Exhibit
10.2


AMENDED AND
RESTATED


SHARE LENDING AGREEMENT


Dated as of July 25, 2007


Among


SUNPOWER CORPORATION (“Lender”),


and


LEHMAN BROTHERS INTERNATIONAL (EUROPE) LIMITED (“Borrower”),
through

LEHMAN BROTHERS INC., as agent for Borrower (“Borrowing Agent”),


and


LEHMAN BROTHERS INC., in its capacity as Collateral
Agent (as hereinafter defined).This Agreement sets forth the terms and
conditions under which Borrower may borrow from Lender shares of Common Stock.


WHEREAS Lender, Borrower, Borrowing Agent and
Collateral Agent previously entered into that certain Share Lending Agreement,
dated as of February 2, 2007 (the “Original Agreement”), and the parties
thereto now desire to amend and restate such Original Agreement according to
the terms and conditions of this Agreement.


NOW, THEREFORE, the parties thereto and hereto agree
as follows:


Section 1.                                            Certain
Definitions.  The following capitalized terms shall have the following
meanings:


“0.75% Convertible Notes” means the $200,000,000
aggregate principal amount of 0.75% Senior Convertible Debentures due 2027
issued by Lender, or up to $225,000,000 aggregate principal amount to the
extent the option to purchase additional 0.75% Senior Convertible Debentures
due 2027 is exercised in full as set forth in the underwriting agreement
relating to the underwritten offering of the 0.75% Senior Convertible
Debentures due 2027.


“Business Day” means, with respect to any Loan
hereunder, a day on which regular trading occurs in the principal trading
market for the Common Stock.


“Cash” means any coin or currency of the United
States as at the time shall be legal tender for payment of public and private
debts.


“Clearing Organization” means The Depository
Trust Company, or, if agreed to by Borrower and Lender, such other Securities
Intermediary at which Borrower (or Borrowing Agent) and Lender maintain
accounts.













“Closing Price” on any day means, with respect
to the Common Stock (i) if the Common Stock is listed or admitted to
trading on a U.S. securities exchange registered under the Exchange Act or is
included in the OTC Bulletin Board Service (operated by the National
Association of Securities Dealers, Inc.), the last reported sale price,
regular way, in the principal trading session on such day on such market on
which the Common Stock is then listed or is admitted to trading (or, if the day
of determination is not a Business Day, the last preceding Business Day) and
(ii) if the Common Stock is not so listed or admitted to trading or if the
last reported sale price is not obtainable (even if the Common Stock is listed
or admitted to trading on such market), the average of the bid prices for the
Common Stock obtained from as many dealers in the Common Stock (which may
include Borrower or its affiliates), but not exceeding three, as shall furnish
bid prices available to the Lender.


“Collateral” means any Cash or Non-Cash
Collateral.  Each of the parties to this Agreement hereby agree that Cash
and each item within the definition of Non-Cash Collateral shall be treated as
a “financial asset” as defined by Section 8-102(a)(9) of the UCC.


“Collateral Account” means the securities
account of the Collateral Agent maintained on the books of Lehman Brothers
Inc., as securities intermediary, and designated “Lehman Brothers Inc., as
Collateral Agent of SunPower Corporation, as pledgee of Lehman Brothers
International (Europe) Limited, as Borrower of Loaned Shares.”  Any
Collateral deposited in the Collateral Account shall be segregated from all
other assets and property of the Collateral Agent, which such segregation may
be accomplished by appropriate identification on the books and records of
Collateral Agent, as a “securities intermediary” within the meaning of the
UCC.  The Securities Intermediary acknowledges that the Collateral Account
is maintained for the Collateral Agent and undertakes to treat the Collateral
Agent as entitled to exercise the rights that comprise the Collateral credited
to the Collateral Account.  For purposes
of UCC Section 9301(2), the Collateral Account and the Collateral will reside
in New York, New York.


“Collateral Agent” means Lehman Brothers Inc.,
in its capacity as collateral agent for Lender hereunder, or any successor
thereto under Section 20.


“Collateral Percentage” means 100%.


 “Common
Stock” means shares of Class A Common Stock, par value $0.001 per share, of
Lender, or any other security into which the Class A Common Stock shall be
exchanged or converted as the result of any merger, consolidation, other
business combination, reorganization, reclassification, recapitalization or
other corporate action (including, without limitation, a reorganization in
bankruptcy), in each case not involving an Unaffiliated Third Party.


“Convertible Notes” means the $200,000,000
aggregate principal amount of 1.25% Senior Convertible Debentures due 2027
issued by Lender on February 2, 2007.


“Credit Downgrade” occurs when the Guarantor
receives a rating for its long term, unsecured and unsubordinated indebtedness
that is below A- by Standard and Poor’s Ratings Group, or its successor (“S&P”),
or below A3 by Moody’s Investors Service, Inc., or its



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successor (“Moody’s”),
or, if either S&P or Moody’s ceases to rate such debt, an equivalent or
lower rating by a substitute rating agency mutually agreed upon by the Lender
and the Borrower.


“Credit Upgrade” occurs when the Guarantor
receives a rating for its long term, unsecured and unsubordinated indebtedness
that is A- or better by S&P or A3 or better by Moody’s, or, if either
S&P or Moody’s ceases to rate such debt, an equivalent or higher rating by
a substitute rating agency mutually agreed upon by the Lender and the Borrower.


“Cutoff Time” shall mean 10:00 a.m. in the
jurisdiction of the Clearing Organization, or such other time on a Business Day
by which a transfer of Loaned Shares must be made by Borrower or Lender to the
other, as shall be determined in accordance with market practice.


