FIRST ALBANY COMPANIES INC
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<TYPE>EX-10.29
<SEQUENCE>2
<FILENAME>j0205_ex10-29.htm
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<TITLE>Prepared by MerrillDirect</TITLE>

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<p align=right><font size=3>EXHIBIT 10.29</font></p>

<p align=center><u><font size=3>Put and Call Agreement</font></u></p>

<p><font size=3>Put and
Call Agreement among Mechanical Technology Incorporated, a New York corporation
(&quot;MTI&quot;), First Albany Companies Inc., a New York corporation
(&quot;FAC&quot;), and KeyBank National Association, a national banking
association (&quot;Key&quot;), dated as of December 27, 2000.</font></p>

<ol start=1 type=1>
 <li><u><font size=3>MTI Put Option</font></u></li>
</ol>

<ol start=1 type=a>
 <li><font size=3>At any time prior to
     the close of business (6:00 p.m. EST) on April 27, 2001 (the
     &quot;Expiration Date&quot;) (and subject to Section 2 below), MTI shall
     have the right to put to FAC, and FAC shall have the obligation to
     purchase from MTI, up to 6,300,000 of the Pledged Plug Power Shares (as
     hereinafter defined), at a purchase price of $4.00 per share, subject to
     paragraph (b) below. This Agreement may be extended by written agreement
     of the parties beyond the Expiration Date on a monthly basis through
     January 3, 2002. &quot;Pledged Plug Power Shares&quot; means the shares of
     Common Stock of Plug Power Inc. (&quot;Plug Power&quot;) pledged by MTI to
     Key pursuant to the Stock Pledge Agreement dated as of March 29, 2000 (as
     amended) between MTI and Key. </font></li>
 <li><font size=3>Notwithstanding the
     foregoing, the maximum number of Pledged Plug Power Shares which FAC shall
     be obligated to purchase pursuant to paragraph (a) above is that number of
     shares whose aggregate purchase price is equal to the aggregate principal
     amount of the loans then outstanding (but in no event more than
     $25,200,000) under the Amended and Restated Credit Agreement dated as of
     March 29, 2000 (as amended), between MTI and Key (the &quot;Credit
     Agreement&quot;). </font></li>
 <li><font size=3>In order to exercise
     the put option, MTI must deliver a written notice of exercise to FAC prior
     to the Expiration Date, as extended from time to time (&quot;Notice of
     Exercise&quot;), <u>provided</u>, <u>however</u>, if a Put Exercise Event
     (as defined in the MTI Credit Agreement) has occurred, the Notice of Exercise
     may be given by Key. </font></li>
 <li><font size=3>The number of
     Pledged Plug Power Shares subject to the MTI put option provided for
     herein, and the purchase price per share, shall be adjusted upon the
     occurrence of any stock dividend, stock split, reverse stock split, subdivision,
     combination, reclassification or other similar action with respect to the
     outstanding shares of Common Stock of Plug Power.</font></li>
</ol>

<p><font size=3>2. <u>FAC
Call Option</u></font></p>

<ol start=1 type=a>
 <li><font size=3>Upon receiving MTI's
     or Key's Notice of Exercise referred to in Section 1(c) above, FAC shall
     have the right in lieu of performing under the MTI put option to call from
     Key, and Key shall have the obligation to sell to FAC, all of Key's right,
     title and interest in and under the Credit Agreement as the same may be
     amended, supplemented, waived or otherwise modified from time to time and
     as of the date of FAC's call thereof from Key, together with all of Key's
     rights in loans made under the Credit Agreement to MTI as well as all
     collateral, security agreements or financing statements related to such
     loans and the Credit Agreement (collectively, the &quot;MTI Loan&quot;),
     at a price equal to the principal amount of loans outstanding thereunder
     (but in no event more than $25,200,000) plus unpaid fees and interest. </font></li>
 <li><font size=3>In order to exercise
     the FAC call option, FAC must deliver a written Notice of Exercise to MTI
     and Key by the close of business on the fourth business day after
     receiving MTI's or Key's notice of exercise referred to in Section 1(c)
     above. </font></li>
 <li><font size=3>Between the date
     hereof and the date of the Closing referred to in Section 3 hereof,
     without FAC's prior written consent: (i) MTI and Key agree not to enter
     into any written amendment, supplement or other modification of the Credit
     Agreement or to permit the outstanding principal amount of loans
     thereunder to exceed $25,200,000, (ii) Key agrees not to grant any written
     waiver or consent in favor of MTI under the Credit Agreement, (iii) Key
     agrees not to subordinate its rights under the Credit Agreement or to
     release any collateral thereunder, (iv) Key agrees not to exercise any rights
     under the Credit Agreement or the MTI Loan arising out of or based upon
     the Market Value of the Pledged Plug Power Shares (other than (A) as
     provided in clause (v) of the definition of &quot;Liquidity Event&quot; in
     Section 1.1 of the Credit Agreement and (B) in respect of any Pledged Plug
     Power Shares in excess of 6,300,000). </font></li>
 <li><font size=3>If MTI and Key agree
     with FAC's prior written consent as provided in clause (i) of the
     preceding paragraph to permit the principal amount of loans outstanding
     under the Credit Agreement to exceed $25,200,000, then MTI, Key and FAC
     will contemporaneously amend the FAC call option to permit Key to retain
     the principal amount of Loans in excess of $25,200,000 and Key's rights
     under the Credit Agreement in respect of such excess amount of loans.</font></li>
</ol>

