  If the sale of
Stock has not been registered under the Securities Act of 1933, as amended, the
Company may require, as a condition to exercise of the Stock Option or receipt
of the Restricted Stock or Restricted Stock Unit, such representations or
agreements as counsel for the Company may consider appropriate to avoid
violation of such Act.  The Company may
require that certificates evidencing Stock issued under the Plan bear an
appropriate legend reflecting any restriction on transfer applicable to such Stock.











8.              AMENDMENT
AND TERMINATION


The
Administrator 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 Administrator may
not, without the Participant’s consent, alter the terms of an Award so as to
affect adversely a Participant’s rights under the Award, unless the
Administrator 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 Code and applicable NASDAQ or stock exchange
requirements), as determined by the Administrator.  Notwithstanding the foregoing, the Company
shall submit for shareholder approval any amendment to the Plan (other than an
amendment or adjustment pursuant to Section 6) that would: (a) increase the
maximum number of shares for which Stock Options, Restricted Stock, or Restricted
Stock Units may be granted under the Plan; (b) reduce the price at which a
Stock 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 limits
set forth in Section 3.


9.              OTHER
COMPENSATION ARRANGEMENTS


The
existence of the Plan or the grant of any Award will not in any way affect the
Company’s right to award a person bonuses or other compensation in addition to
grants made under the Plan.


10.       DEFINITIONS


The
following terms, when used in the Plan, will have the meanings and be subject
to the provisions set forth below:


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


“Affiliate”:  Any corporation or other
entity owning, directly or indirectly, 50% or more of the outstanding Stock of
the Company, or in which the Company or any such corporation or other entity
owns, directly or indirectly, 50% of the outstanding capital stock (determined
by aggregate voting rights) or other voting interests.


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


“Board”:  The Board of Directors of
the Company.


“Change
in Control”:  A change
in ownership or control of the Company or a change in the ownership of a
substantial portion of the Company’s assets, determined in accordance with such
rules, if any, as may be established by the Administrator.


“Code”:  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.


“Compensation
Committee”:  The
Compensation Committee of the Board.


“Company”:  Genzyme Corporation.


“Covered
Employees”:  A “covered
employee” within the meaning of Section 162(m).


“Covered
Transaction”:  Any of
(i) a consolidation, merger, or similar transaction or series of related
transactions  in which the Company is not
the surviving corporation or which results in the acquisition of all or
substantially all of the Company’s then outstanding common stock by a single
person 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 tender
offer that is reasonably











expected to be
followed by a merger described in clause (i) (as determined by the
Administrator), the Covered Transaction shall be deemed to have occurred upon
consummation of the tender offer.


“Employee”:  Any person who is employed
by the Company or an Affiliate.


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


“Exchange
Act”:  The Securities
Exchange Act of 1934, as amended, as from time to time further amended and in
effect, or any successor statute as from time to time in effect.


“Fair
Market Value”:  The
fair market value as determined by the Compensation Committee in good faith, or
in the manner established by the Compensation Committee in good faith, from
time to time.


“ISO”:  A Stock Option intended to
be an “incentive stock option” within the meaning of Section 422 of the
Code.  Each option granted pursuant to
the Plan will be treated as providing by its terms that it is to be a
non-incentive option unless, as of the date of grant, it is expressly
designated as an ISO.


“NSO”:  A Stock Option that is not
an ISO.


“Participant”:  A person who is granted an Award
under the Plan.


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


“Reporting
Person”:  A person
subject to the reporting requirements of Section 16 of the Exchange Act.


“Restricted
Stock”:  An award 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 Unit”:  An
unfunded and unsecured promise to deliver Stock in the future, subject to the
satisfaction of specified performance or other vesting conditions.


“Section
162(m)”:  Section
162(m) of the Code.


“Section
409A”:  Section 409A of
the Code.


“Stock”:  Common Stock of the
Company, par value $.01 per share.


“Stock
Option”:  An option entitling
the 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











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