“Early Return
Event” means a merger, consolidation, other business combination,
reorganization, reclassification, recapitalization or similar corporate action,
in each case intended to qualify as a reorganization under section 368 of the
Internal Revenue Code of 1986, as amended, to which the Lender or an affiliate
of the Lender is a party and upon consummation of which it is reasonably
expected that at least 80% of the capital stock of the Lender (or the surviving
corporation if the Lender is acquired) will be held by non-affiliates of the
Lender or the surviving corporation.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


“Indenture” means the indenture, dated as of
February 7, 2007, between the Lender and Wells Fargo Bank, National Association,
as trustee, as supplemented by the first supplemental indenture, dated as of
February 7, 2007, between the Lender and Wells Fargo Bank, National
Association, pursuant to which the Convertible Notes were issued (the “First
Supplemental Indenture”), and as further supplemented by the second
supplemental indenture dated as of July 31, 2007, between the Lender and Wells
Fargo Bank, National Association, pursuant to which the 0.75% Convertible Notes
will be issued (the “Second Supplemental Indenture”).


“Loan Availability Period” means the period
beginning with the date of issuance of the Convertible Notes and ending on the
earliest of (i) August 1, 2027, (ii) the date as of which the Lender has
notified the Borrower in writing of its intention to terminate this Agreement
at any time after the latest of (x) the date on which the entire principal
amount of Convertible Notes ceases to be outstanding, (y) the date on which the
entire principal amount of 0.75% Convertible Notes ceases to be outstanding and
(z) the date on which the entire principal amount of any additional convertible
securities of the Lender which the Lender has in writing consented to permit
the Borrower to hedge under this Agreement ceases to be outstanding, in each
case, whether as a result of conversion, redemption, repurchase, cancellation
or otherwise and (iii) the date on which this Agreement shall terminate in
accordance with the terms of this Agreement.


“Loaned Shares” means shares of Common Stock
initially transferred to the Borrower in a Loan hereunder until such Loan or
portion thereof is terminated and a corresponding number of Loaned Shares is
transferred to Lender pursuant to this Agreement; provided that in respect of
any such share of Common Stock initially transferred to the Borrower by Lender
and



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subsequently transferred
by the Borrower to another transferee, “Loaned Share” means an equivalent
number of shares of identical Common Stock.  If, as the result of a stock
dividend, stock split or reverse stock split, the number of outstanding shares
of Common Stock is increased or decreased, then the number of outstanding
Loaned Shares shall be proportionately increased or decreased, as the case may
be.  If any new or different security (or two or more securities) shall be
exchanged for the outstanding shares of Common Stock as the result of any
reorganization, merger, consolidation, reclassification, recapitalization or
other corporate action (including, without limitation, a reorganization in
bankruptcy) not involving an Unaffiliated Third Party, such new or different
security (or such two or more securities collectively) shall, effective upon
such exchange, be deemed to become a Loaned Share in substitution for the
former Loaned Share for which such exchange is made.


“Market Value” on any day means (i) with
respect to Common Stock, the most recent Closing Price of the Common Stock
prior to such day and (ii) with respect to any Collateral that is
(a) Cash, the face amount thereof, (b) a letter of credit, the
undrawn amount thereof and (c) any other security or property, the market
value thereof, as determined by the Collateral Agent, in accordance with market
practice for such securities or property, based on the price for such security
or property as of the most recent close of trading obtained from a generally
recognized source or the closing bid quotation at the most recent close of
trading obtained from such source, plus accrued interest to the extent not
included therein, unless market practice with respect to the valuation of such
securities or property in connection is to the contrary.


“Maximum Number of Shares” means 2,947,132  shares of Common Stock, subject to the following
adjustments:


(a)          If, as the result of a
stock dividend, stock split or reverse stock split, the number of outstanding
shares of Common Stock is increased or decreased, the Maximum Number of Shares
shall, effective as of the payment or delivery date of any such event, be
proportionally increased or decreased, as the case may be.


(b)         If, pursuant to a merger,
consolidation, other business combination, reorganization, reclassification,
recapitalization or other corporate action (including, without limitation, a
reorganization in bankruptcy), in each case involving an Unaffiliated Third
Party, the Common Stock is exchanged for or converted into cash, securities or
other property, the Maximum Number of Shares shall be reduced to zero on the
effective date of such event.


(c)          Upon the termination of
any Loan pursuant to Section 6(a) the Maximum Number of Shares shall
be reduced by the number of Loaned Shares surrendered by Borrower to Lender.


(d)         Notwithstanding the
foregoing, in no event shall the Maximum Number of Shares at any time exceed
the sum of (x) the product of (i) the aggregate principal amount of Convertible
Notes outstanding at such time, divided by $1,000 and (ii) the
Conversion Rate (as defined in the First Supplemental Indenture) of the Convertible
Notes plus (y) the product of (i) the aggregate principal amount of 0.75%
Convertible Notes outstanding at such time, divided by $1,000 and (ii)
the Conversion Rate (as defined in the Second Supplemental Indenture) of the 0.75%



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Convertible Notes plus (z) the product of (i)
the aggregate principal amount outstanding at such time of any additional
convertible securities of the Lender which the Lender has in writing consented
to permit the Borrower to hedge under this Agreement, divided by $1,000
and (ii) the conversion rate (as defined in an indenture or a supplemental indenture
relating to such additional convertible securities) of such additional
convertible securities.


“Non-Cash Collateral” means (i) any
evidence of indebtedness issued, or directly and fully guaranteed or insured,
by the United States of America or any agency or instrumentality thereof;
(ii) any deposits, certificates of deposit or acceptances of any
institution which is a member of the Federal Reserve System having combined capital
and surplus and undivided profits of not less than $500 million at the time of
deposit (and which may include the Collateral Agent or any affiliate of the
Collateral Agent so long as the Collateral Agent is other than Borrower or an
affiliate of Borrower); (iii) any investments of any Person that is fully
and unconditionally guaranteed by a bank referred to in clause (ii);
(iv) any repurchase agreements and reverse repurchase agreements relating
to marketable direct obligations issued or unconditionally guaranteed by the
United States of America or issued by any agency thereof and backed as to
timely payment by the full faith and credit of the United States of America;
(v) commercial paper of any corporation incorporated under the laws of the
United States or any State thereof that is rated “investment grade” A-1 by
Standard & Poor’s Rating Group, a division of McGraw Hill Inc., or any
successor thereto, or P-1 by Moody’s Investors Services, Inc., or any
successor thereto; (vi) any money market funds (including, but not limited
to, money market funds managed by the Collateral Agent or an affiliate of the
Collateral Agent) registered under the Investment Company Act of 1940, as
amended; (vii) any letter of credit issued by a bank referred to in clause
(ii); and (viii) all proceeds of the foregoing; provided that in no event
shall Non-Cash Collateral include “margin stock” as defined by Regulation U of
the Board of Governors of the Federal Reserve System.