<dir><dir>
<p><font size=3>3. <u>Closing of Sale of Shares or Purchase of Loan</u></font></p>
</dir></dir>

<ol start=1 type=a>
 <li><font size=3>The closing of the
     sale of shares pursuant to the exercise of the put option or of the
     purchase of the MTI Loan pursuant to the exercise of the call option shall
     take place at the offices of FAC, located at 30 South Pearl Street,
     Albany, NY 12207, on the fifth business day following FAC's receipt of
     MTI's or Key's Notice of Exercise referred to in Section 1(c) above (the
     &quot;Closing&quot;). Business day means any day that is not a Saturday, a
     Sunday or other day on which commercial banks in New York, New York are
     required or authorized by law to be closed. </font></li>
 <li><font size=3>At the Closing of
     the sale of the shares pursuant to the exercise of the put option, subject
     to the provisions of this Agreement, MTI (or Key, if the Notice of
     Exercise is given by Key, pursuant to Section 1(c) above), shall deliver
     to FAC certificates representing the Pledged Plug Power Shares to be
     purchased by FAC hereunder, duly endorsed in blank or accompanied by stock
     powers in blank in a form reasonably acceptable to FAC (and subject to
     such escrow arrangements as FAC shall advise may be necessary pending any
     required Hart-Scott-Rodino Act filing), and FAC shall pay to MTI (or to
     Key if the Notice of Exercise is given by Key pursuant to Section 1(c)
     above), by wire transfer of immediately available funds to an account
     designated by MTI (or by Key, if the Notice of Exercise is given by Key
     pursuant to Section 1(c) above) at least two business days before the
     Closing, $4.00 for each Pledged Plug Power Share purchased by FAC.</font></li>
</ol>

<ol start=3 type=a>
 <li><font size=3>At the Closing of
     the purchase of the MTI Loan pursuant to the exercise of the call option,
     Key and FAC shall enter into an assignment agreement in customary form by
     which Key shall assign to FAC all of its right, title and interest in and
     under the Credit Agreement together with all of Key's rights in the MTI
     Loan (subject to adjustment as provided in Section 2(d) above in the event
     that the principal amount of loans exceeds $25,200,000). MTI shall be a
     party to such assignment agreement for the purpose of consenting to the
     assignment and also to the extent necessary to preserve such rights of Key
     against MTI as may have arisen prior to the Closing and have not been
     discharged at or before the Closing. FAC shall pay to Key, by wire transfer
     of immediately available funds to an account designated by Key at least
     two business days before the Closing, the principal amount of the MTI Loan
     (but in no event more than $25,200,000) plus unpaid fees and interest. </font></li>
</ol>

<p><u><font size=3>4. Put
Option Fee</font></u></p>

<dir><dir><dir>
<p><font size=3>As consideration for FAC entering into this Agreement,
MTI shall pay to FAC, on the date hereof, an option fee of $945,000, by wire
transfer of immediately available funds to an account designated by FAC. If
this Agreement is extended, MTI shall pay to FAC on the date of extension an
option fee, as determined between MTI and FAC, by wire transfer of immediately
available funds to an account designated by FAC.</font></p>
</dir></dir></dir>

<ol start=5 type=1>
 <li><u><font size=3>Representations and
     Warranties of MTI</font></u></li>
</ol>

<dir><dir><dir>
<p><font size=3>MTI represents and warrants to FAC that MTI is the
record and beneficial owner of the Pledged Plug Power Shares, the Pledged Plug
Power Shares are validly issued, fully paid and nonassessable, and upon the
sale and transfer of the Pledged Plug Power Shares to FAC, FAC will acquire
good and valid title to the Pledged Plug Power Shares, free and clear of any
liens or encumbrances, provided, however, that the Pledged Plug Power Shares
may be subject to restrictions on transfer under state and/or federal
securities laws.</font></p>
</dir></dir></dir>

<p><font size=3>6. <u>Representations
and Warranties of FAC</u> FAC represents and warrants to MTI and Key as
follows:</font></p>

