Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 21, 2009, the shareholders of Genzyme Corporation ("Genzyme") approved an amendment to Genzyme's 2004 Equity Incentive Plan (the "Plan") to increase the number of shares of Genzyme's common stock authorized for issuance under the Plan by 2,500,000 shares (from 41,388,951 to 43,888,951 shares). The Plan provides for the grant of incentive and nonstatutory stock options, restricted stock and restricted stock units (RSUs). The amendment increases the number of shares that can be granted as restricted stock or RSUs to 7,950,000 shares of the total number of shares authorized under the Plan.

A brief description of the terms and conditions of the Plan is set forth in Genzyme's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2009 (the "Proxy Statement") under the heading "Proposal to Amend Our 2004 Equity Incentive Plan", and such description is incorporated herein by reference. A copy of the Plan was filed as Appendix B to the Proxy Statement.

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