“Pledge Date” has the meaning set forth in
Section 3(a).


“Pledge Period” means any period beginning on a
Pledge Date and to the extent such Pledge Date occurred as a result of a Credit
Downgrade ending on the earlier of (i) the Business Day immediately
following the day on which Borrower notifies Lender and Collateral Agent that a
Credit Upgrade has occurred and (ii) the date on which this Agreement
shall terminate in accordance with the terms of this Agreement.


“Securities Intermediary” means a “securities
intermediary” as defined by Section 8-102(a)(14) of the UCC.


“UCC” means the Uniform Commercial Code as in
effect in the State of New York on the date hereof and as it may be amended
from time to time.


“Unaffiliated Third Party” shall mean, with
respect to any transaction by the Lender, any person that the Lender does not “control”
(as that term is defined by Rule 12b-2 under the Exchange Act) immediately
prior to the transaction.



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“Unused Shares” means, as of any given time,
Loaned Shares which are held by the Borrower, or an affiliate of the Borrower,
long in its account and which Loaned Shares are not subject to any hedging
arrangements.


Section 2.                                            Loans
of Shares; Transfers of Loaned Shares.


(a)          On or prior to the
Cutoff Time on February 7, 2007, Borrower provided written notice to Lender (a “Borrowing
Notice”), pursuant to which Borrower initiated a transaction in which Lender
loaned Loaned Shares to Borrower through the issuance by Lender of such Loaned
Shares to Borrower upon the terms, and subject to the conditions, set forth in
this Agreement (such issuance and loan, the “Loan”).  The Loan was
confirmed by a schedule and receipt listing the Loaned Shares provided by
Lender to Borrower (the “Confirmation”).  The Confirmation
constitutes conclusive evidence with respect to the Loan, including the number
of shares of Common Stock that are the subject of the Loan.  Borrower shall not deliver more than one
Borrowing Notice pursuant to this Agreement. 
Such Borrowing Notice was delivered by Borrower on February 2, 2007, and
accordingly Borrower shall not be entitled to deliver any further Borrowing
Notices.


(b)         Notwithstanding anything
to the contrary in this Agreement, Borrower shall not borrow shares of Common
Stock to the extent that Borrower determines that any Loan of such shares of
Common Stock shall cause Borrower to become, directly or indirectly, a “beneficial
owner” (within the meaning of Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder, a “Beneficial Owner”)
of more than 9.9% of the shares of Common Stock outstanding at such time. 
Under no circumstances shall Lender be liable to Borrower for any Loan in
contravention of this Section 2(b).


(c)          As a condition to its
entry into the Original Agreement, Borrower delivered to Lender, at the time of
entry into the Original Agreement, a guarantee of Lehman Brothers Holdings,
Inc. (“Guarantor”), attached as Exhibit A hereto.  Borrower hereby agrees and acknowledges that
such guarantee shall continue in full force and effect notwithstanding the
amending and restating of the Original Agreement.


Section 3.                                            Collateral.


(a)          Unless otherwise agreed
by Borrower and Lender, Borrower shall, no later than 10:00 a.m. New York
time on the second Business Day immediately following any day on which a Credit
Downgrade has occurred, transfer to Collateral Agent, for deposit to the
Collateral Account, Collateral with a Market Value at least equal to the
Collateral Percentage of the Market Value of the Loaned Shares as of the close
of business on the Business Day immediately preceding such transfer (any such
date, a “Pledge Date”).


(b)         During any Pledge Period,
any Collateral transferred by Borrower to Collateral Agent shall be security
for Borrower’s obligations in respect of the Loaned Shares and for any other
obligations of Borrower to Lender hereunder.  Borrower on the Pledge Date
pledges with, assigns to, and grants Collateral Agent for the benefit of Lender
a continuing first priority



 6
 









security interest in, and a lien upon, the Collateral,
which shall attach upon the transfer of the Loaned Shares by Lender to Borrower
and which shall cease upon the transfer of the Loaned Shares by Borrower to
Lender, a Credit Upgrade or upon the transfer of such Collateral to Borrower in
accordance with the terms of this Agreement.  In addition to the rights
and remedies given to Lender hereunder, Lender shall have all the rights and
remedies of a secured party under the UCC.  To provide for the
effectiveness, validity, perfection and priority of Lender’s rights as a
secured party, Borrower acknowledges that Collateral Agent has obtained control
of any financial assets included in the Collateral (or shall have obtained
control upon posting of such Collateral pursuant to the terms contained herein)
within the meaning of Sections 8-106 and 9-106 of the UCC.  Collateral
Agent acknowledges that it has control of the Collateral (or shall have control
upon posting of such collateral pursuant to the terms contained herein) on
behalf of Lender within the meaning of Section 8-106(d)(1) of the
UCC.  Notwithstanding anything to the contrary herein, Lender may not use
or invest the Collateral and Collateral Agent shall take no instruction from
Lender regarding the use or investment of Collateral.  Promptly upon the
termination of any Pledge Period, the Collateral Agent shall release to the
Borrower all of the Collateral.


(c)          Borrower shall, promptly
at the request of the Collateral Agent, execute all documents and do all things
reasonably required by the Collateral Agent to enable the Collateral Agent to
register, within 21 days of the Pledge Date, the security interest created by
this Agreement in accordance with the provisions of the Companies Act 1985
(United Kingdom).  The Borrower further
agrees that if so requested by the Collateral Agent at any time, to promptly
execute all documents (including any security agreements and transfers) and do
all things (including the delivery, transfer, assignment or payment of all or
part of the Collateral to the Collateral Agent or its nominee(s)) that the
Collateral Agent may reasonably specify for the purpose of (a) exercising the
rights to the Collateral or (b) securing and perfecting its security over or
title to all or any part of the Collateral (including transferring the
Collateral into the name of the Collateral Agent or its nominee(s)).