<ol start=1 type=a>
 <li><u><font size=3>Organization and
     Standing; Certificate and Bylaws</font></u>. FAC is a corporation
     duly organized and validly existing under, and by virtue of, the laws of
     the State of New York and is in good standing under such laws. FAC has the
     requisite corporate power and authority to own and operate its properties
     and assets, and to carry on its business as presently conducted. </li>
 <li><u><font size=3>Corporate Power</font></u>.
     FAC has all requisite corporate power and authority to execute and deliver
     this Agreement, to purchase the Pledged Plug Power Shares or the MTI Loan,
     and to carry out and perform its obligations under the terms of this
     Agreement. </li>
 <li><u><font size=3>Authorization</font></u>.
     FAC has taken all corporate action necessary for the authorization,
     execution and delivery of this Agreement and the performance by FAC of its
     obligations hereunder, including the purchase of the Pledged Plug Power
     Shares or the MTI Loan. This Agreement constitutes the valid and binding
     obligation of FAC, enforceable in accordance with its terms.</li>
</ol>

<p><font size=3>7. <u>Representations
and Warranties of Key</u></font></p>

<p><font size=3>Key
represents and warrants to FAC (a) that it is a national banking association
duly organized under the laws of the United States of America, (b) that it has
the requisite power and authority to execute and deliver this Agreement and to carry
out and perform its obligations hereunder, (c) that it has taken all action
necessary for the authorization, execution and delivery of this Agreement and
the performance by Key of its obligations hereunder and (d) that it has made no
prior assignment of any of its right, title and interest in and to the Credit
Agreement or the MTI Loan. This Agreement constitutes the valid and binding
obligation of Key, enforceable in accordance with its terms.</font></p>

<p><font size=3>8. <u>Miscellaneous</u></font></p>

<ol start=1 type=a>
 <li><u><font size=3>Governing Law</font></u>.
     This Agreement shall be governed in all respects by the internal laws of
     the State of New York. </li>
 <li><u><font size=3>Notices, Etc.</font></u>
     All notices and other communications required or permitted hereunder shall
     be in writing and shall be mailed by registered or certified mail, postage
     prepaid, or otherwise delivered by hand or by messenger to each party
     hereto at its address set forth under its signature hereto or such other
     address such party may specify to the other parties hereto. Each such
     notice or other communication shall for all purposes of this Agreement be
     treated as effective or having been given when delivered if delivered
     personally, or, if sent by mail, at its receipt. </li>
 <li><u><font size=3>Entire Agreement</font></u>.
     This Agreement constitutes the entire agreement of the parties with
     respect to the subject matter hereof, and may not be amended or modified
     except by an instrument in writing signed by each of the parties hereto. </li>
 <li><u><font size=3>Assignment</font></u>.
     This Agreement may not be assigned by any party without the express
     written consent of all other parties, except that Key may assign its
     rights hereunder to any of its permitted assigns under the Credit
     Agreement.</li>
</ol>

<ol start=9 type=1>
 <li><u><font size=3>Acknowledgement of
     Key's Rights as Primary Beneficiary</font></u>.</li>
</ol>

<dir><dir>
<p><font size=3>FAC acknowledges that it is entering into this
Agreement for the purpose of providing credit support for MTI's obligations
under the Credit Agreement and that Key is relying on this Agreement in
granting certain concessions to MTI under the Credit Agreement. The obligation
of FAC to purchase the Pledged Plug Power Shares pursuant to Section 1 hereof
may be enforced by Key against FAC by any remedy available at law or in equity,
irrespective of the value, genuineness, validity, regularity or enforceability
of the obligations of MTI under the Credit Agreement or any other agreement or
instrument referred to therein, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever that might
constitute a legal or equitable discharge or defense of a surety or guarantor.
In order further to protect Key's rights hereunder, it is hereby agreed that
notwithstanding the occurrence of the Expiration Date or expiration of any
renewal term hereof, as between FAC and Key, this Agreement will not expire
until the date 15 days after the Expiration Date or expiration of such renewal
term if a Put Exercise Event is in existence on the Expiration Date or such
later expiration date.</font></p>
</dir></dir>

<dir><dir><dir>
<p><font size=3>IN WITNESS WHEREOF, the parties have executed this
Agreement on the day and year first set forth above. </font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>FIRST ALBANY COMPANIES, INC.</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>a New York corporation</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>&nbsp;</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>By:<u>s/George M. McNamee</u></font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>Name: George M. McNamee</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>Title: Chairman and Co-Chief Executive Officer</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>Address: 30 South Pearl Street</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>Albany, New York 12207</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>&nbsp;</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>&nbsp;</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>MECHANICAL TECHNOLOGY INCORPORATED</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>a New York corporation</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>&nbsp;</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>By:<u>s/Cynthia A. Scheuer</u></font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>Name: Cynthia A. Scheuer</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>Title: Vice President</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>Address: 30 South Pearl Street </font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>Albany, New York 12207</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>&nbsp;</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>&nbsp;</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>KEYBANK NATIONAL ASSOCIATION, </font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>a national banking association</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>&nbsp;</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>By:<u>s/William B. Palmer</u></font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>Name: William B. Palmer</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>Title: Vice President</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>Address: 66 South Pearl Street</font></p>
</dir></dir></dir>

<dir><dir><dir>
<p><font size=3>Albany, NY 12207</font></p>
</dir></dir></dir>

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