Exhibit
10.4




FUELCELL
ENERGY, INC.

THREE
GREAT PASTURE ROAD

DANBURY,
CONNECTICUT 06813






March 9,
2005










Continental
Stock Transfer & Trust Company

17
Battery Place

New York,
NY 10004

Attn:
Compliance Department







Ladies
and Gentlemen:




Reference
is hereby made to a Preferred Stock Transfer Agency Agreement between you and
the undersigned (the “Prior Agreement”), dated as of November 17, 2004. It is
agreed and understood by the parties hereto that the Prior Agreement shall be
deemed terminated and of no further force and effect as of the date
hereof.




Notwithstanding
the foregoing, you will continue to act as transfer agent, registrar, paying
agent and conversion agent for the 5% Series B Cumulative Convertible Perpetual
Preferred Stock of the undersigned (the “Series B Preferred
Stock”).




If a
holder of Series B Preferred Stock, as of a particular Dividend Payment Date,
delivers an irrevocable notice (an “Election Notice”) to the Transfer Agent, at
least 30 days prior to the applicable Dividend Payment Date, the Transfer Agent
will deliver the Election Notice to the undersigned and the undersigned will
deliver to the Transfer Agent for delivery to or for the account of such holder
on the Dividend Payment Date, shares of Common Stock having a value equal to the
cash dividend otherwise payable to such holder based on the average of the
closing prices of Common Stock over the five trading day period ending on the
third business day prior to the applicable Dividend Payment Date. Those shares
of Common Stock will be treated as restricted securities, will bear a legend to
that effect and will be issued in physical certificated form.




In acting
hereunder, each of the parties and their subsidiaries, affiliates, officers,
directors and employees shall be entitled to all rights, benefits, protections
and indemnities accorded to it hereunder. The Transfer Agent shall not be
responsible for any consequential damages as a result of any calculation of
dividends hereunder.

























 

Either of
the parties may terminate this Agreement by giving to the other party a notice
in writing specifying the date of such termination, which shall be not less than
180 days after the date of receipt of such notice.




Prior to
termination, the Transfer Agent agrees to provide its full cooperation in the
orderly transition of the Services to the undersigned or the undersigned’s
designated agent including, but not limited to, packing and preparing for
shipment any materials or goods to be transferred; provision of reports, files
and similar media necessary for the continuation of such services; and assisting
with the implementation and operation of transitional arrangements with respect
to the Services.




As used
herein, all capitalized terms not otherwise defined shall have the meanings
ascribed thereto in the Prior Agreement.




This
agreement shall be binding upon the successors and assigns of each of the
parties. This agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same agreement. This agreement may not be
amended or modified in any manner except by a written agreement duly authorized
and executed by both parties. This agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.

 

 

 

 

 

 

 

 


	 	 	 
	 	Very truly
    yours,
	 	 
	 	FUELCELL ENERGY, INC
	 
 	 
 	 
 
		By:  	/s/  Jerry
      D. Leitman
	 	
      

      Jerry D. Leitman
	 	President
      and Chief Executive Officer






 

 


	AGREED AND ACCEPTED:	 	 	 
	 	 	 	 
	CONTINENTAL STOCK & TRANSFER
      COMPANY	 	 	 
	 	 	 	 
	By: /s/ William F.
      Seegraber	 	 	
	
      

           William F.
      Seegraber	 	 	
	     Vice
      President