(d)         Except as otherwise
provided herein, upon the transfer to Lender of Loaned Shares pursuant to
Section 6, Collateral Agent shall release to Borrower Collateral with a
Market Value equal to the Collateral Percentage of the Market Value of the
Loaned Shares so transferred but only to the extent that immediately following
such transfer of Collateral, no Collateral Deficit would exist.  Such
transfer of Collateral shall be made no later than the Cutoff Time on the day
the Loaned Shares are transferred, or if such day is not a day on which a
transfer of such Collateral may be effected under Section 13, or if the
transfer of Loaned Shares by Lender to Borrower occurs after the Cutoff Time on
such day, then in each case the next day on which such a transfer may be
effected.


(e)          If Borrower transfers
Collateral to Collateral Agent, as provided in this Section 3, and Lender
does not transfer (or has not transferred) the Loaned Shares to Borrower,
Borrower shall have the absolute right to the return of the Collateral; and if
Lender transfers Loaned Shares to Borrower and Borrower does not transfer
Collateral to Collateral Agent as provided in this Section 3, Lender shall
have the absolute right to the return of the Loaned Shares.



 7
 









(f)            Borrower may, upon
notice to Lender and Collateral Agent, substitute Collateral for Collateral
securing any Loan or Loans; provided that such substituted Collateral shall
have a Market Value such that the aggregate Market Value of such substituted
Collateral, together with all other Collateral, shall equal or exceed the
Collateral Percentage of the Market Value of the Loaned Shares as of the date
of such substitution.


Section 4.                                            Mark to
Market.


(a)          During
any Pledge Period, if at the close of trading on any Business Day during the
Loan Availability Period the aggregate Market Value of all Collateral shall be
less than the Collateral Percentage of the Market Value of all the outstanding
Loaned Shares (a “Collateral Deficit”), Lender may, by notice to
Borrower and Collateral Agent, demand that Borrower transfer to Collateral
Agent, for deposit to the Collateral Account, no later than the following
Business Day, additional Collateral so that the Market Value of such additional
Collateral, when added to the Market Value of all other Collateral, shall equal
or exceed the Collateral Percentage of the Market Value of the Loaned Shares on
such Business Day of determination.


(b)         During any Pledge Period,
if at the close of trading on any Business Day during the Loan Availability
Period the aggregate Market Value of all Collateral shall be greater than the
Collateral Percentage of the Market Value of all the outstanding Loaned Shares
(a “Collateral Excess”), Borrower may, by notice to Lender and
Collateral Agent, demand that Collateral Agent transfer to Borrower such amount
of the Collateral selected by Borrower so that the Market Value of the
Collateral, after deduction of such amounts, shall thereupon be at least equal
to the Collateral Percentage of the Market Value of the Loaned Shares on such Business
Day of determination; provided however that with respect to clauses
(a) and (b), the Collateral Agent will promptly give Lender a statement
setting forth the Market Value of all Collateral upon Lender’s request and
Lender shall have the right to audit the Market Value of all Collateral.


(c)          Notwithstanding the
foregoing, with respect to any outstanding Loans secured by Collateral, the
respective rights of Lender and Borrower under Section 4(a) and
Section 4(b) may be exercised only where a Collateral Excess or
Collateral Deficit exceeds 5% of the Market Value of the Loaned Shares.


Section 5.                                            Loan
Fee.  Borrower paid Lender a single
loan fee for the Loan (the “Loan Fee”) equal to $0.001 per Loaned Share.  The Loan Fee was paid by Borrower on or
before the time of transfer of the Loaned Shares on a delivery-versus-payment
basis through the facilities of the Clearing Organization.


Section 6.                                            Loan
Terminations.


(a)          Borrower may terminate
all or any portion of a Loan on any Business Day by giving written notice
thereof to Lender and transferring the corresponding number of Loaned Shares to
Lender, without any consideration being payable in respect thereof by Lender to
Borrower.


(b)         All outstanding Loans, if
any, on the last day of the Loan Availability Period shall terminate on the
first Business Day following the last day of the Loan Availability Period (the



 8
 









“Facility Termination Date”) and all
outstanding Loaned Shares shall be delivered by Borrower to Lender, without any
consideration being payable in respect thereof by Lender to Borrower, no later
than the fifth Business Day following the Facility Termination Date.


(c)          If on any date, the
number of Loaned Shares exceeds the Maximum Number of Shares, the number of
Loaned Shares in excess of the Maximum Number of Shares shall be delivered by
Borrower to Lender, without any consideration being payable in respect thereof
by Lender to Borrower, no later than the third Business Day following such date
(the “Delivery Due Date”). If as a result of complying with this Section 6(c),
Borrower would become a Beneficial Owner of more than 9.9% of the shares of
Common Stock outstanding at such time, then Borrower shall be permitted to
extend the Delivery Due Date for all or a portion of the corresponding delivery
obligation and in no event no longer than such time to allow Borrower to return,
as promptly as reasonably practicable (but subject to applicable law,
regulation or policy), such Loaned Shares, through one transaction or a series
of transactions, without causing Borrower to become, directly or indirectly a
Beneficial Owner of more than 9.9% of the shares of Common Stock outstanding at
such time. If a Loan is terminated upon the occurrence of a Default as set
forth in Section 11, the Loaned Shares shall be delivered by Borrower to
Lender, without any consideration being payable in respect thereof by Lender to
Borrower, no later than the third Business Day following the termination date
of such Loan as provided in Section 11.


(d)         If the Lender notifies
the Borrower in writing at least seven Business Days prior to the anticipated
consummation of an Early Return Event (the “Anticipated Early Return Event
Closing Date”), that it wishes to have the Loans terminated with respect to
all Unused Shares, then no later than the Business Day prior to the Anticipated
Early Return Event Closing Date, Borrower shall transfer to Lender all Unused
Shares as of the fifth Business Day prior to the Anticipated Early Return
Closing Date, without any consideration being payable in respect thereof by
Lender to Borrower.


