Exhibit 10.2


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 1,462,491.  Up to 1,462,491 shares of Stock may be issued
upon exercise of options granted under this Plan and up to 100,000 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 15,000 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
the number of shares of Restricted Stock and Restricted Stock Units the Board
determines.  Notwithstanding the
foregoing, the Board shall make an initial determination of the number of
Restricted Stock and Restricted Stock Units in the automatic grant within one
year of the adoption of this Plan, which shall be ratified 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 the next annual meeting of shareholders
following such adoption of the automatic grants amount by the Board.  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 and
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, the Board
shall make an initial determination of the vesting schedule of Restricted Stock
Units within one year of the adoption of this Plan, which shall be ratified 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 the next annual
meeting of shareholders following such adoption of the initial vesting schedule
by the Board.


(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.


Approved by
directors on February 28, 2007


Approved by shareholders on May 24, 2007