Kay:

Here is a proposed correction to the first sentence of section 14.3 of the
agreement.

We had offered a 15% reduction in efficiency in our warranty. When we
changed efficiency to heat rate, we neglected to correct the percentage
change because heat rate goes up as efficiency declines. Mathematically,
there is an inverse relationship (see attached spreadsheet) which means that
the equivalent of a 15% reduction in efficiency is an 18% increase in heat
rate. Therefore we propose to change the Heat Rate reduction in the first
sentence of Section 14.3 (also attached) from 15% to 18% and correspondingly
revise the total change from 20% to 23%.

 <<14.3 revision.doc>>  <<eff and heat rate.xls>>

Ross M. Levine, Esq.
Director of Contracts and Contracts Counsel
FuelCell Energy, Inc.
3 Great Pasture Rd.
Danbury, CT 06813

(203) 825-6057
(203) 798-2945 (fax)
rlevine@fce.com (email)

This transmittal and its attached files (if any) may contain proprietary or
confidential information belonging to FuelCell Energy, Inc. If you are not
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 - 14.3 revision.doc
 - eff and heat rate.xls