Section 7.                                            Distributions.


(a)          If at any time when
there are Loaned Shares outstanding under this Agreement, Lender pays a cash
dividend or makes a cash distribution in respect of its outstanding Common
Stock to the then holder or holders of such Loaned Shares, Borrower shall pay
to Lender (whether or not Borrower is a holder of any or all of the outstanding
Loan Shares), within one Business Day after the payment of such dividend or
distribution, an amount in cash equal to the product of (i) the amount per
share of such dividend or distribution and (ii) the number of Loaned
Shares on which the dividend or distribution was paid.


(b)         If at any time when there
are Loaned Shares outstanding under this Agreement, Lender makes a distribution
in respect of its outstanding Common Stock in property or securities, including
any options, warrants, rights or privileges in respect of securities (other
than a distribution of Common Stock, but including any options, warrants,
rights or privileges exercisable for, convertible into or exchangeable for
Common Stock) to the then holder or holders of such Loaned Shares (a “Non-Cash
Distribution”), Borrower shall deliver to Lender (whether or not Borrower
is a holder of any or all of the outstanding Loan Shares) in kind, within



 9
 









one Business Day after the date of such Non-Cash
Distribution, the property or securities distributed in an amount equal to the
product of (i) the amount per share of Common Stock of such Non-Cash
Distribution and (ii) the number of Loaned Shares on which such Non-Cash
Distribution was made.


(c)          Any interest, cash
distribution or cash dividend made on or in respect of any Collateral for any
Loan hereunder, shall, subject to (e) below, be delivered by the
Collateral Agent to Borrower, on the date such interest, cash distribution or
cash dividend is received by the Collateral Agent.


(d)         Any non-cash
distributions or dividend made on or in respect of any Collateral for any Loan
hereunder shall, subject to (e) below, be delivered by the Collateral
Agent to Borrower on the date such non-cash distribution or dividend is
received by the Collateral Agent.


(e)          If the cash or other
property received by the Collateral Agent under the provisions of paragraph
(c) or (d) of this Section 7 qualifies as Collateral, to the
extent that a transfer of such cash or other property to Borrower by the
Collateral Agent would give rise to a Collateral Deficit, the Collateral Agent
shall (only to the extent of any such Collateral Deficit) not make such transfer
of cash or other property in accordance with this Section 7, but shall in
lieu of such transfer immediately credit the amounts that would otherwise have
been transferable under this Section 7 to the Collateral Account.


Section 8.                                            Rights
in Respect of Loaned Shares.  Subject
to the terms of this Agreement, and except as otherwise agreed by Borrower and
Lender, Borrower, insofar as it is the record owner of Loaned Shares, shall
have all of the incidents of ownership in respect of any such Loaned Shares until
such Loaned Shares are required to be delivered to Lender in accordance with
the terms of this Agreement, including the right to transfer the Loaned Shares
to others.  Borrower agrees that it or any of its affiliates that are the
record owner of any Loaned Shares will not vote such Loaned Shares on any
matter submitted to a vote of Lender’s shareholders.


Section 9.                                            Representations
and Warranties.


(a)          Each of Borrower and
Lender represent and warrant to the other that:


(i)                                     it
has full power to execute and deliver this Agreement, to enter into the Loans
contemplated hereby and to perform its obligations hereunder;


(ii)                                  it
has taken all necessary action to authorize such execution, delivery and
performance;


(iii)                               this
Agreement constitutes its legal, valid and binding obligation enforceable
against it in accordance with its terms; and


(iv)                              the
execution, delivery and performance of this Agreement does not and will not
violate, contravene, or constitute a default under, (A) its



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certificate of
incorporation, bylaws or other governing documents, (B) any laws,
rules or regulations of any governmental authority to which it is subject,
(C) any contracts, agreements or instrument to which it is a party or
(D) any judgment, injunction, order or decree by which it is bound.


(b)         Lender represents and
warrants to Borrower, as of the date hereof, and as of the date any Loaned
Shares are transferred to Borrower in respect of any Loan hereunder, that the
Loaned Shares and all other outstanding shares of Common Stock of the Lender
have been duly authorized and, upon the issuance and delivery of the Loaned
Shares to Borrower in accordance with the terms and conditions hereof, and
subject to the contemporaneous or prior receipt of the applicable Loan Fee by
Lender, will be duly authorized, validly issued, fully paid nonassessible
shares of Common Stock; and the stockholders of Lender have no preemptive
rights with respect to the Loaned Shares.


(c)          Lender represents and
warrants to Borrower, as of the date hereof, and as of the date any Loaned
Shares are transferred to Borrower in respect of any Loan hereunder, that the
outstanding shares of Common Stock are listed on NASDAQ Global Market (“NASDAQ”)
and the Loaned Shares have been approved for listing on NASDAQ, subject to
official notice of issuance.


(d)         Borrower represents to
Lender that it shall have at the time of transfer to the Collateral Agent, the
right to grant to Lender, and that Lender shall acquire, a continuing first
priority security interest in the Collateral, if any.


(e)          The representations and
warranties of Borrower and Lender under this Section 9 shall remain in
full force and effect at all times during the term of this Agreement and shall
survive the termination for any reason of this Agreement.


Section 10.                                      Covenants.


(a)          Borrower covenants and
agrees with Lender that it will not transfer or dispose of any Loaned Shares
initially transferred to Borrower by Lender as a Loan hereunder of which it is
the record owner except pursuant to a registration statement that is effective
under the Securities Act; provided that Borrower may transfer any such Loaned
Shares to any of its affiliates without a registration statement so long as
such affiliate transferee does not transfer or dispose of such Loaned Shares to
any non-affiliated transferee except pursuant to a registration statement that
is effective under the Securities Act.


