Nominating and Corporate Governance Committee Charter

Organization and Membership

The Nominating and Corporate Governance Committee (the "Governance Committee") of Genzyme Corporation (the "Company") shall consist of not less than three members. Members of the Governance Committee shall be appointed, and may be removed with or without cause, by the Board of Directors of the Company (the "Board"). All members of the Governance Committee shall be independent directors who satisfy the independence requirements of the Nasdaq Stock Market and applicable Securities and Exchange Commission rules and regulations.

Purpose

The purpose of the Governance Committee shall be to assist the Board by identifying and nominating qualified individuals to become Board members, nominating candidates for appointment to Board committees, monitoring a process to assess the effectiveness of the Board and its committees and developing and implementing the Company's corporate governance guidelines.

Duties and Responsibilities

The responsibilities of the Governance Committee shall include the following:

A. Make recommendations to the Board with respect to the size and composition of the Company's Board, identify individuals qualified to become Board members, receive nominations for qualified individuals, including any nominations put forward by the Chief Executive Officer and shareholders, recommend to the Board qualified individuals to fill vacancies on the Board as needed, and annually identify for nomination by the Board qualified individuals for election at the next annual meeting of shareholders;

B. Review the functions, duties and composition of the various standing committees of the Board and make recommendations to the Board with respect thereto; annually nominate for appointment by the Board qualified individuals to serve as members of the various standing Board committees, including the Audit, Compensation and Governance Committees, and nominate additional committee members to fill vacancies as needed;

C. Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company. Such guidelines shall address the following subjects: (i) director qualification standards, including retirement policies, (ii) the structure, agenda and frequency of Board meetings, (iii) director responsibilities, (iv) director access to management and, as necessary and appropriate, independent advisors, (v) director compensation, (vi) CEO succession and (vii) annual performance evaluation of the Board and its committees. The Governance Committee shall review these corporate governance guidelines at least annually and recommend changes as necessary;

D. In concert with the Board, review Company policies with respect to significant issues of corporate public responsibility, including contributions;

E. Consider and report to the Board on any questions of possible conflicts of interest involving Board members or members of senior management of the Company;

F. Provide for new director orientation and continuing education for existing directors on a periodic basis; and

G. Oversee the maintenance and presentation to the Board of management's plans for succession to the Chief Executive Officer position in the Company.

The Governance Committee shall report its actions and recommendations to the Board after each Governance Committee meeting.

The Governance Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval.

Powers

In order to fulfill its duties and responsibilities, the Governance Committee shall have the following powers:

A. To retain, compensate with Company funds, and terminate any search firm to assist in the identification of director candidates;

B. To retain, compensate with Company funds, and terminate any outside legal, accounting or other advisors as the Governance Committee may deem appropriate in its sole discretion to discharge its duties; and

C. To delegate any of its responsibilities to subcommittees of the Governance Committee as it may deem appropriate in its sole discretion.

Procedures

In carrying out its duties and responsibilities and exercising its powers, the Governance Committee shall observe the following procedures:

A. A majority of the members of the Governance Committee shall constitute a quorum for meeting purposes;

B. Once a quorum is established, action may be taken by the Governance Committee upon the affirmative vote of a majority of the members present;

C. The Chairman of the Governance Committee may call a meeting of the Governance Committee upon due notice to each other member at least forty-eight hours prior to the meeting (provided that participation in any meeting shall be deemed a waiver of any deficiency in such notice); and

D. Action may be taken by the Governance Committee without a meeting if all of the members of the Governance Committee indicate their approval thereof in writing.

Adopted February 27 , 2003
Revised
February 26, 2004