GENZYME CORP
EXHIBIT 10.33
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<TYPE>EX-10.33
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<FILENAME>a2042599zex-10_33.txt
<DESCRIPTION>EXHIBIT 10.33
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                                                                 EXHIBIT 10.33

                    SCHEDULE TO EXECUTIVE SEVERANCE AGREEMENT

         The following is a list of our senior executive officers of who are
party to an Executive Severance Agreement, the form of which was filed as
Exhibit 10.33 to our Form 10-K for 1990:

         Earl M. Collier, Jr.;
         Zoltan A. Csimma;
         Thomas J. DesRosier;
         Richard H. Douglas;
         David D. Fleming;
         James A. Geraghty;
         John V. Heffernan;
         Elliot D. Hillback, Jr.;
         Alison F. Lawton;
         Gail J. Maderis;
         John M. McPherson;
         C. Ann Merrifield;
         Richard A. Moscicki;
         Lisa J. Raines;
         Alan E. Smith;
         Sandford D. Smith;
         G. Jan van Heek; and
         Michael S. Wyzga

We are a party to Executive Severance Agreements with the executive officers
named above, under which payments will be made under certain circumstances
following a Change of Control of the Company (as defined in the Executive
Severance Agreements). The Executive Severance Agreements provide that in the
event the officer's employment is terminated by the Company without Cause (as
defined) or by the officer for Good Reason (as defined) following a Change of
Control, the Company will make a lump sum severance payment to the officer of up
to two times annual salary and bonus. Upon such termination, the Executive
Severance Agreements also provide for (i) a cash payment equal to the additional
retirement benefit which would have been earned under the Company's retirement
plans if employment had continued for two years following the date of
termination, (ii) participation in the life, accident and health insurance plans
of the Company for such period except to the extent such benefits are provided
by a subsequent employer and (iii) in certain circumstances, legal costs and
expenses associated with such termination.


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