(b)         The parties hereto
acknowledge that Borrower has informed Lender that Borrower is a “financial
institution” within the meaning of Section 101(22) of Title 11 of the
United States Code (the “Bankruptcy Code”).  The parties hereto
further acknowledge and agree that (i) each Loan hereunder is intended to
be a “securities contract,” as such term is defined in
Section 741(7) of the Bankruptcy Code; (ii) each and every
transfer of funds, securities and other property under this Agreement is
intended to be a “settlement payment” or a “margin payment,” as such terms are
used in Sections 362(b)(6) and 546(e) of the Bankruptcy Code; and
(iii) the



 11
 









rights given to Lender hereunder upon a Default by
Borrower are intended to constitute the rights to cause the liquidation of a
securities contract and to set off mutual debts and claims in connection with a
securities contract, as such terms are used in Sections 555 and
362(b)(6) of the Bankruptcy Code.


(c)          Borrower covenants and
agrees with Lender that insofar as it is the record owner of any Loaned Shares,
such Loaned Shares will be used, if at all, solely for the purpose of directly
or indirectly (x) facilitating the sale and the hedging of the Convertible
Notes by the holders thereof, (y) facilitating the sale and the hedging of the 0.75%
Convertible Notes by the holders thereof or (z) with the written consent
of the Lender, facilitating the sale and the hedging of any additional
convertible securities which the Lender may issue from time to time by the
holders thereof.


Section 11.                                      Events
of Default.


(a)          All Loans, and any
further obligation to make Loans under this Agreement, may, at the option of
Lender by a written notice to Borrower (which option shall be deemed exercised,
even if no notice is given, immediately on the occurrence of an event specified
in Section 11(a)(iv) below), be terminated (i) immediately on
the occurrence of any of the events set forth in
Section 11(a)(iv) below and (ii) two Business Days following
such notice on the occurrence of any of the other events set forth below,
(each, a “Default”):


(i)                                     Borrower
fails to deliver Loaned Shares to Lender as required by Section 6;


(ii)                                  Borrower
fails to deliver or pay to Lender when due any cash, securities or other
property as required by Section 7;


(iii)                               Borrower
fails to transfer Collateral when due as required by Section 3 and
Section 4;


(iv)                              the
occurrence of any of the following:


(A)                              the
Borrower is unable or admits its inability to pay its debts as they fall due,
suspends making payments (whether principal or interest) on any of its debts or
announces an intention to do so or, by reason of actual or anticipated
financial difficulties, commences negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness or is otherwise
deemed unable to pay its debts within the meaning of section 123(a), (b), or
(2) of the Insolvency Act 1986 (United Kingdom); and/or


(B)                                any
corporate action, legal proceedings or other procedure or step is taken in
relation to:


(a)                                  the
suspension of its payments, a moratorium of any of its indebtedness, its
winding-up, its dissolution,  its



 12
 









administration or reorganization (by way of
voluntary arrangement, scheme of arrangement or otherwise) other than a solvent
liquidation or reorganization with another entity with which it forms a group
or an order is made or a resolution passed for its winding up;


(b)                                 a
composition, compromise, assignment or arrangement with any of its creditors;


(c)                                  the
appointment of a liquidator, receiver, administrative receiver administrator,
compulsory manager or other similar officer in respect of it or of its assets;
or


(d)                                 enforcement
of any security interests created over any of its assets;


or any analogous procedure or step is taken in respect
of it in any jurisdiction;


(v)                                 Borrower
fails to provide any indemnity as required by Section 14;


(vi)                              Borrower
notifies Lender of its inability to or intention not to perform Borrower’s
obligations hereunder or otherwise disaffirms, rejects or repudiates any of its
obligations hereunder; or


(vii)                           Any
representation made by Borrower under this Agreement in connection with any
Loan or Loans hereunder shall be incorrect or untrue in any material respect
during the term of any Loan hereunder or Borrower fails to comply in any
material respect with any of its covenants under this Agreement.


Section 12.                                      Lender’s
Remedies.


(a)          Upon the termination of
any Loan by Lender under Section 11, Borrower may, with the prior written
consent of Lender (which consent may be withheld at Lender’s sole discretion;
provided however that, Lender shall not withhold such request if Borrower as a
result would unavoidably become, directly or indirectly, a Beneficial Owner of
more than 9.9% of the shares of Common Stock outstanding at such time), in lieu
of the delivery of Loaned Shares to Lender in accordance with Section 6,
pay to Lender, no later than one Business Day following notice of such Default
to Borrower, an amount in immediately available funds (the “Replacement Cash”)
equal to the product of the Closing Price as of the date of such notice of
Default and the number of Loaned Shares otherwise required to be delivered;
provided that if Lender consents to the delivery of Replacement Cash, Borrower
may direct the Collateral Agent to deliver to Lender any Collateral held by the
Collateral Agent in respect of the Loan so terminated and, to the extent the
Market Value of any such Collateral delivered to Lender is less than the
required amount of Replacement Cash, pay to Lender such difference in
immediately available funds.  Any Collateral in respect of the Loan so
terminated that is not so delivered to Lender pursuant to this clause shall,
upon payment in full of the Replacement Cash to Lender, be immediately
delivered by Collateral Agent to Borrower.



 13
 









(b)         Notwithstanding anything
to the contrary herein, if, upon the termination of any Loan by Lender under
Section 11 and, at the time of such termination, the purchase of Common
Stock in an amount equal to the Loaned Shares to be delivered to Lender in
accordance with Section 6 shall (i) be prohibited by any law,
rules or regulation of any governmental authority to which it is or would be
subject, (ii) violate, or would upon such purchase likely violate, any
order or prohibition of any court, tribunal or other governmental authority or
(iii) require the prior consent of any court, tribunal or governmental
authority prior to any such repurchase (each of (i), (ii) and (iii), a (“Legal
Obstacle”), then, in each case, Borrower shall immediately notify Lender of
the Legal Obstacle and the basis therefor, whereupon Borrower’s obligations
under Section 6 shall be suspended until such time as no Legal
Obstacle with respect to such obligations shall exist (a “Repayment
Suspension”).  Borrower and Borrowing Agent shall use their respective
commercially reasonable best efforts to remove any such Legal Obstacle as
promptly as practicable. Upon notification of a Repayment Suspension and for so
long as the Repayment Suspension shall continue during any Pledge Period,
Lender shall have the right, exercisable in it sole discretion, to direct the
Collateral Agent to, and the Collateral Agent upon receipt of the written
request of Lender (with a copy to Borrower) shall, release to Lender an amount
of Collateral with a Market Value equal to the Market Value of all (or such
fewer number as Lender may specify) of the Loaned Shares that are the subject
of the Repayment Suspension, whereupon the Borrower’s obligation to return the
specified number of Loaned Shares to the Lender shall be automatically
extinguished.


(c)          If Borrower shall fail
to deliver Loaned Shares to Lender pursuant to Section 6 when due or
shall fail to pay the Replacement Cash to Lender when due in accordance with
Section 12(a) or (b) above (to the extent Borrower is permitted
and elects to pay Replacement Cash), then, in either case, in addition to any
other remedies available to Lender under this Agreement or under applicable
law, Lender shall have the right (without further notice to Borrower) to
(i) purchase a like amount of Loaned Shares (“Replacement Shares”)
in the principal market for such securities in a commercially reasonable
manner, (ii) sell any Collateral in the principal market for such
Collateral in a commercially reasonable manner and (iii) apply and set off
the Collateral, if any, and any proceeds thereof (including any amounts drawn
under a letter of credit supporting any Loan) against the payment of the
purchase price for such Replacement Shares and any amounts due to Lender under
this Agreement.  To the extent Lender shall exercise such right, Borrower’s
obligation to return a like amount of Loaned Shares or to pay the Replacement
Cash, as applicable, shall terminate and Borrower shall be liable to Lender for
the purchase price of Replacement Shares (plus all other amounts, if any, due
to Lender hereunder).  In the event that (i) the purchase price of
Replacement Shares (plus all other amounts, if any, due to Lender hereunder)
exceeds (ii) the amount of the Collateral, if any, Borrower shall be
liable to Lender for the amount of such excess.  The purchase price of
Replacement Shares purchased under this Section 12 shall include, and the
proceeds of any sale of Collateral shall be determined after deduction of,
broker’s fees and commissions and all other reasonable costs, fees and expenses
related to such purchase and sale.  In the event Lender exercises its
rights under this Section 12, Lender may elect in its sole discretion, in
lieu of purchasing all or a portion of the Replacement Shares or selling all or
a portion of the Collateral, if any, to be deemed to have made, respectively,
such purchase of Replacement Shares or sale of Collateral for an amount equal
to the Closing Price of the Common Stock on the date Lender



 14
 









elects to exercise this remedy.  Upon the
satisfaction of all Borrower’s obligations hereunder, any remaining Collateral
shall be returned to Borrower.


Section 13.                                      Transfers.


(a)          All transfers of Loaned
Shares to Borrower or to Lender hereunder shall be made by the crediting by a
Clearing Organization of such financial assets to the transferee’s “securities
account” (within the meaning of Section 8-501 of the UCC) maintained with
such Clearing Organization.  All transfers of Collateral to Collateral
Agent by Borrower shall be made by crediting the Collateral Account.  All
transfers of Collateral to Lender by Collateral Agent shall be made in the
manner directed by Lender.  In every transfer of “financial assets”
(within the meaning of Section 8-102 of the UCC) hereunder, the transferor
shall take all steps necessary (a) to effect a delivery to the transferee
under Section 8-301 of the UCC, or to cause the creation of a security
entitlement in favor of the transferee under Section 8-501 of the UCC,
(b) to enable the transferee to obtain “control” (within the meaning of
Section 8-106 of the UCC), and (c) to provide the transferee with
comparable rights under any applicable foreign law or regulation.


(b)         All transfers of cash
hereunder to Borrower or Lender shall be by wire transfer in immediately
available, freely transferable funds.


(c)          A transfer of securities
or cash may be effected under this Section 13 on any day except (i) a
day on which the transferee is closed for business at its address set forth in
Section 17 or (ii) a day on which a Clearing Organization or wire
transfer system is closed, if the facilities of such Clearing Organization or
wire transfer system are required to effect such transfer.


Section 14.                                      Indemnities.


(a)          Lender hereby agrees to
indemnify and hold harmless Borrower and its affiliates and its former, present
and future directors, officers, employees and other agents and representatives
from and against any and all liabilities, judgments, claims, settlements,
losses, damages, fees, liens, taxes, penalties, obligations and expenses
incurred or suffered by any such person or entity directly or indirectly
arising from, by reason of, or in connection with, (i) any breach by
Lender of any of its representations or warranties contained in Section 9
or (ii) any breach by Lender of any of its covenants or agreements in this
Agreement.


(b)         Borrower hereby agrees to
indemnify and hold harmless Lender and its affiliates and its former, present
and future directors, officers, employees and other agents and representatives
from and against any and all liabilities, judgments, claims, settlements,
losses, damages, fees, liens, taxes, penalties, obligations and expenses,
including without limitation any of the foregoing incurred pursuant to
indemnification or other provisions of other agreements, incurred or suffered
by any such person or entity directly or indirectly arising from, by reason of,
or in connection with (i) any breach by Borrower of any of its
representations or warranties contained in Section 9 or (ii) any
breach by Borrower of any of its covenants or agreements in this Agreement.



 15
 









(c)          In case any claim or
litigation which might give rise to any obligation of a party under this
Section 14 (each an “Indemnifying Party”) shall come to the
attention of the party seeking indemnification hereunder (the “Indemnified
Party”), the Indemnified Party shall promptly notify the Indemnifying Party
in writing of the existence and amount thereof; provided that the failure of
the Indemnified Party to give such notice shall not adversely affect the right
of the Indemnified Party to indemnification under this Agreement, except to the
extent the Indemnifying Party is materially prejudiced thereby.  The
Indemnifying Party shall promptly notify the Indemnified Party in writing if it
accepts such claim or litigation as being within its indemnification
obligations under this Section 14.  Such response shall be delivered
no later than 30 days after the initial notification from the Indemnified
Party; provided that, if the Indemnifying Party reasonably cannot respond to
such notice within 30 days, the Indemnifying Party shall respond to the
Indemnified Party as soon thereafter as reasonably possible.


(d)         An Indemnifying Party
shall be entitled to participate in and, if (i) in the judgment of the
Indemnified Party such claim can properly be resolved by money damages alone
and the Indemnifying Party has the financial resources to pay such damages and (ii) the
Indemnifying Party admits that this indemnity fully covers the claim or
litigation, the Indemnifying Party shall be entitled to direct the defense of
any claim at its expense, but such defense shall be conducted by legal counsel
reasonably satisfactory to the Indemnified Party.  An Indemnified Party
shall not make any settlement of any claim or litigation under this
Section 14 without the written consent of the Indemnifying Party.


Section 15.                                      Termination
of Agreement.


(a)          This Agreement may be
terminated (i) at any time by the written agreement of Lender and Borrower,
(ii) by Lender upon the occurrence of a Default or (iii) upon the earlier of
(A) August 1, 2027 and (B) the date on which the Lender has notified the
Borrower in writing of its intention to terminate this Agreement at any time
after the latest of (x) the date on which the entire principal amount of
Convertible Notes ceases to be outstanding, (y) the date on which the entire
principal amount of 0.75% Convertible Notes ceases to be outstanding and (z) the
date on which the entire principal amount of any additional convertible
securities of the Lender which the Lender has in writing consented to permit
the Borrower to hedge under this Agreement ceases to be outstanding, in each
case, whether as a result of conversion, redemption, repurchase, cancellation
or otherwise.


(b)         Unless otherwise agreed
by Borrower and Lender, the provisions of Section 14 shall survive the
termination of this Agreement.



 16
 









Section 16.                                      Registration
Provisions.  If, following the initial
Loan hereunder and registration of the initial Loaned Shares in respect of such
Loan, any subsequent Loan and public sale of the Loaned Shares in respect of
such subsequent Loan, in the reasonable opinion of counsel to Borrower, would
require registration under the Securities Act of 1933, as amended, Lender shall
register such sale in a form and manner reasonably satisfactory to Borrower,
and shall enter into an underwriting agreement substantially in the form of the
Underwriting Agreement dated as of February 2, 2007 relating to the
issuance and sale of such initial Loaned Shares and shall afford Borrower and
its representatives and agents an opportunity to conduct an appropriate “due
diligence” investigation to Borrower’s reasonable satisfaction, all at the
expense of Lender.  In no event shall this Section 16 require Lender
to register shares of Common Stock in excess of the Maximum Number of Shares.


Section 17.                                      Notices.


(a)          All notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when received.


(b)         All such notices and
other communications shall be directed to the following address:


(i)                                     If
to Borrower or Borrowing Agent to:


Lehman Brothers Inc.

745 7th Avenue

New York, NY 10019


(ii)                                  If
to Collateral Agent to:


Lehman Brothers Inc., as
Collateral Agent for 

745 7th Avenue

New York, NY 10019


(iii)                               If
to Securities Intermediary to:


Lehman Brothers Inc.

745 7th Avenue

New York, NY 10019


(iv)                              If
to Lender to:


SunPower Corporation

3939 North First Street

San Jose, CA 95134

Facsimile:  (408) 739-7713

Attention:  Chief Financial Officer


With a copy to:



 17
 









Jones Day

1755 Embarcadero Road

Palo Alto, CA 94303 

Facsimile: (650) 739-3900

Attention: Todd Johnson and Steve Gillette


(c)          In the case of any party,
at such other address as may be designated by written notice to the other
parties.


Section 18.                                      Governing
Law; Submission To Jurisdiction; Severability.


(a)          This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
but excluding any choice of law provisions that would require the application
of the laws of a jurisdiction other than New York.


(b)         EACH PARTY HERETO
IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN
NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY SUCH COURT, SOLELY FOR THE
PURPOSE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO ENFORCE ITS OBLIGATIONS
HEREUNDER OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY LOAN HEREUNDER AND
(B) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT AND ANY RIGHT OF JURISDICTION ON ACCOUNT OF ITS
PLACE OF RESIDENCE OR DOMICILE.


(c)          EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


(d)         To the extent permitted
by law, the unenforceability or invalidity of any provision or provisions of
this Agreement shall not render any other provision or provisions herein
contained unenforceable or invalid.


Section 19.                                      Counterparts. 
This Agreement may be executed in any number of counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same
agreement.


Section 20.                                      Designation
of Replacement Collateral Agent.  If at any time while this Agreement
is in effect (i) Lehman Brothers Inc. ceases to be a Securities
Intermediary or (ii) Lender shall determine, in its sole discretion, that
any of the relationships by or among the parties hereto are reasonably likely
to prevent Lender from acquiring, or jeopardize the continuation and
enforceability of, Lender’s continuing first priority security interest in the
Collateral as contemplated under Section 3(b), Lender shall be entitled to
designate a bank or trust company reasonably satisfactory to Borrower as a
successor Collateral Agent.  In the event



 18
 









of a designation of a successor Collateral Agent, each
of the parties to this Agreement agrees to take all such actions as are
reasonably necessary to effect the transfer of rights and obligations of Lehman
Brothers Inc. as Collateral Agent hereunder to such successor Collateral Agent,
including the execution and delivery of amendments to this Agreement as shall
be necessary to effect such designation and transfer.



 19
 









IN WITNESS WHEREOF, the parties hereto to have
executed this Amended and Restated Share Lending Agreement as of the date and
year first above written.


	
  SUNPOWER CORPORATION

  as Lender

  	
   

  	
  LEHMAN BROTHERS INTERNATIONAL (EUROPE) LIMITED

  as Borrower

  
	
  By:

  	
  /s/

  	
   

  	
  By:

  	
  /s/

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LEHMAN
  BROTHERS INC.

  as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LEHMAN BROTHERS INC.

  as Borrowing Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
					



 



 20